Filed Pursuant to Rule 424(b)(3)
        Registration No. 333-255557

BROOKFIELD REAL ESTATE INCOME TRUST INC.
SUPPLEMENT NO. 2 DATED AUGUST 17, 2022
TO THE PROSPECTUS DATED JULY 13, 2022

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Brookfield Real Estate Income Trust Inc., dated July 13, 2022 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

to provide updates on our investment portfolio;
to disclose recent acquisitions of certain properties;
to disclose the transaction price for each class of our common stock sold in this public offering (the “Offering”) as of September 1, 2022;
to disclose the calculation of our July 31, 2022 net asset value (“NAV”) per share for all share classes;
to provide an update on the status of our Offering;
to disclose an amendment to the Advisory Agreement;
to update the definition of “Brookfield Investor” in the Prospectus; and
to provide our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Investment Portfolio Updates

Positive performance in July 2022 was driven by valuation gains in our multifamily portfolio, including our properties located in Atlanta, Georgia; Nashville, Tennessee; Orlando, Florida; and Alexandria, Virginia. We continue to see strong market fundamentals and rental growth across our multifamily portfolio, with average lease trade-outs of approximately 16% during the month of July. As of July 31, 2022, the year-to-date total return for Class I shares was 14.80%.1

As of July 31, 2022, our portfolio consisted of 86% real estate properties, 9% real estate-related loans and securities, and the remainder in cash and cash equivalents. Our real estate properties consisted of multifamily (55%), alternatives (17%), office (16%), logistics (6%) and single-family rental (6%).

Recent Acquisitions
During July 2022, we acquired 28 single-family rental properties, growing our portfolio to a total of 404 homes with an aggregate purchase price of $107 million as of July 31, 2022. We also invested $87 million in real estate-related securities, consisting of 32 individual positions in CMBS and RMBS bonds. As of July 31, 2022, our real estate-related loans and securities consist of 46 investments with an aggregate fair value of approximately $209 million.


1 As of July 31, 2022,Class S year-to-date total return was 13.86% and Class D year-to-date total return was 1.71% (Class D year-to date return is calculated from June 1, 2022, the date in which the first Class D shares were sold). As of July 31, 2022, no Class T shares have been sold. Total return is calculated as the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period.



September 1, 2022 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of September 1, 2022 (and repurchases as of August 31, 2022) is as follows:
Transaction Price 
(per share)
Class S$13.8200 
Class I$13.9101 
Class T$13.9101 
Class D$13.8117 
The September 1, 2022 transaction price for each of our share classes is equal to such class’s NAV per share as of July 31, 2022. A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.
July 31, 2022 NAV Per Share
NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.BrookfieldREIT.com and is made available on our toll-free, automated telephone line at (833) 625-7348. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for important information about how our NAV is determined. We have included a breakdown of the components of total NAV and NAV per share for July 31, 2022 along with the immediately preceding month.
Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D, Class C and Class E shares of common stock, as well as partnership interests in the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of July 31, 2022:
Components of NAVJuly 31, 2022
Investments in real properties$1,811,040,301 
Investments in real estate-related loans and securities209,427,292 
Investments in unconsolidated entities94,432,795 
Cash and cash equivalents99,829,824 
Restricted cash42,181,419 
Other assets25,774,438 
Debt obligations(1,083,563,063)
Accrued performance fee(9,923,254)
Accrued stockholder servicing fees(1)
(293,969)
Management fee payable(1,097,869)
Dividend payable(4,458,920)
Subscriptions received in advance(33,561,445)
Other liabilities(45,731,484)
Non-controlling interests in joint ventures(22,366,342)
Net asset value$1,081,689,723 
Number of shares/units outstanding78,044,434 



(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of July 31, 2022, we have accrued under GAAP approximately $23.8 million of stockholder servicing fees.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of July 31, 2022:
NAV Per Share/UnitClass S
Shares
Class I
Shares
Class C
Shares(1)
Class E Shares(1)
Class D
Shares
Class T
Shares
Third-party Operating Partnership Units(2)
Total
Net asset value$422,027,367 $508,871,487 $107,472,228 $42,282,370 $30,111 $— $1,006,160 $1,081,689,723 
Number of shares/units outstanding 30,537,448 36,582,759 7,888,180 2,963,350 2,180 — 70,517 78,044,434 
NAV Per Share/Unit as of July 31, 2022
$13.8200 $13.9101 $13.6245 $14.2684 $13.8117 $— $14.2684 

(1)Class C and Class E shares of our common stock are offered to investors pursuant to private offerings.
(2)Includes the partnership interests of the Operating Partnership held by parties other than the Company.

As of July 31, 2022, we had not sold any Class T shares.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the July 31, 2022 valuations, based on property types.
Property Type
Discount Rate
Exit Capitalization Rate
Multifamily6.2%4.8%
Office7.7%6.7%
Logistics5.8%4.9%
Alternatives5.0%4.8%

These assumptions are determined by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remained unchanged, the changes listed below would result in the following effects on our investment values:
InputHypothetical ChangeMultifamily Investment ValuesOffice Investment ValuesLogistics Investment ValuesAlternatives Investment Values
Discount Rate.25% Decrease2.1%1.9%2.1%1.8%
(weighted average).25% Increase(1.9)%(1.9)%(1.9)%(2.1)%
Exit Capitalization Rate.25% Decrease3.7%2.4%3.7%3.6%
(weighted average).25% Increase(3.1)%(2.3)%(3.4)%(3.3)%

The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation guidelines, single family-rental properties, and our unconsolidated interest in Principal Place.



The following table provides a breakdown of the major components of our total NAV as of June 30, 2022:
Components of NAV
June 30, 2022
Investments in real properties$1,788,082,635 
Investments in real estate-related loans and securities123,541,399 
Investments in unconsolidated entities96,119,013 
Cash and cash equivalents93,577,056 
Restricted cash85,833,626 
Other assets35,016,857 
Debt obligations(1,080,075,078)
Accrued performance fee(8,231,219)
Accrued stockholder servicing fees(1)
(279,908)
Management fee payable(1,015,793)
Dividend payable(4,157,652)
Subscriptions received in advance(77,634,769)
Other liabilities(25,356,469)
Non-controlling interests in joint ventures(21,089,484)
Net asset value$1,004,330,214 
Number of shares/units outstanding72,988,027 
(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of June 30, 2022, we had accrued under GAAP approximately $23.7 million of stockholder servicing fees.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of June 30, 2022:
NAV Per Share/UnitClass S
Shares
Class I
Shares
Class C
Shares(1)
Class E Shares(1)
Class T
Shares
Class D
Shares
Third-party Operating Partnership Units(2)
Total
Net asset value$412,308,735 $454,799,441 $94,565,755 $41,634,362 $— $29,897 $992,024 $1,004,330,214 
Number of shares/units outstanding 30,048,463 32,930,126 6,992,925 2,944,182 — 2,180 70,151 72,988,027 
NAV Per Share/Unit as of June 30, 2022
$13.7215 $13.8110 $13.5231 $14.1412 $— $13.7139 $14.1412 

(1)Class C and Class E shares of our common stock are offered to investors pursuant to private offerings.
(2)Includes the partnership interests of the Operating Partnership held by parties other than the Company.

As of June 30, 2022, we had not sold any Class T shares.




Status of Our Offering
We are currently offering on a continuous basis up to $7.5 billion in shares of common stock, consisting of up to $6.0 billion in shares in our primary offering and up to $1.5 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold (i) 35,544,103 shares of our common stock (consisting of 12,332,546 Class S shares, 23,207,189 Class I shares and 4,368 Class D shares; no Class T shares have been issued or sold) in our primary offering for total proceeds of $481,108,533 and (ii) 1,979,984 shares of our common stock (consisting of 1,700,814 Class S shares and 279,170 Class I shares; no Class T or Class D shares had been issued or sold as of the applicable date) pursuant to our distribution reinvestment plan for a total value of $11,401,185. We intend to continue selling shares in the Offering on a monthly basis.
Amendment to Advisory Agreement
On August 9, 2022, we entered into Amendment No. 1 to the Amended and Restated Advisory Agreement, by and among us, the Operating Partnership, and the Adviser, in order to reflect an updated reimbursement schedule for organization and offering expenses advanced by the Adviser.

The following disclosure modifies (i) the first paragraph in the section of the Prospectus entitled “Prospectus Summary—Fees and Expenses—Organization and Offering Expense Reimbursement—The Adviser,” (ii) the first paragraph in the section of the Prospectus entitled “Compensation—Organization and Offering Expense Reimbursement—The Adviser,” (iii) footnote (3) in the section of the Prospectus entitled “Estimated Use of Proceeds,” (iv) the second paragraph in the section of the Prospectus entitled “Management—The Advisory Agreement—Management Fee, Performance Fee and Expense Reimbursements—Expense Reimbursement” and (v) all similar disclosures in the Prospectus:
The Adviser has agreed to advance all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023 subject to the following reimbursement terms: (1) we will reimburse the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) we will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. We will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred after July 6, 2023. Our organization and offering expenses may include the organization and offering expenses of feeder vehicles primarily created to hold our shares, as well as certain expenses associated with the Adviser Transition. As part of the Adviser Transition, the Adviser acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser and is to be reimbursed therefor. As of June 30, 2022, the reimbursement payable to the Adviser for advanced organization and offering costs was $12.5 million.

The following disclosure replaces the first paragraph in the section of the Prospectus entitled “Net Asset Value Calculation and Valuation Guidelines—Liabilities”:
We include the fair value of our liabilities as part of our NAV calculation. These liabilities include the fees payable to the Adviser (including any accrued performance fees) and the Dealer Manager accounts payable, accrued operating expenses, property-level mortgages, any portfolio-level credit facilities and other liabilities. All liabilities will be valued using widely accepted methodologies specific to each type of liability. Liabilities related to stockholder servicing fees will be allocable to a specific class of shares and will only be included in the NAV calculation for that class. Our debt will typically be valued at fair value in accordance with GAAP. The Adviser will advance all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023 subject to the following reimbursement terms: (1) we will reimburse the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) we will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. For purposes of calculating our NAV, organization and offering expenses advanced by the Adviser will not be recognized as expenses or as a component of equity and reflected in our NAV until we reimburse the Adviser for these costs.




The following disclosure replaces the fourth paragraph in the section of the Prospectus entitled “Net Asset Value Calculation and Valuation Guidelines—NAV and NAV Per Share Calculation”:
The Adviser has agreed to advance all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) from our inception through July 5, 2023 subject to the following reimbursement terms: (1) we will reimburse the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) we will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. We will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred after July 6, 2023. Our organization and offering expenses may include the organization and offering expenses of feeder vehicles primarily created to hold our shares, as well as certain expenses associated with the Adviser Transition. As part of the Adviser Transition, the Adviser acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser and is to be reimbursed therefor. For purposes of calculating our NAV, the organization and offering expenses advanced by the Adviser (including organization and offering expenses previously incurred by the Sub-Adviser acquired by the Adviser for which the Adviser is entitled to be reimbursed) are not recognized as expenses or as a component of equity and reflected in our NAV until we reimburse the Adviser for these costs.

Definition of “Brookfield Investor”

The following disclosure replaces the definition of “Brookfield Investor” in the first paragraph in the section of the Prospectus entitled “Prospectus Summary—Brookfield Investor Repurchase Arrangement,” and all references to the term “Brookfield Investor” in the Prospectus shall have the meaning set forth below.
One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”)

Quarterly Report on Form 10-Q
We have filed with the SEC our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. The report (without exhibits) is attached to this Supplement as Appendix A.



APPENDIX A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 10-Q
(Mark One)
XQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 000-56428
 
Brookfield Real Estate Income Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland 82-2365593
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
250 Vesey Street, 15th Floor
New York, NY 10281
(Address of principal executive offices) (Zip Code)
(212) 417-7000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
Title of each classTrading Symbol(s)Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  X    No  ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer
Non-accelerated filerX  Smaller reporting companyX
   Emerging growth companyX
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  X
The number of the registrant’s outstanding shares of common stock as of July 31, 2022 was 77,973,917, consisting of 36,582,759 Class I shares, par value $0.01 per share, 30,537,448 Class S shares, par value $0.01 per share, 7,888,180 Class C shares, par value $0.01 per share, 2,180 Class D shares, par value $0.01 per share, and 2,963,350 Class E shares, no par value per share.



TABLE OF CONTENTS
 
PART I.
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II.
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
WEBSITE DISCLOSURE
Investors and others should note that we use our website, www.BrookfieldREIT.com, to announce material information to investors and the marketplace. While not all of the information that we post on our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on our website. Information contained on, or available through, our website is not incorporated by reference into this document.
 




Table of Contents
PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS
Brookfield Real Estate Income Trust Inc.
Consolidated Balance Sheets (Unaudited)
June 30, 2022December 31, 2021
Assets
Investments in real estate, net $1,567,875,163 $1,065,758,310 
Investments in real estate-related loans and securities, net 123,383,065 55,074,378 
Investments in unconsolidated entities96,119,013 129,671,086 
Intangible assets, net48,831,204 49,151,909 
Cash and cash equivalents 93,577,056 29,988,565 
Restricted cash 85,833,626 30,795,049 
Accounts and other receivables, net6,654,222 3,756,111 
Other assets28,437,393 10,518,031 
Total Assets$2,050,710,742 $1,374,713,439 
Liabilities and Equity
Mortgage loans and secured credit facility, net$1,095,681,190 $733,793,220 
Unsecured revolving credit facility— 105,000,000 
Due to affiliates47,603,179 35,890,147 
Intangible liabilities, net28,153,354 28,384,385 
Accounts payable, accrued expenses and other liabilities (include stock based compensation)30,736,345 16,223,191 
Subscriptions received in advance77,634,769 24,380,740 
Total Liabilities1,279,808,837 943,671,683 
Commitments and contingencies— — 
Redeemable non-controlling interests attributable to OP unitholders1,005,205 200,085,855 
Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at June 30, 2022 and December 31, 2021, respectively
— — 
Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 30,048,463 and 20,045,775 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
300,485 200,457 
Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 32,930,126 and 2,825,208 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
329,301 28,253 
Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021.
— — 
Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; 2,180 shares issued and outstanding as of June 30, 2022 and none issued and outstanding as of December 31, 2021.
22 — 
Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 6,992,925 and 1,644,303 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
69,929 16,443 
Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,944,182 and 2,097,971shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
— — 
Additional paid-in capital811,119,171 249,426,060 
Accumulated deficit(46,526,974)(23,608,973)
Total Stockholders’ Equity765,291,934 226,062,240 
Non-controlling interests attributable to third party joint ventures 4,229,766 4,518,661 
Non-controlling interests attributable to preferred stockholders375,000 375,000 
Total Equity769,896,700 230,955,901 
Total Liabilities and Stockholders' Equity$2,050,710,742 $1,374,713,439 
See accompanying notes to consolidated financial statements.
1

Table of Contents

The following table presents the assets and liabilities of investments consolidated as variable interest entities for which the Company is determined to be the primary beneficiary.
June 30, 2022December 31, 2021
Assets
Investments in real estate, net$227,441,605 $230,635,634 
Intangible assets, net6,394,744 7,311,796 
Cash and cash equivalents2,017,171 2,940,040 
Restricted cash6,274,742 5,413,888 
Accounts and other receivables, net3,299,672 597,673 
Other assets1,069,147 2,866,289 
Total Assets$246,497,081 $249,765,320 
Liabilities
Mortgage loans, net$177,220,451 $177,150,209 
Intangible liabilities, net32,596 45,019 
Accounts payable, accrued expenses and other liabilities4,328,479 4,317,033 
Total Liabilities$181,581,526 $181,512,261 
See accompanying notes to consolidated financial statements.

2

Table of Contents
Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Operations (Unaudited)
 
For the Three Months Ended
For the Six Months Ended
June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Revenues
Rental revenues $27,038,310 $7,435,941 $48,698,472 $14,666,989 
Other revenues2,754,986 483,499 4,647,578 864,943 
Total revenues29,793,296 7,919,440 53,346,050 15,531,932 
Expenses
Rental property operating 9,659,416 3,428,816 17,581,836 6,743,843 
General and administrative2,483,644 1,051,762 4,473,832 2,067,560 
Management fee 2,096,456 569,389 3,292,720 1,123,438 
Performance fee4,718,028 687,265 8,231,219 1,261,088 
Depreciation and amortization 15,347,608 3,788,243 28,542,799 8,112,729 
Total expenses34,305,152 9,525,475 62,122,406 19,308,658 
Other income (expense)
Income from real estate-related loans and securities1,418,078 1,352,252 2,488,785 2,554,585 
Interest expense(8,049,669)(1,402,408)(14,772,765)(2,774,865)
Realized gain on real estate investments, net— — 668,760 980,665 
Realized gain on financial instruments7,094,071 — 7,094,071 — 
Unrealized (loss) gain on investments, net(7,799,160)332,410 (1,008,236)319,983 
Total other income (expense)(7,336,680)282,254 (5,529,385)1,080,368 
Net loss(11,848,536)(1,323,781)(14,305,741)(2,696,358)
Net loss attributable to non-controlling interests in third party joint ventures28,702 63,992 22,902 189,270 
Net loss attributable to redeemable non-controlling interests3,673,069 — 4,648,093 — 
Net loss attributable to Brookfield REIT stockholders$(8,146,765)$(1,259,789)$(9,634,746)$(2,507,088)
Per common share data:
Net loss per share of common stock - basic and diluted$(0.18)$(0.06)$(0.25)$(0.12)
Weighted average number of shares outstanding - basic and diluted44,702,325 22,201,697 38,235,177 21,742,068 
See accompanying notes to consolidated financial statements.

3

Table of Contents
Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
For the Three Months Ended June 30, 2022
Par Value
Common
Stock
Class I
Common
Stock
Class S
Common
Stock
Class C
Common
Stock
Class E
Common
Stock
Class D
Additional
Paid-In
Capital
Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at March 31, 2022
$38,884 $246,883 $34,793 $— $— $321,874,638 $(29,898,291)$292,296,907 $4,400,308$375,000 $297,072,215 
Common stock issued 292,543 58,278 35,136 — 22 534,407,643 — 534,793,622 — — 534,793,622 
Stock-based compensation— — — — — 80,625 — 80,625 — — 80,625 
Distribution reinvestment225 1,941 — — — 3,381,862 — 3,384,028 — — 3,384,028 
Contributions from non-controlling interests— — — — — — — — 6,093 — 6,093 
Distributions — — — — — — (8,481,918)(8,481,918)(147,933)(24,251)(8,654,102)
Common stock repurchased (2,351)(6,617)— — — (13,513,257)— (13,522,225)— — (13,522,225)
Offering Costs — — — — — (5,976,483)— (5,976,483)— — (5,976,483)
Net (loss) income— — — — — — (11,819,834)(11,819,834)(28,702)24,251 (11,824,285)
Allocation to redeemable non-controlling interests— — — — — (29,135,857)3,673,069 (25,462,788)— — (25,462,788)
Balance at June 30, 2022
$329,301 $300,485 $69,929 $— $22 $811,119,171 $(46,526,974)$765,291,934 $4,229,766 $375,000 $769,896,700 
For the Three Months Ended June 30, 2021
 Par Value
 Common
Stock
Class I
Common
Stock
Class S
Common
Stock
Class C
Common
Stock
Class E
Common
Stock
Class D
Additional
Paid-In
Capital
 Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at March 31, 2021
$62,497 $143,387 $740 $— $— $201,847,118 $(18,811,831)$183,241,911 $7,437,441 $— $190,679,352 
Stock-based compensation— — — — — 17,452 — 17,452 — — 17,452 
Distribution reinvestment56 978 — — — 1,096,265 — 1,097,299 — — 1,097,299 
Common stock issued11,240 25,312 8,404 — — 47,988,024 — 48,032,980 — — 48,032,980 
Contributions— — — — — — — — 26,821 — 26,821 
Distributions— — — — — — (2,486,738)(2,486,738)(180,701)— (2,667,439)
Common stock repurchased(39,312)(930)— — — (40,415,315)— (40,455,557)— — (40,455,557)
Offering Costs— — — — — (989,815)— (989,815)— — (989,815)
Net loss— — — — — — (1,259,789)(1,259,789)(63,992)— (1,323,781)
Balance at June 30, 2021
$34,481 $168,747 $9,144 $— $— $209,543,729 $(22,558,358)$187,197,743 $7,219,569 $— $194,417,312 
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For the Six Months Ended June 30, 2022
Par Value
Common
Stock
Class I
Common
Stock
Class S
Common
Stock
Class C
Common
Stock
Class E
Common
Stock
Class D
Additional
Paid-In
Capital
Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at December 31, 2021
$28,253 $200,457 $16,443 $— $— $249,426,060 $(23,608,973)$226,062,240 $4,518,661$375,000$230,955,901 
Common stock issued 303,346 103,406 53,486 — 22 632,030,687 — 632,490,947 — — 632,490,947 
Stock-based compensation— — — — — 80,625 — 80,625 — — 80,625 
Distribution reinvestment395 3,520 — — — 5,955,414 — 5,959,329 — — 5,959,329 
Contributions from non-controlling interests— — — — — — — — 32,590 — 32,590 
Distributions — — — — — — (13,283,255)(13,283,255)(298,583)(24,251)(13,606,089)
Common stock repurchased (2,693)(6,898)— — — (14,314,713)— (14,324,304)— — (14,324,304)
Offering Costs — — — — — (12,052,207)— (12,052,207)— — (12,052,207)
Net (loss) income— — — — — — (14,282,839)(14,282,839)(22,902)24,251 (14,281,490)
Allocation to redeemable non-controlling interests— — — — — (50,006,695)4,648,093 (45,358,602)— — (45,358,602)
Balance at June 30, 2022
$329,301 $300,485 $69,929 $— $22 $811,119,171 $(46,526,974)$765,291,934 $4,229,766 $375,000 $769,896,700 
For the Six Months Ended June 30, 2021
 Par Value
 Common
Stock
Class I
Common
Stock
Class S
Common
Stock
Class C
Common
Stock
Class E
Common
Stock
Class D
Additional
Paid-In
Capital
 Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at December 31, 2020
$74,773 $130,326 $— $— $— $200,440,567 $(15,179,566)$185,466,100 $7,717,849 $— $193,183,949 
Stock-based compensation68 — — — — 35,240 — 35,308 — — 35,308 
Distribution reinvestment101 1,823 — — — 2,028,948 — 2,030,872 — — 2,030,872 
Common stock issued12,655 39,474 9,144 — — 65,177,309 — 65,238,582 — — 65,238,582 
Contributions— — — — — — — — 58,065 — 58,065 
Distributions— — — — — — (4,871,704)(4,871,704)(367,075)— (5,238,779)
Common stock repurchased(53,116)(2,876)— — — (56,206,253)— (56,262,245)— — (56,262,245)
Offering Costs— — — — — (1,932,082)— (1,932,082)— — (1,932,082)
Net loss— — — — — — (2,507,088)(2,507,088)(189,270)— (2,696,358)
Balance at June 30, 2021
$34,481 $168,747 $9,144 $— $— $209,543,729 $(22,558,358)$187,197,743 $7,219,569 $— $194,417,312 
See accompanying notes to financial statements.
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Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended
 June 30, 2022June 30, 2021
Cash flows from operating activities:
Net loss$(14,305,741)$(2,696,358)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization28,542,799 8,112,729 
Management fees3,292,720 1,123,438 
Performance fees8,231,219 — 
Amortization of above and below market leases and lease inducements(685,500)114,711 
Amortization of restricted stock grants80,625 35,308 
Amortization of deferred financing costs1,129,696 158,681 
Amortization of origination fees and discount(111,801)(83,466)
Capitalized interest from the real-estate loans171,663 (380,299)
Realized gain on investments in real estate-related loans and securities(668,760)(980,665)
Unrealized (gain) loss on investments1,008,236 (319,983)
Changes in assets and liabilities:
Increase in lease inducements and origination costs(259,358)(81,820)
Increase (decrease) in other assets(163,500)(60,151)
Increase in accounts and other receivables(2,898,111)(161,157)
Increase in accounts payable, accrued expenses and other liabilities8,859,988 140,322 
Increase in due to affiliates2,011,162 (2,320,634)
Net cash provided by operating activities34,235,337 2,600,656 
Cash flows from investing activities
Acquisitions of real estate(522,997,320)— 
Purchase of real estate-related loans and securities (73,534,642)(17,067,418)
Proceeds from sale of real estate-related loans and securities3,086,155 5,039,313 
Proceeds from principal repayments of real estate-related loans1,472,020 3,689,978 
Capital improvements to real estate (4,612,664)(1,023,447)
Purchase of trading securities(14,872,284)— 
Proceeds from sale of preferred membership interests28,831,269 — 
Net cash used in investing activities(582,627,466)(9,361,574)
Cash flows from financing activities:
Proceeds from mortgage loans584,960,000 108,338 
Proceeds from secured credit facility251,153,273 — 
Proceeds from affiliate line of credit43,000,000 — 
Proceeds from issuance of OP units38,000,000 — 
Repayment of secured term loan(214,750,000)— 
Repayment of secured credit facility(256,861,000)— 
Repayments of affiliate line of credit(148,000,000)— 
Payment of deferred financing costs(3,743,999)— 
Proceeds from issuance of common stock321,048,108 64,138,625 
Subscriptions received in advance 77,634,769 — 
Repurchases of common stock (17,957,672)(48,981,939)
Payment of offering costs(2,569,313)(1,519,218)
Distributions to non-controlling interests(298,583)(367,075)
Contributions from non-controlling interests32,590 58,065 
Distributions(4,604,725)(2,780,735)
Distributions to non-controlling interests attributable to preferred stockholders(24,251)— 
Net cash provided by financing activities667,019,197 10,656,061 
Net change in cash and cash-equivalents and restricted cash118,627,068 3,895,143 
Cash and cash-equivalents and restricted cash, beginning of period60,783,614 36,019,225 
Cash and cash-equivalents and restricted cash, end of period$179,410,682 $39,914,368 

See accompanying notes to financial statements.
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Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
For the Six Months Ended
June 30, 2022June 30, 2021
Cash and cash equivalents$93,577,056 $35,892,048 
Restricted cash85,833,626 4,022,320 
Total cash and cash equivalents and restricted cash$179,410,682 $39,914,368 
Supplemental disclosures:
Interest paid$13,259,617 $2,554,956 
Non-cash investing and financing activities:
Conversion of Brookfield REIT OP units to shares$284,785,172 $— 
Issuance of Brookfield REIT OP units as consideration for performance fees $2,345,920 $— 
Accrued distributions $3,006,035 $828,618 
Accrued stockholder servicing fee$9,482,894 $123,880 
Distributions reinvested $5,959,329 $2,030,872 
Management fees paid in shares$2,276,927 $1,099,957 
Accrued capital improvements $45,266 $44,866 
Allocation to redeemable non-controlling interest$44,801,500 $— 
Reinvested distributions to redeemable non-controlling interest$7,786,910 $— 
Real estate related loan repayment in accounts receivable $— $199,596 
Accrued repurchases in accounts payable $4,118,274 $— 
Accrued repurchases in due to affiliates $— $9,917,806 

See accompanying notes to financial statements.
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Brookfield Real Estate Income Trust Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization and Business Purpose
Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.) (the “Company”) was formed on July 27, 2017 as a Maryland corporation and has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2019. The Company invests primarily in high-quality real estate properties in desirable locations - primarily income-producing U.S. commercial real estate with upside potential through active asset management. To a lesser extent, the Company invests in real estate-related investments, including real estate-related debt and real estate-related securities. The Company is the sole general partner of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company’s business is conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”). Prior to the Adviser Transition (as defined below) that occurred on November 2, 2021, the Company was externally managed by Oaktree Fund Advisors, LLC (the “Oaktree Adviser” or the “Sub-Adviser”), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”).
On July 15, 2021, the Company entered into an adviser transition agreement (the “Adviser Transition Agreement”) with the Adviser and the Oaktree Adviser. On November 2, 2021, pursuant to the terms of the Adviser Transition Agreement, among other things, the Company (i) accepted the resignation of the Oaktree Adviser as its external adviser under the previous advisory agreement between the Company and the Oaktree Adviser, and (ii) entered into a new advisory agreement (the “Advisory Agreement”) with the Adviser (together, with the related transactions authorized by the Company’s board of directors or otherwise contemplated in connection with the Company’s entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”).
In addition, on November 2, 2021, the Company, the Adviser and the Operating Partnership entered into sub-advisory agreements with the Oaktree Adviser, pursuant to which the Oaktree Adviser (i) manages certain of the Company’s real estate properties and real estate-related debt investments that were acquired by the Company prior to the Adviser Transition and (ii) selects and manages the Company’s liquid assets.
The Company had previously registered with the Securities and Exchange Commission (the “SEC”) its initial public offering of up to $2,000,000,000 in shares of common stock (the “Previous Offering”), which was initially declared effective on April 30, 2018 and terminated on November 2, 2021. The Company subsequently registered a follow-on offering with the SEC of up to $7,500,000,000 in shares of common stock, consisting of up to $6,000,000,000 in shares in its primary offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the “Current Offering” and with the Previous Offering, the “Offering”).
The Company is offering to the public any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The purchase price per share for each class of common stock varies and generally equals the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. The Company intends to continue selling shares on a monthly basis.
In addition to the Offering, the Company is conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation S thereunder. The Company is also offering Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).
As of June 30, 2022, the Company owned 19 investments in real estate, one investment in an unconsolidated real-estate venture, four investments in real estate-related loans, and 19 investments in real estate-related debt securities.

2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. Certain comparative figures have been reclassified to conform to the current year presentation. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial
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position, results of operations and cash flows of the Company for the interim periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC.
The Company consolidates all entities in which it retains a controlling financial interest through majority ownership or voting rights and entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entities as its sole general partner. The Company also consolidates all VIEs for which it is the primary beneficiary. Where the Company does not have the power to direct the activities of the VIE that most significantly impact its economic performance, the Company’s interest for those partially owned entities are accounted for using the equity method of accounting. Equity method investments for which the Company has not elected a fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses.
The Operating Partnership and the Company’s joint ventures are considered to be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.
For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling joint venture partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interest.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses at the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2022.
Investments in Real Estate
In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.
The Company evaluates each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. Generally, acquisitions of real estate or in-substance real estate are not expected to meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. All property acquisitions to date have been accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.
The Company capitalizes acquisition-related costs associated with asset acquisitions. Upon acquisition of a property, the Company assesses the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- or below-market leases, acquired in-place leases, and other intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.
The estimated fair value of acquired in-place leases include the costs the Company would have incurred to lease the properties to their occupancy levels at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. The Company evaluates avoided costs over the time period over which occupancy levels at the date of acquisition would be achieved had the property been acquired vacant. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily
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consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases are amortized over the remaining lease terms as a component of depreciation and amortization expense.
For acquired in-place leases, above- and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The values of acquired above- and below-market leases are amortized over the terms of the related leases and recognized as either increases (for below-market leases) or decreases (for above-market leases) to rental revenue. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of the above- or below-market lease value is charged to rental revenue.
Significant improvements to properties are capitalized and depreciated over their estimated useful life. Expenditures for ordinary repairs and maintenance are expensed to operations as incurred.
The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
DescriptionDepreciable Life
Building
30-40 years
Building and site improvements
5-21 years
Furniture, fixtures and equipment
1-9 years
Tenant improvementsShorter of estimated useful life or lease term
In-place lease intangiblesOver lease term
Above and below market leasesOver lease term
Lease origination costsOver lease term
Present value of tax abatement savingsOver tax abatement period
When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.
The Company’s management reviews its real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. In reviewing the portfolio, the Company’s management examines the type of asset, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, changes in holding period, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset for which indicators of impairment are identified, the Company performs a recoverability analysis that compares future undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset to its carrying value. If the undiscounted cash flow analysis yields an amount which is less than the asset’s carrying amount, an impairment loss will be recorded equal to the amount by which the carrying value of the asset exceeds its estimated fair value. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. During the periods presented, no such impairment occurred.
Assets Held for Sale
The Company classifies the assets and liabilities related to its real estate investments as held for sale when a sale is probable to occur within one year. The Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company classifies held for sale assets and liabilities at the lower of depreciated cost or fair value less closing costs. There were no properties held for sale as of June 30, 2022 and December 31, 2021.
Investments in Unconsolidated Entities
Investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. The Company’s investments in unconsolidated entities are periodically assessed for impairment and an impairment loss would be recorded when the fair value of the investment falls below the carrying value and such decline is determined to be other-than-temporary.
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The Company has elected the FVO for its investment in unconsolidated entities and therefore reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations.
Investments in Real Estate-Related Loans and Securities
Real estate-related loans that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans are recorded at amortized cost, or outstanding unpaid principal balance less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans are expensed as incurred.
Interest income related to the Company’s loans is recognized based upon contractual interest rate and unpaid principal balance of the loans as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations. Net deferred loan fees on originated loans are deferred and amortized as adjustments to interest income over the expected life of the loans using the effective yield method. Premium or discount on purchased loans are amortized as adjustments to interest income over the expected life of the loans using the effective yield method. When a loan is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan are recognized as additional interest income.
The Company assesses its real estate-related loans for impairment and loans are considered to be impaired when it is probable that the Company will not be able to collect all amounts due in accordance with contractual terms, including consideration of the underlying collateral value. As of June 30, 2022, each of the Company’s real estate-related loans was performing in accordance with its contractual terms and no impairment loss has been recognized.
The Company has elected to classify its real estate debt securities as trading securities and carry such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security. Interest income from real estate-related debt securities is recorded as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations.
Revenue Recognition
Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. Base rent is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Other rental revenues include amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income.
The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. In making this determination, the Company considers the length of time a receivable has been outstanding, tenant creditworthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.
Restricted Cash
Restricted cash primarily consists of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. The remaining balance of restricted cash primarily consists of amounts in escrow related to real estate taxes, construction reserves and insurance in connection with mortgages at certain of the Company’s property and tenant security deposits.
Trading Securities
Trading securities consist of U.S. government securities that are available to support our current operations and liquidity. Trading securities have been classified as available-for-sale securities and are measured at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security and is recorded as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations.
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Foreign Currency
In the normal course of business, the Company makes investments in real estate outside the United States (“U.S.”) through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Gains and losses from translation of foreign denominated transactions into U.S. dollars are included in current results of operations as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations.
Deferred Charges
The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes and term loans are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments. Deferred financing costs related to the Company’s revolving credit facility are recorded as a component of Other Assets on the Company’s Consolidated Balance Sheets and amortized over the term of the applicable financing agreements. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Other assets on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes and, with regard to its non-U.S. investments, changes in foreign currency exchange rates. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate and currency rate risk. These financial instruments may include interest-rate swaps and other derivative contracts.
The Company recognizes all derivatives as either assets or liabilities in the accompanying Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair values of the Company’s derivatives are recorded in current-period earnings as a component of Unrealized gain on investments, net on the accompanying Consolidated Statements of Operations. Realized gains or losses on foreign currency derivatives are recorded as Realized gain on financial instruments in the accompanying Consolidated Statements of Operations. As of June 30, 2022, the Company had two interest-rate cap contracts, one currency swap contract and one interest-rate swap contract. The derivatives are accounted for as freestanding and changes in fair value are recorded in current-period earnings.
Fair Value Measurement    
Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Valuation of Assets and Liabilities Measured at Fair Value
The Company’s investments in real estate-related securities and trading securities are reported at fair value. The Company generally determines the fair value of its investments in real estate-related securities and trading securities by utilizing third-party pricing service providers. In determining the value of a particular investment, the pricing service providers may use
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broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. The inputs used in determining the Company’s real estate-related and trading securities reported at fair value are considered Level 2.
The Company’s derivative financial instruments are reported at fair value. The fair value of the Company’s interest rate swap is determined using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company’s nonperformance risk. The fair value of the Company’s interest rate cap is determined using models developed by the respective counterparty as well as third-party pricing service providers that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). The fair value of the Company’s foreign currency swap is determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2.
The Company has elected the FVO for its equity method investment and therefore, reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations. The Company separately values the assets and liabilities of the equity method investment. To determine the fair value of the assets of the equity method investments, the Company utilizes a discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate. The Company determines the fair value of the indebtedness of the equity method investment by modeling the cash flows required by the debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its equity method investment at fair value. The inputs used in determining the Company’s equity method investment carried at fair value are considered Level 3.
The Company’s carrying values of cash and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments.
The following table details the Company’s assets measured at fair value on a recurring basis:
June 30, 2022December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Investments in real estate-related securities$— $89,295,768 $— $89,295,768 $— $19,511,008 $— $19,511,008 
Investment in unconsolidated entities— — 96,119,013 96,119,013 — — 100,839,817 100,839,817 
Trading securities— 14,859,040 — 14,859,040 — — — — 
Derivatives— 4,355,384 — 4,355,384 — 1,430,697 — 1,430,697 
Total$— $108,510,192 $96,119,013 $204,629,205 $— $20,941,705 $100,839,817 $121,781,522 

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs:
Investment in unconsolidated entities
Balance as of December 31, 2021
$100,839,817 
Included in net loss
Impact included in Unrealized loss on investments, net(4,720,804)
Balance as of June 30, 2022
$96,119,013 




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Valuation of Liabilities Not Measured at Fair Value
The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of June 30, 2022, the fair value of the Company’s mortgage loans, secured credit facility, and revolving credit facility was approximately $21.8 million below the outstanding principal balance.
Income Taxes
The Company qualifies to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. The Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
The Company has formed wholly-owned subsidiaries that are taxed as taxable REIT subsidiaries (“TRSs”) that are subject to taxation at the federal, state and local levels, as applicable. In general, a TRS may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business. The Company will account for applicable income taxes by utilizing the asset and liability method. As such, the Company will record deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset my not be realized.
Organization and Offering Expenses
As of June 30, 2022 and December 31, 2021, the Adviser and its affiliates had incurred approximately $12.5 million and $12.0 million, respectively, of organization and offering expenses on the Company’s behalf, which will be reimbursed ratably over a 60 month period following July 6, 2022.
Organizational expenses are expensed as incurred and offering expenses are reflected as a reduction of additional paid-in capital as such amounts will be reimbursed to the Adviser or its affiliates from the gross proceeds of the Offering. Any amount due to the Adviser but not paid are recorded as Due to affiliates on the accompanying Consolidated Balance Sheets.
Earnings Per Share
The Company uses the two-class method in calculating earnings per share (EPS) when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Basic earnings per share (Basic EPS) for the Companys common stock are computed by dividing net income allocable to common shareholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share (Diluted EPS) is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.
The Company includes unvested shares of restricted stock in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation. For the three and six months ended June 30, 2022 and 2021, there were no dilutive participating securities.
Segment Reporting
The Company operates in six reportable segments: multifamily properties, office properties, logistics properties, alternative properties, investments in unconsolidated entities and real estate-related loans and securities. The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.
Stockholder Servicing Fee
The Company has entered into a dealer manager agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer affiliated with the Adviser (“Dealer Manager”), to serve as the dealer manager for the Current Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees up to 3.5% of the transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S and Class T shares with a limit up to, in the aggregate, 8.75% of the gross proceeds from such shares. The Dealer Manager is entitled to receive upfront selling commissions up to 1.5% of the transaction price and ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for outstanding Class D shares with a limit up to, in the aggregate, 8.75% of the gross proceeds from such
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shares. There are no upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees with respect to Class I shares.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to amend the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology pursuant to GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As of January 1, 2022, the Company adopted this guidance and it did not have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842), and related ASU’s subsequently issued (collectively, "ASC 842"), which requires lessees to classify leases as either finance or operating leases based on certain criteria and record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. As of January 1, 2022, the Company adopted the lease guidance. The Company’s rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties under operating leases. The Company elected to apply the practical expedient available under ASC 842, for all classes of assets, not to segregate the lease components from the non-lease components when accounting for operating leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the lease and non-lease components are accounted for in accordance with ASC 842 and reported as rental revenues in the accompanying Consolidated Statements of Operations. As of June 30, 2022, the Company had no investments in real estate subject to ground leases and has therefore not recorded any right-of-use assets and lease liabilities in the Company’s Consolidated Financial Statements.
In March 2020, the FASB issued guidance which provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offer Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally may be elected over time through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through June 30, 2022, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve.

3. Investments in Real Estate
As of June 30, 2022 and December 31, 2021, investments in real estate, net, consisted of the following:
June 30, 2022December 31, 2021
Building and building improvements $1,294,845,459 $874,834,206 
Land and land improvements254,502,944 164,901,074 
Tenant improvements35,211,087 35,591,724 
Furniture, fixtures and equipment23,258,902 11,061,146 
Accumulated depreciation(39,943,229)(20,629,840)
Investments in real estate, net$1,567,875,163 $1,065,758,310 
Acquisitions
During the six months ended June 30, 2022, the Company acquired $522.4 million of real estate investments, which were comprised of three multifamily properties, two logistics properties and 362 single-family rental properties.
During the year ended December 31, 2021, the Company acquired $852.9 million of real estate investments, which were comprised of five multifamily properties, three logistics properties, one alternative property and 14 single-family rental properties.
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The following table provides further details of the properties acquired during the six months ended June 30, 2022 and year ended December 31, 2021:
InvestmentOwnership InterestLocationTypeAcquisition Date Square Feet/Units
Purchase Price(1)
1110 Key Federal Hill100%Baltimore, MDMultifamilySeptember 2021224$75,152,886 
Domain100%Orlando, FLMultifamilyNovember 202132474,157,027 
The Burnham100%Nashville, TNMultifamilyNovember 2021328129,057,027 
6123-6227 Monroe Ct100%Morton Grove, ILLogisticsNovember 2021208,00017,264,728 
8400 Westphalia Road100%Upper Marlboro, MDLogisticsNovember 2021100,00027,960,931 
McLane Distribution Center100%Lakeland, FLLogisticsNovember 2021211,00026,754,957 
Flats on Front100%Wilmington , NCMultifamilyDecember 202127397,728,205 
Verso Apartments100%Beaverton, ORMultifamilyDecember 202117274,215,860 
DreamWorks Animation Studios100%Glendale, CAAlternativesDecember 2021497,000326,743,229 
Single-Family Rentals100%VariousAlternativesVarious 2021143,839,927 
2626 South Side Flats100%Pittsburgh, PAMultifamilyJanuary 202226492,459,116 
2003 Beaver Road100%Landover, MDLogisticsFebruary 202238,0009,646,428 
187 Bartram Parkway100%Franklin, INLogisticsFebruary 2022300,00028,911,945 
The Parker100%Alexandria, VAMultifamilyMarch 2022360136,778,942 
Briggs & Union100%Mount Laurel, NJMultifamilyApril 2022490158,647,833 
Single-Family Rentals100%VariousAlternativesVarious 202236295,914,289 
$1,375,233,330 
(1)Purchase price is inclusive of closing costs.
The following table summarizes the purchase price allocation of the properties acquired during the six months ended June 30, 2022 and year ended December 31, 2021:

June 30, 2022December 31, 2021
Building and building improvements$429,914,587 $660,098,315 
Land and land improvements73,310,494 145,611,087 
Tenant improvements1,232,492 24,991,410 
Furniture, fixtures and equipment9,530,183 6,307,805 
In-place lease intangibles5,664,090 32,518,944 
Lease origination costs901,606 8,534,907 
Tax abatement intangible2,194,578 3,054,438 
Above-market lease intangibles64,995 178,101 
Below-market lease intangibles(454,469)(28,420,233)
Total purchase price(1)
522,358,556 852,874,774 
Assumed debt(2)
— 132,550,000 
Net purchase price$522,358,556 $720,324,774 

(1)Purchase price is inclusive of closing costs.
(2)Refer to Note 9 for additional details on the Company’s mortgage loans and indebtedness.

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4. Investments in Unconsolidated Entities
The Company holds an investment in an unconsolidated joint venture that it has elected to account for using the FVO, as the Company’s ownership interest in the joint venture does not meet the requirements for consolidation.
On November 2, 2021, the Company acquired a 20% interest in Principal Place, an office property located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. As of June 30, 2022 and December 31, 2021, the fair value of the Company’s interest in Principal Place was $96.1 million and $100.8 million, respectively.
On November 2, 2021, the Company sold its ownership interest in Ezlyn, a multifamily property, to an affiliate of the Oaktree Adviser for $42.4 million of consideration, consisting of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. In connection with the Ezlyn disposition, the Company recognized a realized gain on sale of $19.5 million and recorded the preferred equity interest using the equity method of accounting. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. As of December 31, 2021, the Company’s carrying value of its preferred equity interest was $28.8 million. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million of cash.
As of June 30, 2022 and December 31, 2021, investments in unconsolidated entities were $96.1 million and $129.7 million, respectively.
The following tables provide summarized financial information of the joint venture that owns Principal Place as of and for the periods set forth below:
As of June 30, 2022As of December 31, 2021
Total Assets$1,014,968,452 $1,133,943,189 
Total Liabilities579,350,441 640,809,702 
Total Equity$435,618,011 $493,133,487 

For the
three months ended
June 30, 2022
For the
six months ended
June 30, 2022
For the period
November 2, 2021
through December 31, 2021
Total Revenues$11,393,912 $24,812,792 $5,891,879 
Total Expenses13,045,813 26,856,823 9,285,693 
Net Loss$(1,651,901)$(2,044,031)$(3,393,814)
























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5. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of June 30, 2022 and December 31, 2021:

Intangible assets:June 30, 2022December 31, 2021
In-place lease intangibles$46,873,839 $41,209,749 
Lease origination costs 13,771,698 12,610,735 
Lease inducements1,708,038 1,708,038 
Tax intangibles5,249,016 3,054,438 
Above-market lease intangibles 248,849 183,854 
Total intangible assets 67,851,440 58,766,814 
Accumulated amortization:
In-place lease intangibles (16,342,409)(8,082,379)
Lease origination costs(1,606,515)(972,556)
Lease inducements(660,446)(533,673)
Tax intangibles(386,991)(20,544)
Above-market lease intangibles (23,875)(5,753)
Total accumulated amortization (19,020,236)(9,614,905)
Intangible assets, net $48,831,204 $49,151,909 
Intangible liabilities:
Below-market lease intangibles $(28,975,167)$(28,520,699)
Accumulated amortization821,813 136,314 
Intangible liabilities, net$(28,153,354)$(28,384,385)

The weighted average amortization periods of the intangible assets is 145 months and intangible liabilities is 266 months.
The following table details the Company’s future amortization of intangible assets:
Amortization
For the remainder of 2022$4,074,431 
20234,922,230 
20244,321,381 
20254,034,750 
20263,578,254 
20273,109,141 
Thereafter24,791,017 
Total$48,831,204 
The following table details the Company’s future amortization of intangible liabilities:
Amortization
For the remainder of 2022$(678,020)
2023(1,348,228)
2024(1,344,533)
2025(1,339,796)
2026(1,332,185)
2027(1,327,356)
Thereafter(20,783,236)
Total$(28,153,354)

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6. Investments in Real Estate-Related Loans and Securities
The following table summarizes the components of investments in real estate-related loans and securities as of June 30, 2022 and December 31, 2021:
June 30, 2022December 31, 2021
Real estate-related loans$34,087,297 $35,563,370 
Real estate-related securities89,295,768 19,511,008 
Total investments in real estate-related loans and securities$123,383,065 $55,074,378 

The following tables detail the Company’s real estate-related loan investments as of June 30, 2022 and December 31, 2021:
As of June 30, 2022
InvestmentCollateral
Interest Rate(1)
Maturity DatePayment TermsFace AmountUnamortized DiscountCarrying Amount
IMC/AMC Bond InvestmentInternational Markets Center
AmericasMart Atlanta
L+6.15%
December 2023Principal due at maturity$25,000,000 $(121,471)$24,878,529 
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York
L+7.00%
February 2024
Principal due at maturity(3)
1,175,988 (58,565)1,117,423 
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California
L+7.30%
February 2024
Principal due at maturity(3)
6,551,820 (35,092)6,516,728 
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California
L+12.50%
February 2024
Principal due at maturity(3)
1,582,488 (7,871)1,574,617 
$34,310,296 $(222,999)$34,087,297 
(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of June 30, 2022, one-month LIBOR was equal to 1.79%.
(2)
The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.
As of December 31, 2021
InvestmentCollateral
Interest Rate(1)
Maturity DatePayment TermsFace AmountUnamortized DiscountCarrying Amount
IMC/AMC Bond InvestmentInternational Markets Center
AmericasMart Atlanta
L+6.15%
December 2023Principal due at maturity$25,000,000 $(163,601)$24,836,399 
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York
L+7.00%
February 2024
Principal due at maturity(3)
1,439,853 (91,409)1,348,444 
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California
L+7.30%
February 2024
Principal due at maturity(3)
7,655,908 (65,170)7,590,738 
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California
L+12.50%
February 2024
Principal due at maturity(3)
1,802,408 (14,619)1,787,789 
$35,898,169 $(334,799)$35,563,370 
(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of December 31, 2021, one-month LIBOR was equal to 0.10%.
(2)
The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.
On February 2, 2021, the Company funded $4.1 million to acquire an interest in an entity that holds a first mortgage loan investment (the “Montgomery Loan”) in the 111 Montgomery Condominium, a 156 unit condominium tower located in Brooklyn, New York. The Montgomery Loan is secured by the 111 Montgomery Condominium development and bears interest at a floating rate of 7.0% over the one-month LIBOR. During the six months ended June 30, 2022 and year ended December 31, 2021, the Company received net repayments of $1.6 million and $2.7 million, respectively.
On February 21, 2021, the Company funded $10.3 million to acquire an interest in an entity that holds a first mortgage loan investment (the “Avery Senior Loan”) in the Avery Condominium, a 548 unit condominium and luxury apartment tower located in San Francisco, California. The Avery Senior Loan is secured by the Avery Condominium development and bears interest at a floating rate of 7.3% over the one-month LIBOR. During the six months ended June 30, 2022 and year ended December 31, 2021, the Company received net repayments of $1.3 million and $2.6 million, respectively.
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On February 21, 2021, the Company funded $2.3 million to acquire an interest in an entity that holds a mezzanine mortgage loan investment (the “Avery Mezzanine Loan”) in the Avery Condominium, a 548 unit condominium and luxury apartment tower located in San Francisco, California. The Avery Mezzanine Loan is secured by the Avery Condominium development and bears interest at a floating rate of 12.5% over the one-month LIBOR. During the six months ended June 30, 2022 and year ended December 31, 2021, the Company received net repayments of $0.3 million and $0.5 million, respectively.
The Company’s investments in real estate-related securities consist of commercial mortgage-backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS”). The following tables detail the Company’s investments in real estate-related securities as of June 30, 2022 and December 31, 2021:
June 30, 2022
Type of SecurityNumber of Positions
Weighted Average Coupon(1)
Weighted Average Maturity Date(2)
Face AmountCost BasisFair Value
CMBS - floating13
L+3.89%
December 2025$71,622,000 $68,046,306 $68,536,233 
CMBS - fixed3
3.65%
September 202413,794,000 12,786,667 12,760,464 
RMBS3
2.65%
February 202512,192,000 8,018,590 7,999,071 
Total investments in real estate-related securities19
4.94%
September 2025$97,608,000 $88,851,563 $89,295,768 
December 31, 2021
Type of SecurityNumber of Positions
Weighted Average Coupon(1)
Weighted Average Maturity Date(2)
Face AmountCost BasisFair Value
CMBS - floating4
L+4.00%
February 2030$19,760,000 $17,790,125 $19,511,008 
Total investments in real estate-related securities4L+4.00%February 2030$19,760,000 $17,790,125 $19,511,008 
(1)
The term “L” refers to the relevant floating benchmark rates, which include USD LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of June 30, 2022 and December 31, 2021, one-month LIBOR was equal to 1.79% and 0.10%, respectively. As of June 30, 2022 and December 31, 2021, SOFR was equal to 1.50% and 0.05%, respectively.
(2)Weighted average maturity date is based on the fully extended maturity date of the instruments.
During the three and six months ended June 30, 2022, the Company recorded net unrealized losses on its real estate-related securities investments of $0.6 million and $1.3 million, respectively, and net realized gains on its real estate-related securities investments of $0.0 million and $0.7 million, respectively. During the three and six months ended June 30, 2021, the Company recorded net unrealized gains and net realized gains on its real estate-related securities investments of $0.3 million and $1.3 million, respectively. Such amounts are recorded as components of Other income (expense) on the Company’s Consolidated Statements of Operations.

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7. Accounts and Other Receivables and Other Assets
The following table summarizes the components of accounts and other receivables and other assets as of June 30, 2022 and December 31, 2021:
ReceivablesJune 30, 2022December 31, 2021
Accounts receivable$2,512,829 $1,258,307 
Straight-line rent receivable3,409,671 2,252,699 
Interest receivable814,635 293,873 
Allowance for doubtful accounts(82,913)(48,768)
Total accounts and other receivables, net$6,654,222 $3,756,111 
Other assets June 30, 2022December 31, 2021
Trading securities$14,859,040 $— 
Deposits 4,709,049 6,808,716 
Prepaid expenses2,868,701 2,181,765 
Capitalized fees, net7,103 13,292 
Derivatives(1)
4,355,384 1,430,697 
Interest rate caps1,638,116 83,561 
Total other assets$28,437,393 $10,518,031 
(1)
Derivatives include an interest rate swap contract related to the Two Liberty mortgage loan and a foreign currency swap contract related to the Company’s non-U.S. investment. The interest rate swap has a notional amount of $33.8 million and matures in August 2024. Two Liberty receives a floating rate of one-month USD LIBOR and pays a fixed rate of 0.7225%. The foreign currency swap has a notional amount of £73.3 million GBP and matured in August 2022, at which time the Company entered into a two-year foreign currency swap at the same notional amount.

8. Accounts Payable, Accrued Expenses and Other Liabilities
The following table summarizes the components of accounts payable, accrued expenses and other liabilities as of June 30, 2022 and December 31, 2021:
June 30, 2022December 31, 2021
Real estate taxes payable $3,341,604 $2,350,065 
Accounts payable and accrued expenses11,837,161 6,615,746 
Prepaid rent 945,754 1,044,844 
Accrued interest expense 2,219,842 509,213 
Tenant security deposits 2,497,218 1,286,365 
Distribution payable 4,151,069 2,822,987 
Stock repurchases payable5,743,697 1,593,971 
Total accounts payable, accrued expenses and other liabilities$30,736,345 $16,223,191 

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9. Mortgage Loans and Indebtedness
The following table summarizes the components of mortgage loans and indebtedness as of June 30, 2022 and December 31, 2021:
Principal Balance Outstanding
Indebtedness
Interest Rate(1)
Maturity DateJune 30, 2022December 31, 2021
Anzio Apartments mortgage loan
L+1.59%
May 2029$44,400,000 $44,400,000 
Two Liberty Center mortgage loan
L+1.50%
August 202462,085,155 62,085,155 
Lakes at West Covina mortgage loan
L+1.55%
February 202525,603,855 25,603,855 
Arbors of Las Colinas mortgage loan
SOFR+2.24%
January 203145,950,000 45,950,000 
1110 Key Federal Hill mortgage loan
2.34%
October 202851,520,000 51,520,000 
Domain mortgage loan
SOFR+1.50%
December 202648,700,000 48,700,000 
DreamWorks Animation Studios mortgage loan
3.20%
March 2029212,200,000 214,750,000 
Secured Multifamily Term Loan
SOFR+1.70%
March 2025372,760,000 — 
Secured Credit Facility (2)(3)
SOFR+1.95%
November 2022238,694,094 244,401,821 
Affiliate Line of Credit
L + 2.25%
November 2022— 105,000,000 
Total indebtedness1,101,913,104 842,410,831 
Less: deferred financing costs, net(6,231,914)(3,617,611)
Total indebtedness, net$1,095,681,190 $838,793,220 
(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of June 30, 2022 and December 31, 2021, one-month LIBOR was equal to 1.79% and 0.10%, respectively. The term “SOFR” refers to the Secured Overnight Financing Rate. As of June 30, 2022 and December 31, 2021, SOFR was 1.50% and 0.05%, respectively.
(2)
The Company assumed debt totaling $132.6 million in connection with the acquisition of Domain and The Burnham. The debt was refinanced in November 2021 with a $48.7 million mortgage loan secured by Domain and a $83.9 million borrowing on the Secured Credit Facility secured by The Burnham.
(3)
As of June 30, 2022, borrowings on the Secured Credit Facility were secured by the following properties: 8400 Westphalia Road, 6123-6227 Monroe Court, McLane Distribution Center, 2003 Beaver Road, 187 Bartram Parkway, Briggs & Union and certain properties in the Single Family Rental Portfolio. As of December 31, 2021, borrowings on the Secured Credit Facility were secured by the following properties: The Burnham, Flats on Front, Verso Apartments, 8400 Westphalia Road, 6123-6227 Monroe Court, and McLane Distribution Center. The facility has a one-year extension option to November 9, 2023, subject to certain conditions.

The following table presents the future principal payments due under the Company’s mortgage loans as of June 30, 2022:
YearAmount
For the remainder of 2022$238,694,094 
2023— 
202462,490,707 
2025399,106,941 
202650,141,229 
20271,564,346 
Thereafter349,915,787 
Total$1,101,913,104 
The mortgage loans, Secured Multifamily Term Loan, and Secured Credit Facility are subject to various financial and operational covenants. These covenants require the Company to maintain certain financial ratios, which may include leverage, debt yield, and debt service coverage, among others. As of June 30, 2022, the Company is in compliance with all of its loan covenants that could result in a default under such agreements. At Two Liberty Center, cash flows from the property are currently held in a restricted cash account due to a debt service coverage ratio requirement.
Mortgage Loans
During the six months ended June 30, 2022 and year ended December 31, 2021, the Company financed $212.2 million and $315.0 million, respectively, in mortgage loans related to its properties, which were subject to customary terms and conditions. During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company repaid $214.8 million and $53.0 million, respectively, of mortgage loans.
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Secured Multifamily Term Loan
In March 2022, the Company entered into a term loan (the “Secured Multifamily Term Loan”) providing for a senior secured loan with an aggregate principal amount of $372.8 million. Borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. Borrowings under the Secured Multifamily Term Loan bear interest at a rate of SOFR plus 1.70%. The Secured Multifamily Term Loan matures on March 21, 2025, and has two one-year extension options to March 2026 and 2027, subject to certain conditions.
Secured Credit Facility
In November 2021, the Company entered into a credit agreement (the “Secured Credit Facility”) providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. Borrowings on the Secured Credit Facility are secured by certain properties owned by the Company. The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million on March 9, 2022. Effective May 15, 2022, the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Secured Credit Facility bear interest at a rate of SOFR plus 1.95%. The Secured Credit Facility matures on November 9, 2022, and has a one-year extension option to November 9, 2023, subject to certain conditions. As of June 30, 2022 and December 31, 2021, there were $238.7 million and $244.4 million, respectively, of outstanding borrowings on the Secured Credit Facility.
Affiliate Line of Credit
In November 2021, the Company entered into a revolving line of credit with an affiliate of Brookfield (the “Affiliate Line of Credit”), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The credit agreement expires on November 2, 2022, subject to one-year extension options requiring the lender’s approval. Borrowings under the credit agreement bear interest at a rate of the then-current rate offered by a third-party lender for a similar product, or, if no such rate is available, LIBOR plus 2.25%. As of June 30, 2022 and December 31, 2021, there were $0.0 and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

10. Related Party Transactions
Advisory Agreement
Pursuant to the advisory agreement, the Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV on its Class C, Class D, Class I, Class S and Class T common shares (no management fee is paid on the Class E common shares), payable monthly, as compensation for the services it provides to the Company. Prior to the Adviser Transition, the Oaktree Adviser was entitled to an annual management fee equal to 1.00% of the Company’s NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash or shares of the Company’s common stock. To date, the Adviser, and previously the Oaktree Adviser, has elected to receive the management fee in shares of the Company’s common stock.
During the three and six months ended June 30, 2022, management fees earned by the Adviser and the Oaktree Adviser were $2.1 million and $3.3 million, respectively. During the three and six months ended June 30, 2021, management fees earned by the Adviser and the Oaktree Adviser were $0.6 million and $1.1 million, respectively.
The Adviser, and prior to the Adviser Transition the Oaktree Adviser, is entitled to a performance fee based on the total return of the Company’s Class C, Class D, Class I, Class S and Class T common shares (no performance fee is paid on the Class E common shares). Total return is defined as distributions paid or accrued plus the change in the Company’s NAV, adjusted for subscriptions and repurchases. Pursuant to the Advisory Agreement, the performance fee is equal to 12.5% of the total return in excess of a 5% total return (after recouping any loss carryforward amount), subject to a catch-up. The performance fee becomes payable at the end of each calendar year and can be paid, at the Adviser’s election, in cash, shares of the Company’s common stock, or units of the Operating Partnership.
During the three and six months ended June 30, 2022, performance fees earned by the Adviser and the Oaktree Adviser were $4.7 million and $8.2 million, respectively. During the three and six months ended June 30, 2021, performance fees earned by the Adviser and the Oaktree Adviser were $0.7 million and $1.3 million, respectively, which is recognized as Performance fee in the Company’s Consolidated Statements of Operations.
Sub-Adviser Agreements
The Adviser has engaged the Sub-Adviser to (i) perform the functions related to selecting and managing the Company’s liquid assets, including real estate-related debt securities, (the “Liquidity Sleeve”) pursuant to a sub-advisory agreement (the “Liquidity Sleeve Sub-Advisory Agreement”) and (ii) manage the Oaktree Option Investments pursuant to a separate sub-
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advisory agreement (the “Oaktree Assets Sub-Advisory Agreement” and together with the Liquidity Sleeve Sub-Advisory Agreement, the “Sub-Advisory Agreements”).
Pursuant to the Liquidity Sleeve Sub-Advisory Agreement, the Sub-Adviser provides services related to the acquisition, management and disposition of the Liquidity Sleeve in accordance with our investment objectives, strategy, guidelines, policies and limitations. Pursuant to the Oaktree Assets Sub-Advisory Agreement, the Sub-Adviser manages the Oaktree Option Investments. The fees paid to the Sub-Adviser pursuant to the Sub-Advisory Agreements will not be paid by the Company, but will instead be paid by the Adviser out of the management and performance fees that the Company pays to the Adviser.
The Sub-Adviser earns management and performance fees pursuant to the terms of the Sub-Adviser Agreement. These fees are paid by the Adviser out of the management and performance fees by the Advisor; therefore no management or performance fees related to the Sub-Advisory Agreements have been recognized in the accompanying Consolidated Statements of Operations.
Dealer Manager Agreement
The Company has engaged the Dealer Manager, a registered broker dealer affiliated with the Adviser, as the dealer manager for the Current Offering. The Company pays to the Dealer Manager selling commissions, dealer manager fees and stockholder servicing fees in connection with sales of the Company’s common stock in the Current Offering. The Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.
Acquisition of Investments
On November 2, 2021, the Company acquired two multifamily properties and a 20% interest in a joint venture that owns an office property (the “Brookfield Portfolio”) from an affiliate of Brookfield. The Company issued 2,088,833 shares of Class E common stock and 12,380,554 Class E units in the Operating Partnership (“Class E OP Units”) as consideration for the acquisitions. The aggregate consideration was $173.2 million, which was equal to the fair value of the net assets of the Brookfield Portfolio based on third-party appraisals of the properties.
Disposition of Investments
On November 2, 2021, the Company sold its interest in a multifamily property, Ezlyn, to an affiliate of the Oaktree Adviser for $105 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV. The Company received net proceeds of $42.4 million, which consisted of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million.
On November 26, 2021, the Company sold a real estate-related loan, Atlantis Mezzanine Loan, to an affiliate of Brookfield for $25.0 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV.
Advanced Organization and Offering Costs
The Adviser has agreed to advance all of the Company’s organization and offering expenses on its behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) the Company will reimburse the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. As part of the Adviser Transition, the Adviser has acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser and is to be reimbursed therefor beginning on July 6, 2022.
Affiliate Line of Credit
In November 2021, the Company entered into the Affiliate Line of Credit, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The credit agreement expires on November 2, 2022, subject to one-year extension options requiring the lender’s approval. Borrowings under the credit agreement bear interest at a rate of the then-current rate offered by a third-party lender for a similar product, or, if no such rate is available, LIBOR plus 2.25%. As of June 30, 2022 and December 31, 2021, the Company incurred interest at a rate of
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LIBOR plus 2.25%. As of June 30, 2022 and December 31, 2021 there were $0.0 million and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.
Oaktree Line of Credit
On June 5, 2020, the Company entered into a line of credit (the “Oaktree Credit Agreement”) with Oaktree Fund GP I, L.P. (“Oaktree Lender”), an affiliate of Oaktree, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. Borrowings under the Oaktree Credit Agreement incurred interest at a rate of the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.25%. The Oaktree Credit Agreement was terminated on November 2, 2021, the date of the Adviser Transition.
Brookfield Repurchase Arrangement
One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of the Company’s common stock and Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021. The Company and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) pursuant to which the Company and the Operating Partnership will offer to repurchase shares of common stock or Operating Partnership units from the Brookfield Investor at a price per unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and Operating Partnership units that it owns if doing so would bring the value of its equity holdings in the Company and the Operating Partnership below $50 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and Operating Partnership units that it received in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that the Company’s NAV reaches $1.5 billion and (ii) the date that is the third anniversary of November 2, 2021. Following such date, the Brookfield Investor may cause the Company to repurchase its shares and Operating Partnership units (above the $50 million minimum), in an amount equal to the sum of (a) the amount available under the Company’s share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and the Company’s private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to the Company’s share repurchase plan. The Company will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under the share repurchase plan is not repurchased. During the six months ended June 30, 2022, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units from the Brookfield Investor as part of the Brookfield Repurchase Arrangement.
Oaktree Repurchase Agreement
On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement with the Oaktree Investor (the “Oaktree Repurchase Agreement”) to repurchase any shares of the Company’s Class I common stock that Oaktree Investor, an affiliate of the Oaktree Adviser, acquired prior to the breaking of escrow in the Initial Public Offering. The board of directors approved the Oaktree Repurchase Agreement in recognition of the Oaktree Investor’s intent to subscribe for shares of the Company’s Class I common stock in an amount such that, together with all other subscriptions for the Company’s common stock, the escrow minimum offering amount would be satisfied. As of December 6, 2019, the Company satisfied the minimum offering requirement and the Company’s board of directors authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by the Oaktree Investor) to the Company in connection with the sale of shares of the Company’s common stock. Under the Oaktree Repurchase Agreement, subject to certain limitations, on the last calendar day of each month the Company will offer to repurchase shares of its common stock from the Oaktree Investor in an aggregate dollar amount (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions that month less (ii) the aggregate repurchase price (excluding any amount of the aggregate repurchase price paid using cash flow from operations not used to pay distributions) of shares repurchased by the Company that month from investors pursuant to the Company’s existing share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per share for each repurchase from the Oaktree Investor will be the lesser of (a) the $10.00 per share initial cost of the shares and (b) the transaction price in effect for the Class I shares at the time of repurchase. The repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of the Oaktree Investor’s shares. During the six months ended June 30, 2021, the Company repurchased 5,130,450 shares for $51.3 million from the Oaktree Investor. On July 31, 2021, the Company repurchased the remaining shares subject to the Oaktree Repurchase Agreement and there are no shares outstanding subject to the Oaktree Repurchase Agreement.
Option Investment Purchase Agreement
The Company entered into an Option Investments Purchase Agreement with Oaktree on November 2, 2021, pursuant to which Oaktree will have the right to purchase the Operating Partnership’s entire interest in four properties (Anzio Apartments, Arbors
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