Offering Overview

Offering Objectives / Highlights

Real estate investment trust (REIT) structure
Focus on income-producing and growth-oriented student and senior housing properties
Intended leverage to be 55% to 60% loan to purchase price
Provides regional diversification
Structured as a long-term investment strategy
Allows distribution reinvestment plan
Inflation hedge(4)
Goal of capital preservation(1)

Student Housing Investment Strategy

We intend to use a portion of the net proceeds we raise in this offering to primarily invest in existing Class “A” income-producing student housing properties and related student housing real estate investments that are generally amenities rich, newer construction and located adjacent to or within a one mile radius of campus. In order to implement our investment strategy, we will focus on acquiring existing Class “A” income-producing student housing properties located off-campus with the possibility of expanding or repositioning the property if needed. Class “A” properties generally refer to purpose-built or substantially renovated properties constructed within the last 10 to 20 years that are amenities rich and located in favorable demographic markets with high barriers to entry. Such properties tend to be managed by a reputable student housing property management firm. We intend to primarily target medium- to large-sized colleges and established university markets, which we define as markets located in or near U.S. cities that have schools generally with overall enrollment of approximately 15,000 to 40,000 students or greater. We believe some of these markets are both supply constrained and are generally experiencing steady enrollment growth. In addition, our specific university focus will tend toward “Tier 1” schools with established Division I (FBS) football programs. We define “Tier 1” to be universities with a published numerical ranking on the U.S News & World Report’s most recent Best Colleges—National University Rankings. We intend to grow by selectively acquiring existing Class “A” student housing properties from third parties. If an opportunity exists to expand or reposition an existing Class “A” student housing property, we will do so selectively. Generally, we anticipate that any properties acquired from third parties would meet our investment criteria and fit into our overall strategy in terms of property quality, proximity to campus, bed-bath parity, amenities package, and return on investment. Our intention is to acquire stabilized properties and maintain them in first class condition, ensuring a higher residual value at sale. However, we may also seek to make opportunistic acquisitions of properties that we believe we can purchase at attractive pricing, reposition, grow rents, and operate successfully.

Senior Housing Investment Strategy

We intend to use a portion of the net proceeds we raise in this offering to primarily invest in Class “A” income-producing senior housing properties and related senior housing real estate investments. Class “A” properties generally refer to purpose-built or substantially renovated properties constructed within the last 10 to 20 years that are amenities rich and located in favorable demographic markets with high barriers to entry. Such properties tend to be managed by a reputable operator and located within close proximity to medical and retail support services. In order to implement our investment strategy, we will focus on acquiring, repositioning, and/or expanding existing income-producing senior housing properties that have an emphasis on private pay sources of revenue, (considered more stable and predictable than those relying on government reimbursements). We intend to selectively acquire senior housing properties from third parties. Generally, we anticipate that any properties acquired from third parties would meet our investment criteria and fit into our overall strategy in terms of property quality, availability of amenities, regional demographics, access and proximity to healthcare services, educational facilities, retail, entertainment and recreational venues, and return on investment. However, we may also seek to make value-add acquisitions of Class “A” properties that we believe we can purchase at attractive pricing due to poor existing operations management, reposition the property in the local community, and replace with a new operator with significant senior housing management services experience.

REIT Investment

Maximum offering size: $1 Billion in shares of our common stock in our primary offering, consisting of three classes of shares:

Class A share: $10.33 per share

Class T share: $10.00 per share

Class W share: $9.40 per share

An additional $95 million in shares will be offered in our Distribution Reinvestment Plan (“DRIP”):

Class A DRIP share: $9.81 per share

Class T DRIP share: $9.50 per share

Class W DRIP share: $9.40 per share

Minimum investment: $5,000. $1,500 for IRAs

Certain states may require different minimums – see prospectus for details

Asset Class: Student and Senior Housing

Distribution payment schedule: monthly.(2)

Exit strategy: list, liquidate, or merge.(3)

Distribution Reinvestment Plan

Under our (”DRIP”), you may reinvest the distributions you receive in additional shares of our common stock. Distributions on Class A shares will be reinvested in Class A shares, distributions on Class T shares will be reinvested in Class T shares, and distributions on Class W shares will be reinvested in Class W shares. The purchase price per share under our (”DRIP”) is $9.81 per share for Class A shares, $9.50 per share for Class T shares, and $9.40 per share for Class W shares. No sales commissions or dealer manager fees will be paid on shares sold under the (”DRIP”). If you participate in the (”DRIP”), you will not receive the cash from your distributions, other than special distributions that are designated by our board of directors. As a result, you may have a tax liability with respect to your share of our taxable income, but you will not receive cash distributions to pay such liability. We may terminate the (”DRIP”) at our discretion at any time upon 10 days’ prior written notice to you.

Share Redemption Program

Our board of directors has adopted a share redemption program that enables our stockholders to sell their shares to us in limited circumstances. Our share redemption program permits you to submit your shares for redemption after you have held them for at least one year, subject to the significant restrictions and limitations described below.

Our common stock is currently not listed on a national securities exchange, and we will not seek to list our stock until such time as our independent directors believe that the listing of our stock would be in the best interest of our stockholders. In order to provide stockholders with the benefit of interim liquidity, stockholders who have held their shares for at least one year may present all or a portion consisting of at least 25% of the holder’s shares to us for redemption at any time in accordance with the procedures outlined below. At that time, we may, subject to the restrictions and limitations described below, redeem the shares presented for redemption for cash to the extent that we have sufficient funds available to us to fund such redemption. We will not pay to our board of directors, our advisor, or their affiliates any fees to complete any transactions under our share redemption program.

We will not redeem shares that are subject to liens or other encumbrances until the stockholder presents evidence that the liens or encumbrances have been removed. If any shares subject to a lien are inadvertently redeemed or we are otherwise required to pay to any other party all or any amount in respect of the value of redeemed shares, then the recipient of amounts in respect of redemption shall repay to us the amount paid for such redemption up to the amount we are required to pay to such other party. We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.