UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.02 | Unregistered Sales of Equity Securities |
On July 1, 2022, the Company sold 895,254 unregistered shares of its Class C common stock to a feeder vehicle that in turn offers interests in itself to non-U.S. persons, for an aggregate consideration of $12,155,044 million. The offer and sale of Class C shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder.
On July 1, 2022, the Company sold 5,261 unregistered Class E shares to certain affiliates of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”) in one or more private offerings, for an aggregate consideration of $75,000. The offer and sale was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereunder.
On July 1, 2022, the Company sold 73,289 unregistered Class I shares to Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield for an aggregate consideration of $1 million. The Adviser is entitled to an annual management fee payable monthly in cash or shares of common stock, in each case at the Adviser’s election, and for the period beginning June 1, 2022 and ended June 30, 2022, the Adviser had elected to receive its management fees in Class I shares. The offer and sale to the Adviser was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereunder.
On July 15, 2022, the Company sold 3,480,879 unregistered shares of its Class I common stock to a feeder vehicle that in turn offers interests in itself to non-U.S. persons, for an aggregate consideration of $48,074,420 million. The offer and sale of Class I shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder.
On July 20, 2022, the Company sold 13,907 unregistered Class E and Class I shares pursuant to its Distribution Reinvestment Plan for an aggregate consideration of $198,237. The offer and sale was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereunder.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 21, 2022
BROOKFIELD REAL ESTATE INCOME TRUST INC. | ||
By: | /s/ Michelle L. Campbell | |
Name: | Michelle L. Campbell | |
Title: | Secretary |