Brookfield Real Estate Income Trust Inc.
04/24/2024 | Press release | Distributed by Public on 04/24/2024 14:04
Private Placement - Form 8-K
Item 3.02. Unregistered Sales of Equity Securities
On April 19, 2024, Brookfield Real Estate Income Trust Inc. (the "Company") issued equity securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act") to Brookfield REIT Adviser LLC (the "Adviser"), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, "Brookfield"). Pursuant to the advisory agreement by and among the Company, Brookfield REIT Operating Partnership L.P. and the Adviser, the Adviser is entitled to an annual management fee payable monthly in cash or shares of the Company's Class E or Class I common stock, in each case at the Adviser's election. For the month ended March 31, 2024, the Adviser elected to receive its management fees in Class I common shares and the Company issued 84,684 unregistered Class I common shares to the Adviser in satisfaction of the March 2024 management fee of $969,042. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
The Company also issued unregistered Class I common shares pursuant to the Company's distribution reinvestment plan to a feeder vehicle that offers interests in such feeder vehicles to non-U.S. persons. This issuance was made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to the feeder vehicle during the month of April 2024.
| Date of Unregistered Sale | Number of Class I Common Shares Issued to Feeder Vehicles | Consideration |
| April 19, 2024 | 17,732 | $200,677 |
The Company also issued unregistered Class I common shares pursuant to the Company's distribution reinvestment plan to Brookfield and its affiliates. This issuance was made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to Brookfield and its affiliates during the month of April 2024.
| Date of Unregistered Sale | Number of Class I Common Shares Issued to Brookfield and its Affiliates | Consideration |
| April 19, 2024 | 126,854 | $1,451,605 |
The Company also sold Class E common shares to certain employees of Brookfield and its affiliates in one or more private offerings. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class E common shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation D thereunder. The Company also issued unregistered Class E common shares to Brookfield and its affiliates pursuant to the Company's distribution reinvestment plan. The following table details the unregistered Class E common shares issued to Brookfield and its affiliates during the month of April 2024.
| Date of Unregistered Sale | Number of Class E Common Shares Issued to Brookfield and its Affiliates | Consideration |
| April 1, 2024 | 28,426 | $324,955 |
| April 19, 2024 | 18,164 | $207,644 |