UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information discussed under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 24, 2024, Cohen & Steers Income Opportunities REIT, Inc. (the “Company”) entered into a programmatic joint venture (the “JV”) with Phillips Edison & Company, Inc. (“PECO”). On July 25, 2024, the JV, through a wholly-owned subsidiary (the “Property Owner”), completed the purchase of certain property commonly known as Des Peres Corners from T-C Des Peres Corners LLC, an unaffiliated third party (“Seller”), pursuant to a Purchase and Sale Agreement (“Purchase and Sale Agreement”), dated as of June 12, 2024, by and between Seller and The Phillips Edison Group LLC (the “Assignor”), as assigned by the Assignor to the Property Owner pursuant to that certain Assignment of Purchase and Sale Agreement, dated as of July 25, 2024 (as so assigned, the “Assignment Agreement”). Through its ownership interest in the JV, the Company indirectly owns an 80% interest in the Property Owner. Neither PECO nor the Seller is affiliated with the Company or its affiliates.
Des Peres Corners is an approximately 121,000 square foot grocery-anchored, open-air shopping center built in 2009, located at one of the most prominent intersections in Des Peres, a growing suburb of St. Louis. The property is 90% occupied and is anchored by an approximately 74,000 square foot Schnucks grocer along with an array of national and local necessity-based retailers across the medical, beauty and personal care and food industries. The total purchase price was $38.4 million, subject to closing costs, customary prorations and escrow arrangements. The Company funded the acquisition using proceeds from (x) primarily its private offering of Class P shares of common stock that was previously reported by the Company in its Current Report on Form 8-K filed July 24, 2024, (y) its public offering and (z) property-level indebtedness provided by Nationwide Life and Annuity Insurance Company.
The terms and conditions of the acquisition and assignment are set forth in the Purchase and Sale Agreement and Assignment Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On July 25, 2024, the Company issued a press release regarding the Company’s entrance into the joint venture and the acquisition of the property described in Item 2.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1* | Purchase and Sale Agreement, dated as of June 12, 2024, between T-C Des Peres Corners LLC and The Phillips Edison Group LLC | |
| 10.2 | Assignment of Purchase and Sale Agreement, dated as of July 25, 2024, by and between The Phillips Edison Group LLC and Des Peres Station LLC | |
| 99.1 | Press Release, dated July 25, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Portions of this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv) of Regulation S-K. |
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.
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COHEN & STEERS INCOME OPPORTUNITIES REIT, INC. | |||||
| Date: July 25, 2024 | ||||||
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By: | /s/ Arjun Mahalingam | ||||
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Name: | Arjun Mahalingam | ||||
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Title: | Chief Financial Officer & Treasurer | ||||