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 September 18, 2024, the programmatic joint venture (the “JV”) between Cohen & Steers Income Opportunities REIT, Inc. (the “Company”) and The Sterling Organization, LLC (“Sterling”), through a wholly-owned subsidiary (the “Property Owner”), completed the purchase of certain property commonly known as Village on Pooler Parkway from West Plaza RE Holdings, LLC, an unaffiliated third party (“Seller”), pursuant to a Purchase and Sale Agreement (“Purchase and Sale Agreement”), dated as of July 12, 2024, by and between Seller and Core Power Acquisitions, LLC (the “Assignor”), as assigned by the Assignor to the Property Owner pursuant to an Assignment and Assumption of Purchase and Sale Agreement, dated as of September 6, 2024 (the “Assignment Agreement”). Through its ownership interest in the JV, the Company indirectly owns a 99% interest in the Property Owner. Neither Sterling nor the Seller is affiliated with the Company or its affiliates.
Village on Pooler Parkway is an approximately 142,000 square foot, fully leased open-air community shopping center built in 2014. The property’s tenants include retailers and restaurants such as TJ Maxx, Ross Dress for Less, Michael’s, PetSmart, Panera Bread, Buffalo Wild Wings and Jersey Mike’s. The total purchase price was $37.025 million, subject to closing costs, customary prorations and escrow arrangements. The Company funded the acquisition using proceeds from the financing of the Marketplace at Highland Village, as described in Item 7.01 of this Current Report on Form 8-K, and property-level indebtedness on Village on Pooler Parkway.
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 September 5, 2024, the Company, through the JV, obtained property-level indebtedness with respect to certain property commonly known as the Marketplace at Highland Village. The acquisition of the Marketplace at Highland Village was previously reported by the Company in its Current Report on Form 8-K filed January 24, 2024.
On September 19, 2024, the Company issued a press release regarding the Property Owner’s 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 July 12, 2024, between West Plaza RE Holdings, LLC and Core Power Acquisitions, LLC | |
| 10.2 | Assignment of Purchase and Sale Agreement, dated as of September 6, 2024, by and between Core Power Acquisitions, LLC and Core Power Pooler, LLC | |
| 99.1 | Press Release, dated September 19, 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: September 19, 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 | ||||