POS EX 1 posex2.htm IREIT - POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-11

As filed with the Securities and Exchange Commission on April 4, 2013

Registration No. 333-176775

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-11

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


INLAND REAL ESTATE INCOME TRUST, INC.

(Exact name of registrant as specified in governing instruments)


2901 Butterfield Road
Oak Brook, Illinois 60523
(630) 218-8000

(Address, including zip code, and telephone number, including, area code of principal executive offices)


The Corporation Trust, Inc.
300 East Lombard Street
Baltimore, Maryland 21202
(410) 539-2837

(Name, address, including zip code, and telephone number, including area code, of agent for service)


with copies to:
   
Michael J. Choate, Esq. Robert H. Baum
Shefsky & Froelich Ltd. Executive Vice President and
111 East Wacker Drive General Counsel
Suite 2800 The Inland Real Estate Group, Inc.
Chicago, Illinois 60601 2901 Butterfield Road
(312) 836-4066 Oak Brook, Illinois 60523
  (630) 218-8000

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: X

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. X (Registration No. 333-176775)

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  Large accelerated filer o   Accelerated filer o  
  Non-accelerated filer X   Smaller reporting company o  
  (Do not check if a smaller reporting company)        

 

 

 

 

 

 

 

 

II-18

 
 

 

Explanatory Note

This Post-Effective Amendment No. 2 to Form S-11 Registration Statement (Registration No. 333-176775) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than Item 36(b) of Part II as set forth below.

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Consolidated Financial Statements and Exhibits

 

(b) Exhibits. The following exhibits are filed as part of this Registration Statement:

 

Exhibit No. Description
23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

II-18

 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook, State of Illinois, on the 4th day of April, 2013.

  INLAND REAL ESTATE INCOME TRUST, INC.
     
  By: /s/ JoAnn M. McGuinness
  Name: JoAnn M. McGuinness
  Its: President
     

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title   Date  
           
By: *   Director and Chairman of the Board   April 4, 2013
Name: Daniel L. Goodwin        
           
By: /s/ JoAnn M. McGuinness  

Director, President and

Chief Operating Officer

(principal executive officer)

  April 4, 2013
Name: JoAnn M. McGuinness        
           
By: *   Director   April 4, 2013
Name: Lee A. Daniels        
           
By: *   Director   April 4, 2013
Name: Stephen Davis        
           
By: *   Director   April 4, 2013
Name: Gwen Henry        
           
By: /s/ David Z. Lichterman  

Treasurer and Chief Accounting Officer

(principal financial officer and

principal accounting officer)

  April 4, 2013
Name: David Z. Lichterman        
           
By:      * /s/ Roberta S. Matlin       April 4, 2013
  Roberta S. Matlin, Attorney-in-fact    
   

 

 
 

Exhibit Index

 

EXHIBIT NO.   DESCRIPTION
     
23.1     Consent of KPMG LLP, Independent Registered Public Accounting Firm*
       
* Filed as an exhibit to this Post-Effective Amendment No. 2.