As filed with the Securities and Exchange Commission on January 11, 2016

Registration Statement No. 333-207312

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-11

FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES

Nordic Realty Trust, Inc.
(Exact name of registrant as specified in its governing instruments)

Nordic Realty Trust, Inc.
150 East 52nd Street, 3rd Floor
New York, NY 10022
Tel (212) 558-0990
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)

Bjarne Eggesbø
Chief Executive Officer
150 East 52nd Street, 3rd Floor
New York, NY 10022
Tel (212) 558-0990
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Jay L. Bernstein, Esq.
Jacob A. Farquharson, Esq.
Clifford Chance US LLP
31 West 52^nd Street
New York, New York 10019
Tel (212) 878-8000
Fax (212) 878-8375 Wayne D. Boberg
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, Illinois 60601
Tel (312) 558-5600
Fax (312) 558-5700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

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: o

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. o

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. (Check one):

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

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these shares of common stock until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these shares of common stock and it is not soliciting an offer to buy these shares of common stock in any jurisdiction where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 11, 2016

PROSPECTUS

5,000,000 Shares

 

NORDIC REALTY TRUST, INC.

Common Stock

This is the initial public offering of Nordic Realty Trust, Inc. We are a recently formed Maryland corporation that intends to acquire, own, lease, manage and redevelop office and industrial properties located primarily in Norway, Sweden and Denmark, which we refer to as the Nordics or the Nordic Region. We plan to operate our business through our operating partnership subsidiary, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions), which prior to the closing of this offering will be organized under the laws of the Grand Duchy of Luxembourg, and its subsidiaries. Our operating partnership will be externally managed by C-QUADRAT Real Estate Manager S.à r.l., or our Manager, a private limited liability company (société à responsablilité limitée) organized under the laws of the Grand Duchy of Luxembourg. Our Manager is a newly formed subsidiary of C-QUADRAT Investment AG, or “C-QUADRAT,” a European investment management firm with approximately $6 billion of assets under management as of September 30, 2015. Founded in 1991, C-QUADRAT is listed on both the Frankfurt Stock Exchange and the Vienna Stock Exchange.

This is our initial public offering and no public market currently exists for our common stock. We are offering 5,000,000 shares of our common stock as described in this prospectus. All of the shares of common stock are being sold by us.

Concurrently with the completion of this offering, we will complete a private placement in which we will sell $3.0 million of shares of our common stock or shares in our operating partnership to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00.

We anticipate that the initial public offering price will be $15.00 per share. Our common stock has been approved for listing on the NASDAQ Global Market under the symbol “NORT.”

We have been organized and we intend to elect, and to operate our business so as to qualify, to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016. Shares of our common stock are subject to restrictions on ownership and transfer that are intended, among other purposes, to assist us in qualifying and maintaining our qualification as a REIT. Our charter, subject to certain exceptions, limits ownership of any class or series of our capital stock to no more than 9.8% in value or number of shares, whichever is more restrictive, among other restrictions.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and may elect to comply with reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 19 of this prospectus for a discussion of the following and other risks:

• We have no operating history and may not be able to operate our business successfully, find suitable investments, or generate sufficient revenue to make or sustain distributions to our stockholders.

• We have not identified any specific investments to acquire with the net proceeds of this offering so we are considered a “blind pool” and you will not be able to evaluate any proposed investments before purchasing our common stock.

• There are conflicts of interest in our relationship with our Manager and C-QUADRAT, which could result in decisions that are not in the best interests of our stockholders.

• We are dependent on our Manager and its key personnel for our success.

• We set the initial public offering price of our shares of common stock arbitrarily and such price may not accurately reflect the value of our assets or our expected operating income.

• Fluctuations in the values of the Norwegian Krone, Swedish Krona and the Danish Krone against the U.S. dollar may impact our financial performance.

• Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per share		Total
Initial public offering price	$		$
Underwriting discount(1)	$		$
Proceeds, before expenses, to us	$		$

(1) See “Underwriting” for a detailed description of compensation payable to the underwriters.

We have granted the underwriters the option to purchase up to 750,000 additional shares of our common stock from us at the initial public offering price, less the underwriting discount, exercisable within 30 days after the date of this prospectus. The underwriters may exercise this option only to cover overallotments, if any.

The shares of our common stock sold in this offering will be ready for delivery on or about          , 2016.

Book-Running Manager

Wunderlich

Co-Lead Managers

Compass Point Janney Montgomery Scott JMP Securities Nomura

Co-Managers

Ladenburg Thalmann National Securities Corporation Boenning & Scattergood, Inc.

         , 2016

You should rely only on the information contained in this prospectus, any free writing prospectus prepared by us or information to which we have referred you. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales thereof are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.

TABLE OF CONTENTS

	Page
MARKET INDUSTRY DATA AND FORECASTS		ii
ENFORCEMENT OF CIVIL LIABILITIES		ii
PROSPECTUS SUMMARY		1
THE OFFERING		18
RISK FACTORS		19
FORWARD LOOKING STATEMENTS		42
USE OF PROCEEDS		43
DISTRIBUTION POLICY		44
CAPITALIZATION		45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		46
MARKET OVERVIEW		55
BUSINESS		71
OUR MANAGEMENT		90
PRINCIPAL STOCKHOLDERS		106
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		107
DESCRIPTION OF CAPITAL STOCK		110
SHARES ELIGIBLE FOR FUTURE SALE		115
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS		117
NORDIC OPERATING PARTNERSHIP S.C.A. ARTICLES OF ASSOCIATION		122
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		129
LUXEMBOURG TAX CONSIDERATIONS		149
NORWAY TAX CONSIDERATIONS		152
SWEDEN TAX CONSIDERATIONS		153
DENMARK TAX CONSIDERATIONS		154
ERISA CONSIDERATIONS		155
UNDERWRITING		157
LEGAL MATTERS		165
EXPERTS		166
WHERE YOU CAN FIND MORE INFORMATION		167
APPENDIX A		A-1
INDEX TO FINANCIAL STATEMENTS		F-1

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MARKET INDUSTRY DATA AND FORECASTS

We use market data and industry forecasts and projections in this prospectus. We have obtained substantially all of the information under “Prospectus Summary—Market Opportunity,” under “Market Overview” and under “Business—Market Opportunity” from market research prepared or obtained by Atrium AS, or Atrium, a fully integrated affiliate of CBRE Limited in Norway, in connection with this offering. Unless otherwise indicated, all information contained in these sections is as of June 30, 2015, and the projections and beliefs stated herein are as of that date. All prices have been converted into U.S. dollars according to the following exchange rates as of June 30, 2015: the Norwegian Krone to the U.S. dollar of 7.8372 to one, as reported by Bloomberg London; the Swedish Krona to the U.S. dollar of 8.2945 to one, as reported by Bloomberg London; and the Danish Krone to the U.S. dollar of 6.6890 to one, as reported by Bloomberg London. Such information is included herein in reliance on Atrium’s authority as an expert on such matters. See “Experts.”

In addition, Atrium in some cases has obtained market data and industry forecasts and projections from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any of the projections or forecasts will be achieved. We believe that the surveys and market research others have performed are reliable, but we have not independently verified this information. In addition, certain market estimates are calculated by using independent industry publications, government publications and third party forecasts in conjunction with Atrium’s assumptions about our markets. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

ENFORCEMENT OF CIVIL LIABILITIES

We expect that our operating partnership will be incorporated in Luxembourg, some of the members of our board of directors and our Manager’s senior management team will reside outside of the United States, and we expect substantially all of our assets and some or all of the assets of such persons are or will be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or entities or to enforce against them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. We have appointed CT Corporation System as an agent to receive service of process with respect to any action brought against us in any federal or state court in the State of Maryland arising from this offering.

Luxembourg

There is no treaty regarding the recognition and enforcement of judicial decisions between the United States of America and Luxembourg. As a result, a final judgment obtained in a U.S. court would not directly be enforceable in Luxembourg. A party who obtains such judgment may, however, initiate enforcement proceedings in Luxembourg (exequatur), by requesting enforcement of the U.S. Court judgment from the Luxembourg District Court (Tribunal d’Arrondissement). The Luxembourg District Court may authorize the enforcement in Luxembourg of the U.S. court judgment, without re-examination of the merits, if it is satisfied that the following conditions are met:

• the U.S. court judgment is enforceable in the United States of America;

• the assumption of jurisdiction of the U.S. court is founded according to Luxembourg private international law rules and to the applicable domestic U.S. federal or state jurisdiction rules;

• the U.S. court has acted in accordance with its own procedural rules and has applied to the dispute the substantive law which would have been applied by Luxembourg courts;

• the principles of fair trial and due process have been complied with and in particular the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if appeared, to present a defense; and

• the U.S. court judgment does not contravene Luxembourg public policy and has not been obtained fraudulently.

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Norway

In Norway, foreign judicial decisions are recognized and enforced based on (i) bilateral or multilateral treaties or (ii) agreed upon foreign legal venues. There is no treaty regarding the recognition and enforcement of judicial decisions between the United States of America and Norway. Unless the litigants have previously agreed that a civil action may be filed in the United States, a final and conclusive judgment given by a court in the United States will not be recognized and enforced in Norway. The case must be litigated again in a Norwegian court. However, Norwegian courts are likely to give judgments in compliance with the merits of foreign cases. As a result, the lack of reciprocal enforcement of foreign judgments often only causes a delay in the recognition and enforcement of the judgments in Norway. Nevertheless, a similar outcome cannot be guaranteed as the Norwegian courts are not formally bound by foreign judicial decisions.

Sweden

There is no treaty in place between the United States of America and Sweden regarding the recognition and enforcement of civil judgments from the United States in Sweden, likewise there is no Swedish legislation in place concerning recognition or enforcement of such civil judgments. Accordingly, a civil judgment from a court in the United States would not be recognized or enforceable in Sweden as a matter of right without a retrial on its merits (but such judgment will be of persuasive authority as a matter of evidence before the courts of law and, likely, also before public authorities in Sweden). There is, however, Swedish case law supporting that a civil judgment from a court in the United States would be acknowledged by a Swedish court without retrial on its merits provided that:

• such judgment is based on a contract which expressly excludes the jurisdiction of the courts of Sweden;

• such judgment was rendered under observance of due process of law;

• there lies no right to appeal such judgment; and

• the recognition of such judgment would not contravene fundamental principles of the Swedish legal system.

Denmark

A foreign ruling will be recognized and enforced in Denmark if there is either a convention or national Danish rules granting recognition. The Danish minister of justice was authorized by the Administration of Justice Act (sections 223a and 479) to implement regulations granting recognition and enforceability. However, this authorization has never been exercised by the minister of justice. Therefore, the recognition of foreign civil judgments is currently only regulated by international treaties and conventions. There is no treaty in place between the United States of America and Denmark regarding the recognition and enforcement of civil judgments from the United States in Denmark. Any judgments of United States courts predicated upon civil liabilities under the laws of the United States may not be enforceable in Denmark by a Danish court if the United States court in which the judgment was obtained is determined by the Danish court not to have had jurisdiction in the matter. Accordingly, a civil judgment from a court in the United States would not be recognized or enforceable in Denmark without a re-trial on its merits. In connection with any such re-trial, the judgment will generally be accepted as material evidence, but the parties must provide the Danish courts with satisfactory information about the contents of the relevant state or federal law and, if they fail to do so, the Danish courts may apply Danish law instead.

iii

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It does not contain all of the information that you should consider before investing in shares of our common stock. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. Unless the context otherwise requires or indicates, (i) the terms “company,” “we,” “us” and “our” refer to Nordic Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) which upon closing of this offering will be organized under the laws of the Grand Duchy of Luxembourg, which we refer to as our “operating partnership,” and Nordic GP Lux Co. S.à r.l., a private limited liability company (société à responsabilité limitée) which upon closing of this offering will be organized under the laws of the Grand Duchy of Luxembourg, which we refer to as our “GP subsidiary,” and (ii) the term “Manager” refers to C-QUADRAT Real Estate Manager S.à r.l., a private limited liability company (société à responsablilité limitée) organized under the laws of the Grand Duchy of Luxembourg. Our Manager is a newly formed subsidiary of C-QUADRAT Investment AG, or “C-QUADRAT,” a European investment management firm. Unless the context otherwise requires or indicates, the information set forth in this prospectus assumes that (i) we complete a private placement in which we sell $3.0 million of shares of our common stock or shares in our operating partnership to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00, concurrently with the completion of this offering, (ii) the underwriters’ overallotment option is not exercised and (iii) the shares of our common stock to be sold in this offering are expected to be sold at $15.00 per share.

Overview

We are a recently formed Maryland corporation that intends to focus on the acquisition, ownership, leasing, management and redevelopment of office and industrial properties located in Norway, Sweden and Denmark, which we refer to as the Nordics or the Nordic Region. Our business will be led by Bjarne Eggesbø, who serves as the chief executive officer of our company. Our Company's senior executive officers on average have more than 22 years of investment management experience. Mr. Eggesbø will be supported in his efforts by members of our Manager’s highly experienced real estate industry senior management team and other members of our Manager’s full-time professional and administrative staff. Our Manager is a newly formed subsidiary of C-QUADRAT, a European investment management firm with approximately $6 billion of assets under management as of September 30, 2015.

Our primary business objectives are to create cash flow from operations, achieve sustainable long-term growth and provide attractive risk-adjusted returns to our stockholders through stable distributions and capital appreciation.

We plan to aggressively pursue our growth strategy through the acquisition of office and industrial properties in the Nordics. We plan to typically target acquisitions in the $20 million to $40 million range.

Our Manager’s senior management team has provided us access to an extensive pipeline of acquisition opportunities. Our Manager’s senior management team has identified and is in various stages of reviewing in excess of $620 million of potential properties for acquisition, which amount is estimated based on preliminary discussions with sellers or our internal assessment of the values of such properties. Of these potential acquisitions, we have recently entered into non-binding letters of intent for the acquisition of an aggregate of $162 million of properties. We plan to finance our growth through the application of the net proceeds of this offering, together with borrowings we will seek to arrange in the future and, when required, through additional equity and debt offerings. There can, however, be no assurance that we will enter into definitive agreements to acquire or ultimately complete the acquisition of any property in our pipeline.

We target strategically located office and industrial properties across the Nordics that offer the potential to achieve attractive risk-adjusted returns. The properties that we seek to acquire are generally located outside of, but in close proximity to, Central Business Districts, or CBDs, and near major transportation hubs and corridors and employment centers. We define these areas as infill regions. In addition to infill regions, we target strategically important regional locations that derive their value from unique attributes such as access to transportation corridors, strategic tenant clusters, specific local industry and the effects of long-term government policies such as planned decentralization. In selected circumstances and when justified by appropriate return profiles, we also may acquire assets in larger city centers.

The Nordics are part of a group of only nine countries in the world to maintain a AAA rating from all three leading credit rating agencies (Standard & Poor’s Financial Services LLC, or S&P, Moody’s Investors Service, or Moody’s, and Fitch Ratings Inc., or Fitch). Sound fiscal management by Nordic governments supports stable credit

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markets and real property fundamentals in this region. The Nordic Region benefits from low levels of public debt relative to GDP and sound fiscal and public finance policies including stable government spending and gross government debt-to-GDP ratios of 32.6%, 51.7% and 60.3% for Norway, Sweden and Denmark, respectively, in 2014, according to Oxford Economics. The same ratio in 2014 was 62.8% for Germany; 158.3% for Italy; 123.9% for France and 89.4% for the United Kingdom. Oxford Economics projected 2015 GDP growth for Norway, Sweden and Denmark to be 1.0%, 2.7% and 1.8%, respectively, compared to 1.4% for the Eurozone. Importantly, Oxford Economics projected GDP² growth accelerating in 2016 for Sweden and Denmark to 2.9% and 2.0%, respectively, while Norway is expected to experience more subdued GDP growth of 0.7%, compared to 1.8% for the Eurozone. The Nordics are currently experiencing other favorable macroeconomic trends, including low unemployment and rising disposable income per capita. We believe that these and other factors support strong and improving real property fundamentals and provide a compelling opportunity to realize attractive risk-adjusted returns through investment in the Nordic office and industrial real property sectors.

Our strategy focuses on properties leased to high quality counterparties such as Nordic state owned and controlled enterprises, AAA-rated sovereign tenants, departments and agencies of Nordic governments and state and municipal government entities in the Nordics. Leases to Nordic government tenants do not ordinarily provide tenants with early termination rights. This contrasts with certain federal and state government leases in the United States, such as those administered by the U.S. General Services Administration, or GSA, under which government tenants retain early termination rights which may be exercised to the extent that funds to cover contractual rental payments are not appropriated for this use. Moreover, in Norway, Sweden and Denmark, municipal and government tenants are not permitted to discharge their financial obligations, including lease obligations, through the bankruptcy process in the absence of a bankruptcy proceeding involving the applicable national government. In addition, our investment strategy will extend to properties leased to other high credit quality corporate tenants, including large public companies with investment grade ratings. Our strategy focuses on properties with at least five years remaining on their lease term, 25,000 square feet of leasable area and on new facilities that were constructed after 1980. According to Atrium, spreads between Nordic property yields and ten year Norwegian, Swedish and Danish government bonds remain near historical highs, suggesting the potential for near term price appreciation across the sector. As additional international capital flows into the region, we expect to see property values increase over time. We believe that the growing Nordic economies, in conjunction with limited new supply, will drive demand for office and industrial space, thereby increasing occupancy, rents and property values in the region.

We have been organized and we intend to elect, and to operate our business so as to qualify, to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our taxable income to the extent that we annually distribute all of our taxable income to stockholders. Our wholly-owned GP subsidiary will serve as the sole manager of, and we will operate our business through, our operating partnership subsidiary, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) which will be organized under the laws of the Grand Duchy of Luxembourg upon closing of this offering, as well as other subsidiaries.

Our Manager

Our operating partnership will be externally managed by our Manager, a newly formed subsidiary of C-QUADRAT, to whom such power shall be delegated by our GP subsidiary and pursuant to the terms of a management agreement. Our Manager will be responsible for administering our business activities and day-to-day operations, subject to the supervision, direction and oversight of our board of directors.

C-QUADRAT is a leading asset management firm in Europe with over 80 employees in the group. Founded in 1991, C-QUADRAT is listed on both the Frankfurt Stock Exchange and the Vienna Stock Exchange. In the United Kingdom, C-QUADRAT’s subsidiary is C-QUADRAT Asset Management (UK) LLP, which is authorized and regulated by the Financial Conduct Authority with Firm Reference Number 416478. C-QUADRAT operates in 19 countries in Europe and Asia, with offices in Vienna, London, Frankfurt, Geneva and Yerevan. As of September 30, 2015, C-QUADRAT managed more than 70 investment vehicles and had assets under management of approximately $6 billion. In July 2015, C-QUADRAT expanded its asset management to cover the real estate sector through the hiring of Mr. Eggesbø and other members of our Manager’s senior management team.

² The GDP growth is measured in the applicable local currencies for Norway, Sweden and Denmark, while the Eurozone GDP growth is measured in Euro.

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Mr. Eggesbø, who has more than 18 years of experience in the real estate industry and has completed in excess of $30 billion in real estate acquisitions and financings, was from September 2012 through January 2015, the chief investment officer, and from March 2013 through January 2015, the chief executive officer, of Obligo Investment Management AS, or Obligo, a Norway-based global asset management firm with approximately $8 billion of assets under management, including approximately $6 billion in real property assets, as of December 31, 2014. More than $3 billion of the real property assets managed by Obligo as of December 31, 2014 were in the Nordics. These assets included three investment vehicles that focused exclusively on office and industrial properties leased to Nordic government and government-related tenants. According to publicly available information reported by these investment vehicles in their annual reports to shareholders, they together held approximately $680 million in real property assets as of December 31, 2014. The information reported by these investment vehicles is presented in Norwegian generally accepted accounting principles, or Norwegian GAAP, which differs in certain respects compared to U.S. generally accepted accounting principles, or U.S. GAAP. See Appendix A for a description of the difference between Norwegian GAAP and U.S. GAAP. Additional historical financial information of these investment vehicles covering the period when Mr. Eggesbø served as Obligo’s chief executive officer are included in Appendix A to this prospectus. We believe we will benefit from the substantial track record and broad experience in the Nordic office and industrial market of our Manager’s senior management team as we pursue our business objectives and growth strategies. In addition, see “Business — Our Manager” and Appendix A for a description of additional investment vehicles managed by Obligo that focused primarily on other real property types and jurisdictions.

Market Opportunity

We will seek to acquire properties primarily in Norway, Sweden and Denmark. According to the Eurostat, the 2014 GDP per capita in Norway, Denmark and Sweden of $98,096, $60,728 and $59,013, respectively, would have represented the second-, fourth- and fifth-highest in the Eurozone (if Norway, Sweden and Denmark were part of the Eurozone). According to Atrium, the Nordic Region benefits from stable or increasing employment levels, low levels of public-debt-to-GDP ratios, sound fiscal and public finance policies, including stable government spending, with balanced views on private and public interests. The Norwegian, Swedish and Danish banking sectors remain stable after years of government induced proactive financial oversight measures.

According to Oxford Economics, driven by projected increases in economic growth, as well as increases in global and intra-region exports, the Nordic Region’s GDP growth is expected to outperform that of the Eurozone over the next two years. Norway relies primarily on its oil-related revenues to support continued fiscal stimulus and stability. Although the current challenging market situation in the oil and gas sector will result in subdued GDP growth in the short-term, the long-term outlook remains robust for the Norwegian economy. Norway’s oil and gas reserves account for nearly one-third of total government revenues and the country is a net lender. Sweden relies primarily on its diversified manufacturing and services industries. International demand for Sweden’s goods and services is expected to be the primary catalyst for near term economic growth.

According to Eurostat, population growth in Norway and Sweden has been strong, and the region as a whole benefits from a large and growing regional population with significant spending power. Furthermore, both countries benefit from a highly educated workforce, high levels of labor force participation and unemployment rates well below that of the broader set of Eurozone countries. Norway and Sweden rank high in terms of quality of life considerations and ease of doing business relative to the same broader set, according to OECD. Economic stability and growth prospects in both countries continue to attract businesses seeking to expand their geographic footprint. In addition, strong population growth coupled with reasonably stable employment levels are expected to result in increasing demand for additional leasable space from both public and private sector tenants. The overall trend is evident in the strong tenant demand for higher quality premises, which has translated into rising rental rates and property values in the past few years.

Commercial property values throughout Europe declined during the recent financial crisis. The Nordic countries, however, and in particular Norway and Sweden, were relatively less affected by the economic downturn compared to the broader set of Eurozone countries. According to Atrium, property values in the region are expected to remain stable over the near to medium term.

To take advantage of these trends, we expect to be an active buyer of office and industrial properties in the Nordics.

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Our Competitive Strengths

We believe that we will have the following competitive strengths:

• Strong and Stable Target Markets. Our primary target markets are in the Nordics, which are part of a group of only nine countries in the world to currently have a AAA rating from all three leading credit rating agencies (S&P, Moody’s and Fitch). According to the World Bank, the 2014 GDP per capita in Norway, Denmark and Sweden of $98,096, $60,728 and $59,013, respectively, would have represented the second-, fourth- and fifth-highest in the Eurozone (if Norway, Sweden and Denmark were part of the Eurozone). We believe that the Nordics currently exhibit strong macroeconomic fundamental trends with low sovereign debt-to-GDP borrowing ratios, strong population growth and low unemployment and rising disposable income per capita. Each of Norway, Sweden and Denmark maintains a separate sovereign currency from the euro and has full control over monetary policy, which we believe affords each nation greater control over government spending and fiscal policy compared to nations in the Eurozone.

• Focus on Nordic Government and High Credit Quality Corporate Tenants. Our business strategy will focus on leasing properties to Nordic state owned and controlled enterprises, AAA-rated sovereign tenants, departments and agencies of Nordic governments and state and municipal government entities in the Nordics. In Norway, Sweden and Denmark, municipal and government tenants are not permitted to discharge their financial obligations, including lease obligations, through a bankruptcy process in the absence of a bankruptcy proceeding involving the applicable national government. In addition, our investment strategy will extend to high credit quality corporate tenants, including large public companies with investment grade ratings. The tenants we are targeting also tend to prefer longer term leases and tend to remain in their properties for longer periods of time compared to other types of tenants. We believe that our targeted tenant base will support a recurring and dependable revenue base from the properties that we expect to acquire and will support our objective of delivering attractive risk adjusted returns to our stockholders.

• Our Manager’s Experienced Senior Management Team with Broad Capabilities; Strong Relationships with High Quality Tenants. Members of our Manager’s senior management team collectively possess a combination of skills that we believe is superior to other Nordic real estate market participants. In addition to local property market expertise, our Manager’s senior management team has substantial experience in global finance and capital markets, cross-border transactions and structuring. We believe combining local real estate knowledge with a global perspective and sophisticated finance and capital markets expertise gives us a competitive advantage. We believe that our Manager’s senior management team’s experience in providing full service real estate solutions for tenants will enable us to understand and anticipate tenant needs, leading to high occupancy rates, tenant retention and consistent property level cash flow.

• Our Manager’s Senior Management Team’s Track Record of Success. Our chief executive officer was, from September 2012 through January 2015, the chief investment officer, and from March 2013 through January 2015, the chief executive officer of Obligo, a Norway-based global asset management firm with approximately $8 billion of assets under management, including approximately $6 billion in real property assets, as of December 31, 2014. More than $3 billion of the real property assets managed by Obligo as of December 31, 2014 were in the Nordics. These assets included three investment vehicles that focused exclusively on office and industrial properties leased to Nordic government and government-related tenants. According to publicly available information reported by these investment vehicles in their annual reports to shareholders, they together held approximately $680 million in real property assets as of December 31, 2014. Additional historical financial information of these investment vehicles covering the period when Mr. Eggesbø served as Obligo’s chief executive officer are included in Appendix A to this prospectus. We believe we will benefit from the substantial track record and broad experience in the Nordic office and industrial market of our Manager’s senior management team as we pursue our business objectives and growth strategies. In addition, see “Business — Our Manager” and Appendix A for a description of additional investment vehicles managed by Obligo that focused primarily on other real property types and jurisdictions.

• Broad Industry Contacts to Drive Acquisition Opportunities. We expect to grow our business by being an active buyer of office and industrial properties in the Nordics. Our Manager’s senior management team has established and maintains a broad, in-place network of property owners, tenants and brokers in our target markets from which they expect to identify and evaluate acquisition and leasing opportunities. We believe

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that substantial immediate and long-term opportunities exist in the Nordic property market, particularly in non-CBD locations in close proximity to major Nordic cities, as well as certain key areas of regional Norway, Sweden and Denmark. Many of the properties in our intended portfolio are located in these areas, and we intend to leverage the local market knowledge and relationships of our Manager’s senior management team to be an active participant in both off-market and marketed opportunities. We believe that these relationships and local market knowledge will provide us with a competitive advantage over other investors, particularly foreign capital attempting to invest in similar assets. In addition, we will seek to take advantage of strategic acquisition opportunities through partnerships with local and regional property developers and operators in the Nordics to expand and diversify our portfolio and improve our overall financial performance. Finally, within the Nordic market, we will be unique by virtue of our corporate governance profile and our structure as a U.S.-listed REIT. We believe that this, combined with our access to U.S. and other capital markets and liquidity, will make us an attractive counterparty for transacting with sellers, lenders and tenants.

• Scalability of Platform. We believe that our Manager’s senior management team has the ability and processes in-place to handle a growing number of properties and accommodate growth. We expect to explore property acquisitions in both existing and new markets in the Nordics to build our portfolio. We believe that the collective experiences of our Manager’s senior management team will allow us to successfully acquire, integrate and operate properties in existing and new markets quickly and efficiently.

• Alignment of Interests with our Manager. We have structured our relationship with our Manager so that our interests and the interests of our stockholders are closely aligned with those of our Manager and C-QUADRAT over the long term. Upon completion of this offering, C-QUADRAT will own a total of $3.0 million of shares of our common stock or shares of our operating partnership, or OP shares, representing approximately 3.72% of our total outstanding shares of common stock on a fully diluted basis. Our Manager’s senior management team and our directors will receive an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units) in connection with the completion of this offering. In addition, we have structured our arrangement with our Manager to provide for incentive distributions if our performance exceeds a specified threshold. We expect that the ownership interest in us held by C-QUADRAT, our Manager’s senior management team and by our directors and the incentive compensation structure will ensure that the interests of C-QUADRAT, our Manager and its key personnel are aligned with those of our stockholders in connection with the future growth and operation of our business. In addition, our management agreement provides that we will be the exclusive vehicle sponsored by C-QUADRAT group that is acquiring, owning, leasing, managing and redeveloping office and industrial properties located in the Nordics.

Our Business Objectives and Growth Strategies

Our primary business objectives are to create cash flow from operations, achieve sustainable long-term growth and provide attractive risk-adjusted returns to our stockholders through stable distributions and capital appreciation. Our business strategy consists of the following principal elements:

• Capitalize on Acquisition Opportunities in the Nordic Market. We intend to take advantage of what we believe is an attractive market opportunity to invest in the public and private sector of commercial real estate in the Nordics. Government policy and spending is a significant and stable driver of economic activity in the Nordics. We believe there is a substantial investment opportunity to acquire strategically located properties leased primarily to governments, government sponsored or controlled enterprises, government agencies within the Nordics and other investment grade tenants. We believe, and property market indicators suggest, that demand for office and industrial space in the Nordics is increasing while supply and new development remains limited. As a result, we expect that rental rates and property values in these areas will increase over the near to medium term. To take advantage of these trends, we expect to be an active buyer of office and industrial properties in the Nordics. We believe the most attractive risk-adjusted returns are available in, and therefore intend to focus our acquisition activity on, prime logistics markets and strategic office locations, including in major cities in areas outside of, but in close proximity to, CBDs, as well as in regional cities that exhibit significant public and private commercial and industrial activity due to their unique attributes such as access to transportation corridors, strategic tenant clusters, specific local industry and the effects of long-term government policies such as decentralization. We believe that a lack of publicly available market data outside of CBDs decreases the competition for

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these properties from investors who lack local knowledge and expertise. In selected circumstances and when justified by appropriate return profiles, we also may acquire assets in larger city centers. Our strategy seeks to enhance returns where we believe that our active asset management capabilities have the potential to add value to our shareholders and tenants.

• Seek Opportunities Based on Industry Relationships Deal Flow. We believe that our Manager’s senior management team will provide us with access to an extensive pipeline of acquisition opportunities. We believe that this access will generate attractive investment opportunities through which we can grow our business and increase value for our stockholders. We believe our Manager’s senior management team’s experience and reputation with this property type make us an attractive counterparty and should position us to capture acquisition opportunities. We believe that access to real estate investment opportunities sourced by our team will generate attractive investment opportunities through which we can grow our business and increase value for our stockholders.

• Utilize our Operating Partnership to Facilitate Tax Deferred Acquisitions and for Alternative Capital Raising. We will operate our business through our operating partnership which will be organized under the laws of the Grand Duchy of Luxembourg prior to the closing of this offering. We anticipate that our operating partnership will be structured so that its common shares are economically equivalent to our shares of common stock and will be redeemable for cash in an amount equal to the value of economically equivalent shares of our common stock or, at our option, exchangeable for our shares of common stock on a one-for-one basis. The structure of our operating partnership will provide us with opportunities to acquire Nordic-based real properties in tax deferred transactions, using the shares of our operating partnership as currency for such acquisitions, which we believe will support our acquisition strategy. The existence of our operating partnership will also provide us with opportunities to raise capital by issuing shares in our operating partnership to Nordic-based and other non-U.S. institutional investors who may prefer to invest in our company other than directly in the shares of a US REIT (which would subject such investors to withholding tax in the United States).

Our Acquisition Targets

Our Manager’s senior management team is actively pursuing an extensive pipeline of acquisition opportunities for us that includes in excess of $620 million of potential properties. These potential acquisitions are in various stages of our Manager’s review process, which categorizes assets in our pipeline as follows: (i) properties for which we have entered into a non-binding letter of intent with the seller, which represent approximately $162 million of our pipeline and include the properties set forth in the table below; (ii) properties for which we have made a conditional offer to acquire, subject to our completion of due diligence and the satisfaction of other conditions, which represent approximately $205 million of our pipeline and include the portfolio described below; (iii) properties for which our Manager has engaged in preliminary discussions with the sellers and has commenced an initial due diligence review process, which represent approximately $255 million of our pipeline as described below; and (iv) properties that we have agreed to acquire from the seller, subject only to the satisfaction of customary closing conditions, of which there are none in our pipeline.

We have not entered into binding commitments with respect to any of the properties in our pipeline, and the pricing and terms of such transactions are subject to negotiation and ongoing due diligence and, therefore, we do not believe any of these transactions are probable as of the date of this prospectus. All of the properties in our pipeline are currently owned by unaffiliated third parties. Facilitating any acquisition under evaluation into a binding commitment with the seller is influenced by many factors including the existence of other competitive bids, the satisfactory completion of due diligence, regulatory or lender or other approvals, if required and in some cases is subject to our arranging for mortgage debt for the acquisition. Accordingly, there can be no assurance that we will enter into definitive agreements to acquire or ultimately complete the acquisition of any property in our pipeline on the terms currently anticipated, or at all, and we cannot predict the timing of any potential acquisitions if any are completed.

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Properties subject to non-binding letters of intent

As of the date of this prospectus, we have entered into non-binding letters of intent to acquire seven properties, as described in the following table and descriptions below. The following table and descriptions are based on information provided to us by the sellers of these properties.

Location	Year Built/ Renovated(1)	Property Type	Number of Buildings		Leaseable Sq. Ft.		% Leased	Number of Tenants		Weighted Average Lease Term(2)		Gross Purchase Price (dollars in millions)		Annual Base Rent (dollars in thousands)(3)		Major Tenant Type
Rogaland, Norway	2013	Office		3		153,386	100.0%		8		7.9		41.2		2,952	Corporate
Akershus & Others, Norway	1960, 2008	Industrial		6		350,559	100.0%		5		15.2		34.7		2,882	Corporate
Nordland, Norway	2009	Office		1		79,416	100.0%		5		10.2		27.4		2,054	Government
Rogaland, Norway	2010	Office		1		91,353	100.0%		3		9.1		21.5		1,572	Corporate
Hedmark, Norway	2001	Industrial		1		130,588	100.0%		1		4.7		13.8		1,045	Government
Akershus, Norway	1983, 2010	Industrial		2		84,852	100.0%		2		14.7		13.0		876	Corporate
Nordland, Norway	1989, 2001, 2004	Office/Industrial		3		62,958	100.0%		1		10.0		10.6		821	Government
Total/ Weighted Average				17		953,111	100.0%		25		11.3		162.3		12,140

(1) Renovation means significant upgrades, alterations or additions to building interiors, exteriors or systems.

(2) Represents average lease term remaining as of September 30, 2015 and weighted by leaseable square feet.

(3) Represents annual base rent under leases for the year ended December 31, 2015.

Office Building – Rogaland, Norway.   This property includes a 153,386 square foot office building and a 121,729 square foot land plot containing parking spaces with availability and zoning to construct a third building on the premises. The building is located in a professional business park located in a major commercial area in western Norway. The building benefits from access to major transportation routes and proximity to Norway’s largest port, currently one of the leading ports in the northern Atlantic Ocean. Constructed in 2013, this building is 100% leased to eight professional tenants in the legal, accounting and engineering industries. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for exterior maintenance, common area maintenance, property taxes and building insurance. The leases also provide for annual rental increases, which are indexed to 100% of the annual change in national CPI. The building is Building Research Establishment Environmental Assessment Methodology, or BREEAM, certified. As of September 30, 2015, the leases at this property had a weighted average lease term of approximately 7.9 years, or approximately 17.2 years, if the tenants exercise their extension options.

Logistics/Industrial Portfolio – Akershus and others, Norway.   This six-asset portfolio comprises 350,559 square foot of logistics and industrial space. The properties are located between 20 minutes and 3.5 hours south and south west of Oslo and close to the main highways. Constructed and renovated between 1960 and 2008, the portfolio is 100% leased to five tenants, primarily focused on engineering services, manufacturing and assembly for various industries. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases also provide for annual rent increases, which are indexed to 100% of the annual change in national CPI. As of September 30, 2015, the leases at this building had a weighted average lease term of approximately 15.2 years.

Office Building – Nordland, Norway.   This transaction relates to the purchase of an office building in the central business district area, in close proximity to residential and retail centers, in a regional city in northern Norway. The property includes 79,416 square feet of leasable space. Constructed in 2009, this building is 100% leased to five tenants. The two main tenants are government tenants whose existing leases contributed approximately 89% of rental revenue in 2015. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases also provide for annual rental increases, which are indexed to 100% of the annual change in national consumer price index, or CPI. In conjunction with this acquisition, we may seek to assume a mortgage loan with an outstanding principal balance of $18,072,765, as of December 31, 2015 and a stated maturity of October 31, 2019. The interest rate associated with the mortgage

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loan is based on 3-month NIBOR +1.70% which equates to an interest rate of 2.86% as of December 31, 2015. As of September 30, 2015, the leases at this property had a weighted average lease term of approximately 10.2 years, or 14.5 years if the tenants exercise their extension options.

Office Building – Rogaland, Norway.   This property includes a 91,353 square foot office building strategically located near various professional business parks in a major commercial area in western Norway. The building benefits from access to major transportation routes and proximity to Norway’s largest port, currently one of the leading ports in the northern Atlantic Ocean. Constructed in 2010, this building is 100% leased to three professional tenants in the engineering, infrastructure and construction industries. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases at this property also provide for annual rent increases, which are indexed to 100% of the annual change in national CPI. In conjunction with this acquisition, we may seek to assume a mortgage loan with an outstanding principal balance of $18,072,765, as of December 31, 2015 and a stated maturity of October 31, 2019. The interest rate associated with the mortgage loan is based on 3-month NIBOR +1.70% with a total interest rate of 2.86%. As of September 30, 2015, the leases at this building had a weighted average lease term of approximately 9.1 years. The tenants do not hold any extension options.

Logistics Building – Hedmark, Norway.   This property includes a 130,588 square foot logistics building located close to the main highway, approximately 1.5 hours north of Oslo by train. This building has been 100% leased to a government-owned tenant since its construction in 2001. In addition, the property has 33 loading bays and 200 parking spaces. The lease is structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The lease also provides for annual rent increases, which are indexed to 80% of the annual change in national CPI. As of September 30, 2015, the lease at this building had a weighted average lease term of approximately 4.7 years or 14.7 years if the tenant exercises its extension options. The tenant has indicated its intention to expand its space at the current property which has a development potential of nearly 40% additional space.

Industrial/ Logistics Property – Akershus, Norway.   Comprised of two logistics properties with an aggregate of 84,852 square feet, these properties are strategically located in an industrial park approximately 17 miles from Oslo. Constructed and renovated between 1983 and 2010, the properties are 100% leased to two investment grade tenants with focus on automotive and telecommunications servicing and installation. Both properties have over 100 parking spaces. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. Both leases have been recently renewed and provide for annual rent increases, which are indexed to 100% of the annual change in national CPI. As of September 30, 2015, the leases had a weighted average lease term of approximately 14.7 years or 24.7 years if the tenants exercise their extension options.

Office Property – Nordland, Norway.   This property includes three office buildings containing 62,958 square feet of total leasable area on a 97,144 square foot land plot. The office buildings are located in a professional business park in a regional city in northern Norway. The buildings benefit from access to major transportation routes and proximity to the Central Business District in the regional city and its nearby airport. Constructed in 1998, 2001 and 2004, the buildings are 100% leased to the Department of Labor. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases also provide for annual rental increases, which are indexed to 80% of the annual change in national CPI. As of September 30, 2015, the leases had a weighted average lease term of approximately 10.0 years, or 20.0 years if the tenant exercises its extension options.

Properties for which we have made an offer to acquire

In addition to the properties described above, our Manager has on our behalf made a conditional offer, subject to completion of its due diligence investigation and the satisfaction of other conditions, to acquire an entity that owns a large portfolio of industrial properties located in Norway, Sweden, Denmark. This portfolio is comprised of approximately 3,500,000 square feet of industrial and logistics facilities located throughout the Nordics. Collectively, these 16 industrial and logistics properties are available for an estimated gross purchase price of approximately $205 million. If our conditional offer is accepted by the equity owners of the entity, we have until March 31, 2016 to complete our due diligence investigation and determine whether to proceed with the acquisition of the entity.

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Properties subject to preliminary discussions and initial due diligence

As of the date of this prospectus, our Manager is in active preliminary discussions with the owners of 11 office and industrial buildings located in Norway, Denmark and Sweden with an aggregate value of approximately $255 million, based on the listed prices for such properties. Collectively, these 11 properties represent approximately 948,000 of rentable square feet. These buildings currently have an average occupancy of approximately 95% and include a mix of government and high-credit tenants providing a variety of services. In connection with any acquisition of these properties, we may seek to enter into new long term leases with select tenants and may seek to refinance the existing indebtedness on such properties where it is favorable to do so. We have commenced our initial due diligence review process of these properties. We have not entered into a letter of intent or any other documentation with respect to any of these properties.

Our Financing Strategy

We intend to finance our future growth with the most advantageous sources of capital available to us at the time of the financing, which may include a combination of public and private offerings of our equity and debt securities, secured and unsecured corporate-level debt, property-level debt and mortgage financing or borrowings. In the short-term period following the completion of this offering, we will seek to acquire properties, both within and outside of our targeted pipeline, using both the net proceeds from this offering, as well as mortgage debt that we may assume in connection with certain acquisitions, or new mortgage debt that we may incur in connection with other acquisitions. We may also seek to arrange for other borrowings that we can use as part of our near term acquisitions. In our targeted pipeline, if we, for example, proceed with the acquisition of the office building located in Norland Norway, we may seek to assume a mortgage loan that encumbers this property with an outstanding principal balance of $18,072,765, as of December 31, 2015 and a stated maturity of October 31, 2019. The interest rate associated with the mortgage loan is based on 3-month NIBOR +1.70% which equates to an interest rate of 2.86% as of December 31, 2015. In addition, based on a survey of the seven largest Norwegian Banks made available in December of 2015, we are targeting future mortgage borrowings with five to seven year terms that carry annual interest rates of between 2.5% and 3.5% per annum with limited to no amortization of principal. We have not obtained any commitments from lenders to allow us to assume any in place borrowings or to provide us with additional borrowings and there can be no assurance that we will be able to assume or obtain mortgage debt at these or other terms as part of our acquisition strategy or otherwise. We also currently intend to limit our overall borrowings so that our enterprise-wide loan-to-value ratio does not exceed 65% (measured at time of incurrence). However, our charter does not contain a specific limitation on the amount of debt we may incur, and our board of directors may implement or change our target debt levels at any time without the approval of our stockholders.

Our Hedging Strategy

We expect that substantially all of our leases will be denominated in the local currency of the nation in which the underlying property is located. However, we plan to report our results of operations and consolidated financial information in U.S. dollars and we will pay distributions to our stockholders in U.S. dollars. As a result, our results of operations as reported in U.S. dollars and our distributions to our stockholders will be impacted by fluctuations in the values of the local currencies in which we conduct our real property business.

In order to mitigate the risk of fluctuations in foreign currency exchange rates, we, our operating partnership and its subsidiaries will actively manage our revenues and expenses so that we incur a significant portion of our expenses, including our operating costs and borrowings, in the same local currencies in which we receive our revenues. In addition, subject to satisfying the requirements for qualification as a REIT and subject to our Manager’s determination that such steps are appropriate, we may engage in various hedging strategies, which may include currency futures, swaps, forwards and options. We expect that these strategies and instruments, if implemented, may allow us to reduce, but not eliminate, the risk of fluctuations in foreign currency exchange rates.

We also plan, subject to satisfying the requirements for qualification as a REIT, to manage interest rate risk related to our borrowings through the use of interest rate swaps, interest rate caps or other financial instruments. An interest rate swap is a contractual agreement entered into by two counterparties under which each agrees to make periodic payments to the other for an agreed period of time based on a notional amount of principal. We expect that we will primarily utilize interest rate swaps. We expect that our interest rate swaps will typically be floating-to-fixed interest rate swaps, under which we will agree to pay a series of fixed interest rate payments on a notional amount of principal in exchange for a series of floating or variable rate payments, effectively fixing our interest rate on that

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amount of principal of any variable rate debt that we will incur. The market values of floating-to-fixed interest rate swaps will depend heavily on the current market fixed rate, the corresponding term structures of variable rates and the expectation of changes in future variable rates. As expectations of future variable rates increase, the market values of the swaps increase. We expect our hedging strategies and instruments may allow us to reduce, but not eliminate, interest rate risk.

Summary Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully read and consider the risks discussed below and under the caption “Risk Factors” beginning on page 19 of this prospectus before investing in our common stock.

• We have no operating history and may not be able to operate our business successfully, find suitable investments, or generate sufficient revenue to make or sustain distributions to our stockholders.

• We have not identified any specific investments to acquire with the net proceeds of this offering so we are considered a “blind pool” and you will not be able to evaluate any proposed investments before purchasing our common stock.

• There are conflicts of interest in our relationship with our Manager and C-QUADRAT, which could result in decisions that are not in the best interests of our stockholders.

• We set the initial public offering price of our shares of common stock arbitrarily and such price may not accurately reflect the value of our assets or our expected operating income.

• Fluctuations in the values of the Norwegian Krone, Swedish Krona and the Danish Krone against the U.S. dollar may impact our financial performance.

• Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.

• Our charter permits us to pay distributions from any source and, as a result, the amount of distributions paid at any time may not reflect the performance of our properties or as cash flow from operations.

• Our growth will depend upon future acquisitions of real estate assets, and we may be unable to consummate acquisitions on advantageous terms or acquisitions may not perform as we expect.

• We expect that the properties that we acquire will be geographically concentrated in Norway, Sweden and Denmark, and we will be subject to social, political and economic risks of doing business in these countries and any other country in which we may own property.

• We expect that the properties we acquire will be concentrated in office and industrial buildings, making us more vulnerable economically than if our investments were more diversified.

• We are dependent on our Manager and its key personnel for our success.

• During the term of the management agreement, we will pay our Manager a management fee regardless of our performance, which may not sufficiently incentivize our Manager to generate attractive risk-adjusted returns to us.

• We have no experience operating our business as a REIT, or as a U.S. public company and have limited experience reporting in U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

• Even if we qualify as a REIT, we may be subject to tax (including foreign taxes for which we will not be permitted to pass through any foreign tax credit to our stockholders), which would reduce the amount of cash available for distributions to our stockholders.

Concurrent Private Placement

Concurrently with the completion of this offering, we will complete a private placement, or the “concurrent private placement,” in which we will sell $3.0 million of shares of our common stock or OP shares to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00.

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Our Structure

The following diagram sets forth our expected structure upon completion of this offering and the concurrent private placement: 

 

(1) Entity is organized under the laws of Maryland.

(2) Entity is organized under the laws of the Grand Duchy of Luxembourg.

(3) Entity is organized under the laws of Austria.

(4) This entity is owned by C-QUADRAT Investment AG directly or through a wholly-owned subsidiary organized under the laws of the Grand Duchy of Luxembourg.

Management Agreement

Prior to the completion of this offering, we expect to enter into a management agreement with our Manager pursuant to which our Manager will provide for the day-to-day management of our operations under the supervision, direction and oversight of our board of directors. The management agreement will require our Manager to comply with the investment guidelines and other policies that are approved by our board of directors. Our executive officers will not be employed by us or any of our subsidiaries, but instead will remain employees of C-QUADRAT group. In addition, our management agreement provides that we will be the exclusive vehicle sponsored by C-QUADRAT group that is acquiring, owning, leasing, managing and redeveloping office and industrial properties located in the Nordics.

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The management agreement has an initial three-year term and will be renewed for one-year terms thereafter unless terminated by either us or our Manager. Our Manager is entitled to receive a termination fee from us, under certain circumstances. The following table summarizes the fees our operating partnership will pay to our Manager and the expenses of our Manager that our operating partnership will reimburse pursuant to the management agreement:

Fee Summary Description

Management Fee

The management fee will be payable quarterly in an amount equal to one quarter of 1.5% of our “Stockholder’s Equity,” which equals, at each quarter-end, the sum of the net proceeds from all prior issuances of our capital stock and our operating partnership’s equity securities (exclusive of operating partnership equity securities held by us or our controlled subsidiaries) (calculated in local currencies at the time of such issuances (as described below) and allocated on a pro rata basis for such issuances during the quarter of any such issuance), plus our cumulative undistributed Core AFFO (as described below), less any amount that we pay to repurchase our capital stock or equity securities in our operating partnership following the completion of this offering. Our Stockholder’s Equity will be calculated separately for, and the management fee will be paid in the local currency of, each jurisdiction in which we own real property, except that our Stockholder’s Equity arising out of the net proceeds of this offering will be allocated entirely to Norway. Following the completion of this offering, for purposes of calculating our Stockholder’s Equity, we will allocate the net proceeds from each subsequent issuance of our shares of our capital stock or equity securities of our operating partnership among each jurisdiction in which we own real property based on the undepreciated book value of our real properties located in the jurisdiction over the undepreciated book value of all of our real properties determined as of the end of the most recently completed quarter prior to such issuance, with the portion of the net proceeds allocated to a jurisdiction converted into the local currency of such jurisdiction based on the exchange rate in effect on the date on which such issuance is completed. Undistributed Core AFFO will be similarly allocated among jurisdictions using the same methodology, with the amount allocated converted into local currencies based on the exchange in effect at quarter-end. Our Stockhholder’s Equity may be adjusted to exclude one-time events pursuant to changes in U.S. GAAP and certain other non-cash items, and our calculation in local currencies and the proportion of the management fee that is payable in each local currency may also be adjusted, in each case after discussions between our Manager and our independent directors and approved by a majority of our independent directors. The definition of Stockholder’s Equity for purposes of determining the management fee that we will pay our Manager is different than the determination of stockholders’ equity under U.S. GAAP.

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Incentive Distribution

Under our operating partnership’s Articles of Association, or Articles, our Manager will hold a special class of shares in our operating partnership that will entitle our Manager to receive an incentive distribution, that will be divided into two parts, with one part calculated in U.S. dollars and the other calculated in local currencies.

The first part of the incentive distribution will entitle our Manager to receive an incentive distribution, distributed quarterly in arrears, in an amount equal to 10% of the amount by which our pre-incentive distribution Core AFFO for the most recently completed quarter, or the Current Quarter, exceeds a quarterly hurdle (as described below) and if the conditions of a four quarter hurdle (which on a quarterly basis retests our performance over a rolling four quarter period) are satisfied. This part of the incentive distribution will be calculated after giving effect to the conversion of our Stockholder’s Equity and Core AFFO to U.S. dollars and will be paid in U.S. dollars.

The second part of the incentive distribution will entitle our Manager to receive an incentive distribution, distributed quarterly in arrears, in an amount equal to 10% of the amount by which our pre-incentive distribution Core AFFO for the most recently completed quarter, or the Current Quarter, exceeds a quarterly hurdle (as described below) and if the conditions of a four quarter hurdle (which on a quarterly basis retests our performance over a rolling four quarter period) are satisfied. This part of the incentive distribution will be calculated in local currencies on a blended basis that takes into account the undepreciated book value of our real properties located in each jurisdiction in which such local currency is used, and will be paid in local currencies. Our calculation in local currencies and the proportion of the incentive distribution that is payable in each local currency may be adjusted, after discussions between our Manager and our independent directors and the approval of our independent directors.

Quarterly Hurdle: The product of (x) our Stockholder’s Equity at the end of such quarter, and (y) 8%, expressed on a quarterly basis.

Four Quarter Hurdle: The incentive distribution payable for the Current Quarter shall also be subject to a trailing four-quarter hurdle (or the Four Quarter Hurdle). The Four Quarter Hurdle shall be satisfied if the sum of the Current Quarter and prior three fiscal quarters’ Core AFFO exceeds a trailing four quarter hurdle (or the Four Quarter Hurdle Amount) calculated based upon the sum of the Hurdle for the Current Quarter and the applicable Hurdle for each of the prior three fiscal quarters.

We compute funds from operations (“FFO”) in accordance with NAREIT’s definition. NAREIT defines FFO as net income (as determined under GAAP), excluding gains (or losses) from sales of real estate and

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related impairment charges, plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

AFFO is a measure of our FFO that removes the effect of items that do not reflect ongoing property operations, including acquisition costs, equity-based compensation, gains from financial instruments at fair value, straight-line rent adjustment, amortization of market leases, amortization of deferred financing fees and non-cash tax expense, from the determination of FFO.

Core AFFO is calculated by adjusting our AFFO for recurring capital expenditures and to include any realized gains or losses on our real property investments excluding any unrealized gains or losses or mark-to-market on currency hedges that occurred during such quarter.

Hedging Impact of the Local Currency Arrangements

We believe that the provision of our base management fee and incentive distribution, which requires us to make payments in local currencies in amounts that are intended to correspond generally to the jurisdictions in which we have invested our capital, will act as an important hedge against fluctuations in the value of local currencies we use in our business compared to the U.S. dollar.

Expense Reimbursement

We will be required to reimburse our Manager for its documented expenses incurred in performing services for us in connection with the operation of our business, including property management, legal, property accounting, information technology, operations and due diligence. We may engage third-party service providers to provide us with administrative services, such as being responsible for the financial and other records that we are required to maintain and preparing reports to our stockholders and reports and other materials filed with the Securities and Exchange Commission, or the SEC, or any other regulatory authority. Alternatively, at our option, we may elect to have our Manager or C-QUADRAT provide such services in which case we will reimburse our Manager, at cost, for the amounts paid by our Manager or C-QUADRAT for the salary and benefits of its personnel providing such services to us. Notwithstanding the foregoing, we will not reimburse our Manager for the salary and benefits of its senior management team who provide operational and strategic oversight and management to us and our Manager, including Bjarne Eggesbø, our chief executive officer.

Termination Fee

Termination fee equal to three times the average annual management fee earned by our Manager during the prior 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. Such termination fee will be payable upon termination of the management agreement except in certain limited circumstances. If the management agreement is terminated under circumstances in which we are obligated to make a

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termination payment to our Manager, our operating partnership shall repurchase, concurrently with such termination, the special class of shares held by our Manager for an amount equal to three times the average annual amount of the Incentive Distribution paid or payable in respect of the special class of shares during the 24-month period immediately preceding such termination.

For more information regarding the management agreement, see “Our Manager and the Management Agreement—Management Agreement.”

Internalization

Prior to the end of the calendar quarter occurring immediately after the date in which our stockholders equity (as defined in our management agreement) exceeds $500 million, we have agreed with our Manager that our board of directors will organize a special committee, consisting entirely of independent directors, for the purpose of engaging in discussions with our Manager relating to the possibility of internalizing our management function through the acquisition of aspects of our Manager’s business which are dedicated to our business in exchange for the issuance by us of shares of common stock or OP shares in our operating partnership subsidiary. In connection with any such internalization transaction, we would expect to terminate the management agreement with C-QUADRAT, hire certain employees of C-QUADRAT and its affiliates but also enter into other agreements with C-QUADRAT and its affiliates that will allow us to maintain a relationship with C-QUADRAT and also to the extent appropriate to utilize certain personnel and resources of C-QUADRAT that would not be acquired by us in the internalization transaction.

To complete an internalization transaction, this special committee, and our Manager would need to negotiate and reach a mutually acceptable agreement relating to such transaction. We cannot assure you that such negotiations will result in a mutually acceptable agreement, that we will be able to complete any such a transaction, or on what terms it may be completed, including the amount of consideration we may be required to pay to our Manager. In addition, to the extent required under the listing rules of the NASDAQ Global Market or other exchange upon which our shares of common stock are then listed, any such transaction would require the approval of our stockholders. Consequently, no assurance can be given that an agreement will be reached or that internalization of our Manager will be achieved.

Equity Incentive Plan

Prior to the completion of this offering, we will adopt the Nordic Realty Trust, Inc. 2016 Equity Incentive Plan, or the Equity Incentive Plan, which permits us to grant equity-based compensation to our officers, directors, Manager and its personnel and affiliates and our service providers in the form of stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, phantom shares, performance-based awards, unrestricted stock, LTIP units and other awards. The maximum number of shares of common stock, OP shares, LTIP units or other awards that may be issued and sold under the Equity Incentive Plan, consisting of authorized but unissued shares, is equal to 425,000 shares of our common stock and OP shares issued and outstanding following the completion of this offering. In connection with stock splits, dividends, recapitalizations and certain other events, our board will make equitable adjustments that it deems appropriate in the aggregate number of shares of our common stock that may be issued under Equity Incentive Plan and the terms of outstanding awards. In connection with the completion of this offering, our Manager’s senior management team and our directors will receive an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units).

Conflicts of Interest

We are dependent on our Manager, a newly formed subsidiary of C-QUADRAT, for the day-to-day management of our business and the properties that we expect to acquire, and we do not have any independent officers or employees. Our officers and our non-independent directors are employed by C-QUADRAT. The ability of our Manager and its investment professionals to engage in other business activities may reduce the time our Manager and

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its investment professionals spend managing us. However, our management agreement provides that we will be the exclusive vehicle sponsored by C-QUADRAT group that is acquiring, owning, leasing, managing and redeveloping office and industrial properties located in the Nordics. See “Risk Factors—Risks Related to Our Organization and Structure.”

Restrictions on Ownership of Our Stock

In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, among other purposes, our charter generally prohibits any person (other than a person who has been granted an exception, or an excepted holder) from actually, beneficially or constructively owning more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of common stock, of the outstanding shares of any class or series of our preferred stock and of the outstanding shares of our capital stock. Our charter permits exceptions to be made for stockholders provided, among other requirements, that our board of directors determines such exceptions will not jeopardize our qualification as a REIT. See “Description of Capital Stock—Restrictions on Ownership and Transfer.”

Our U.S. Federal Income Tax Status

We have been organized and we intend to operate in a manner that will enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2016. To qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding stock and the amount of our distributions. Provided that we qualify as a REIT, we will generally not be subject to U.S. federal income tax on our net taxable income (including net capital gains) that we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax at regular corporate rates and may not be able to re-elect to be taxed as a REIT for the four taxable years following the year in which we lost our REIT qualification. Even if we qualify as a REIT, we may be subject to U.S. federal, state, local and foreign taxes on our income and property, including income, property, transfer and other taxes imposed by the foreign jurisdictions in which the assets we acquire are located and foreign withholding tax on earnings that are repatriated from such jurisdictions, and, in certain cases, a 100% penalty tax in the event we sell property as a dealer. Any taxable REIT subsidiaries, or TRSs, that we form (A) (i) could be subject to U.S. federal, state and local income taxes at regular corporate rates if such entities are formed as domestic entities, or (ii) generate income from U.S. sources or activities connected to the United States if such entities are formed as foreign entities, and (B) will be subject to any applicable foreign taxes. See “Material U.S. Federal Income Tax Considerations.”

Local Tax Considerations

Ordinary income (net of allowable deductions) derived by a Norwegian company, Danish company and a Swedish company is taxable at a current rate of 25%, 23.5% and 22%, respectively. In permitted circumstances, we expect our total ordinary income to be reduced for interest charges, depreciation, general and administrative costs and certain maintenance expenses and capital expenditures. As a result, we expect our ordinary income tax liability to be reduced, but not eliminated. We may maintain leverage levels higher than we otherwise would in part in order to reduce our income tax expense, or in the event we reduce our leverage, we may be subject to additional Norwegian tax, Danish or Swedish tax.

Distribution Policy

We intend to make regular quarterly distributions to our stockholders and holders of OP shares. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. Any future distributions we make will be at the direction of our board of directors and will depend upon a number of factors, including our earnings and financial conditions.

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Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. While we are an emerging growth company, among other things:

• we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

• we are permitted to provide less extensive disclosure about our executive compensation arrangements;

• we are not required to give to our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements; and

• we have elected not to use an extended transition period for complying with new or revised accounting standards, and this election is irrevocable.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, have more than $700 million in market value of shares of our common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt securities over a three-year period.

Corporate Information

Our principal U.S. executive offices are located at 150 East 52nd Street, 3rd Floor, New York, NY 10022. Our telephone number is (212) 558-0990. Our website is www.nortreit.com. The information on, or that can be accessed through, our website is not intended to form a part of or be incorporated by reference into this prospectus.

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THE OFFERING

Common stock offered by us

5,000,000 shares⁽¹⁾

Common stock and OP shares to be outstanding immediately after this offering

5,375,100 shares⁽²⁾

Use of proceeds

We estimate that we will receive net proceeds from this offering of approximately $68.0 million, or approximately $78.4 million if the underwriters’ overallotment option is exercised in full, after deducting the underwriting discount and estimated offering expenses. In addition, we expect to complete a private placement in which we will sell $3.0 million of shares of our common stock or shares in our operating partnership to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00 and without the payment of any underwriting discount, resulting in aggregate net proceeds of $71.0 million (or $81.4 million if the underwriters exercise their overallotment option in full). We intend to use the net proceeds of this offering and the $3.0 million in proceeds from the concurrent private placement primarily for future acquisitions of real properties in the Nordics. In connection with any acquisition, we may also assume or arrange mortgage or other financing, as discussed under “Prospectus Summary—Our Financing Strategy.” Pending application of these net proceeds, we intend to invest these net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT.

Proposed NASDAQ symbol

“NORT”

Secondary listing

We may in the future apply for approval for the secondary listing of our shares of common stock on the NASDAQ OMX Stockholm. Trading of our shares of common stock on the NASDAQ OMX Stockholm requires prior approval of a Swedish prospectus by Sweden’s financial supervisory authority, or the Swedish FSA. There can be no assurance that we will obtain a secondary listing or once obtained if such a listing can be maintained.

Concurrent Private placement

We will sell $3.0 million of shares of our common stock or OP shares to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00 concurrently with the completion of this offering.

(1) Excludes up to 750,000 shares of common stock that may be issued by us upon exercise of the underwriters’ overallotment option.

(2) Includes (i) 5,000,000 shares of common stock to be issued in this offering, (ii) an aggregate of 200,000 shares of our common stock or OP shares that we will sell to C-QUADRAT in the concurrent private placement, (iii) an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units) that our Manager’s senior management team and our directors will receive in connection with the completion of this offering and (iv) 100 shares of our common stock issued as part of our initial capitalization. If our GP subsidiary elects to cause our operating partnership to exchange OP shares for shares of our common stock, we will generally deliver one share of our common stock for each OP share exchanged. Does not include (i) OP shares owned by us, (ii) up to 750,000 shares of common stock that may be issued by us upon exercise of the underwriters’ overallotment option, (iii) an aggregate of up to 250,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units) reserved for future issuance and sale under our Equity Incentive Plan. See “Nordic Operating Partnership S.C.A. Articles of Association—Redemption of OP Shares.”

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RISK FACTORS

An investment in shares of our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occurs, our business, financial condition, liquidity and results of operations could be materially and adversely affected. If this were to happen, the price of our common stock could decline significantly and you could lose a part or all of your investment.

Risks Related to Our Business

We have no operating history and may not be able to operate our business successfully, find suitable investments, or generate sufficient revenue to make or sustain distributions to our stockholders.

We were formed on July 17, 2015 and have no operating history. We have no assets and will commence operations only upon completion of this offering and the concurrent private placement. We cannot assure you that we will be able to operate our business successfully, find suitable investments or implement our operating policies and strategies as described in this prospectus. Our ability to provide attractive risk-adjusted returns to our stockholders over the long term is dependent on our ability both to generate sufficient cash flow to pay an attractive dividend and to achieve capital appreciation, and we cannot assure you we will do either. There can be no assurance that we will be able to generate sufficient revenue from operations to pay our operating expenses and make distributions to stockholders. The results of our operations and the implementation of our business plan depend on several factors, including the availability of opportunities for investment, the level and volatility of interest rates, the availability of adequate equity capital as well as short and long-term financing, conditions in the financial markets and economic conditions.

We have not identified any specific investments to acquire with the net proceeds of this offering so we are considered a “blind pool” and you will not be able to evaluate any proposed investments before purchasing our common stock.

Our Manager’s senior management team has identified and is in various stages of reviewing in excess of $620 million of potential properties for acquisition, which amount is estimated based on preliminary discussions with the sellers or our internal assessment of the values of such properties. Of these potential acquisitions, we have recently entered into non-binding letters of intent for the acquisition of an aggregate of $162 million of properties. There can be no assurance that we will enter into definitive agreements to acquire or ultimately complete the acquisition of any property under evaluation on the terms currently anticipated, or at all, and we cannot predict the timing of any potential acquisitions if any are completed. You will not be able to evaluate any proposed investments before purchasing shares of our common stock. Additionally, our investments will be selected by our Manager and our stockholders will not have input into such investment decisions. Both of these factors will increase the uncertainty, and thus the risk, of investing in shares of our common stock.

Until appropriate investments can be identified and acquired, our Manager may invest the net proceeds of this offering and the concurrent private offering in interest-bearing short-term investments, including money market accounts and/or funds that are consistent with our intention to qualify as a REIT. These investments are expected to provide a lower net return than we will seek to achieve from investments in our target assets. We expect to reallocate a portion of the net proceeds from these offerings into a portfolio of our target assets within six months, subject to the availability of appropriate investment opportunities. Our Manager intends to conduct due diligence with respect to each investment and suitable investment opportunities may not be immediately available. Even if opportunities are available, there can be no assurance that our Manager’s due diligence processes will uncover all relevant facts or that any investment will be successful.

Our growth will depend upon future acquisitions of real estate assets, and we may be unable to consummate acquisitions on advantageous terms or acquisitions may not perform as we expect.

Our growth strategy is focused on the acquisition of real estate assets on favorable terms as opportunities arise. Our ability to acquire real estate assets on favorable terms is subject to the following risks:

• we may be unable to acquire desired properties because of competition from real estate investors with more capital, including real estate funds;

• our Manager may not successfully manage and lease our properties to meet our expectations;

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• competition from other potential acquirers may significantly increase the purchase price of a desired property;

• we may be unable to obtain the necessary debt or equity financing to consummate an acquisition on satisfactory terms or at all;

• we may need to spend more than budgeted amounts to develop properties or to make necessary improvements or renovations to potential acquisitions;

• agreements for the acquisition of properties are typically subject to closing conditions, including satisfactory completion of due diligence investigations, and we may spend significant time and money on potential acquisitions that we do not consummate;

• the process of acquiring or pursuing the acquisition of a new property may divert our Manager’s senior management team’s attention from then existing business operations;

• we may be unable to quickly and efficiently integrate new acquisitions into our operations;

• market conditions may result in higher than expected vacancy rates and lower than expected rental rates;

• we may acquire properties without any recourse, or with only limited recourse, for liabilities, whether known or unknown, against the former owners of the properties; and

• we may acquire real estate assets that do not perform as expected.

Events or occurrences that affect areas in which the real estate assets we expect to acquire are geographically concentrated may impact our business, financial condition, liquidity and results of operations.

Our operating performance will be impacted by the economic conditions of the specific markets in which we expect to have concentrations of real estate assets. We expect that the properties we acquire will be primarily located in Norway, Sweden and Denmark. As a result of the geographic concentration of properties in these countries, we will be particularly exposed to potential downturns in these economies and other changes in local real estate market conditions. In the event of adverse economic or other changes in these countries, our business, financial condition, liquidity and results of operations may be materially and adversely affected.

We expect that the properties that we acquire will be geographically concentrated in Norway, Sweden and Denmark, and we will be subject to social, political and economic risks of doing business in these countries and any other country in which we may own property.

We expect that the properties that we acquire will be geographically concentrated in Norway, Sweden and Denmark. Circumstances and developments related to operations in these markets that could negatively affect our business, financial condition, liquidity and results of operations include, but are not limited to, the following factors:

• difficulties and costs of staffing and managing operations in the Nordics;

• differing employment practices and labor issues;

• volatility in currencies;

• currency restrictions, which may prevent the transfer of capital and profits to the United States;

• unexpected changes in regulatory requirements and other laws;

• potentially adverse tax consequences;

• the responsibility of complying with multiple and potentially conflicting laws, including with respect to corrupt practices, employment and licensing;

• the impact of regional or country specific business cycles and economic instability;

• political instability, uncertainty over property rights, civil unrest, political activism or the escalation of terrorist activities;

• foreign ownership restrictions; and

• access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.

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Our growth also subjects us to certain risks, including integrating new offices and establishing effective controls and procedures to regulate the operations of new offices and to monitor compliance with regulations such as the Foreign Corrupt Practices Act and similar laws.

In addition, our operations in the Nordics and, specifically, the ability of our non subsidiaries to dividend or otherwise transfer cash among our subsidiaries, including transfers of cash to pay interest and principal on our debt, may be affected by currency exchange control regulations, transfer pricing regulations and potentially adverse tax consequences, among other things.

We expect that the properties we acquire will be concentrated in office and industrial buildings, making us more vulnerable economically than if our investments were more diversified.

As a REIT, we will invest primarily in real estate. We selectively will acquire, own, lease, manage and redevelop office and industrial buildings. We will be subject to risks inherent in concentrating investments in real estate. The risks resulting from a lack of diversification become even greater as a result of our business strategy to invest primarily in office and industrial buildings. A downturn in the office and industrial building industry or in the commercial real estate industry generally in the Nordics could significantly adversely affect the value of the properties that we acquire, which could have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock. These adverse effects could be more pronounced than if we diversified our investments outside of real estate or outside of office and industrial buildings in the Nordics.

We may be unable to renew leases or re-lease space as leases expire, which could harm our operating results and ability to make distributions to our stockholders.

We cannot assure you that the leases we will enter into will be renewed, or that we will be able to find tenants for vacated space. To the extent that the properties that we expect to acquire, or portions of these properties, remain vacant for extended periods of time, we may receive reduced or no revenue from such properties. In addition, the sale value of a property could be diminished, because the market value of a particular property depends significantly upon the value of the leases of such property.

Our business, financial condition, liquidity and results of operations will depend upon our ability to maintain and increase occupancy at the properties that we expect to acquire, while also maintaining or increasing rental rates. Various factors, including competitive pricing pressure in our markets and the current global economic uncertainty, may cause the rental rates that we charge tenants to decline and our ability to maintain our current rental rates or increase those rates in the future may be limited. In addition, many of the properties that we expect to acquire will be located outside of CBDs and may be in close proximity to undeveloped land. The construction of new, competing buildings in areas near the properties that we expect to acquire may also reduce our occupancy rates and the rental rates we may charge. Rental rates for expiring leases may be higher than those we are able to charge for new leases and we may also be required to offer greater concessions than we have previously. Accordingly, we cannot assure you that the properties that we expect to acquire will be re-leased at rental rates equal to or above the initial rental rates or that substantial rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options will not be offered to attract new tenants or retain existing tenants. If we are unable to obtain sufficient rental rates across our portfolio, our business, financial condition, liquidity and results of operations would be materially and adversely affected.

We may be required to make significant capital expenditures to improve the properties that we acquire in order to retain and attract tenants, causing a decline in our financial performance.

We may be required to make rent or other concessions to tenants, accommodate requests for renovations or other improvements or provide additional services in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers to the properties we acquire. As a result, we may have to make significant capital or other expenditures. We may need to raise debt or equity financing to make such expenditures, which may not be available on favorable terms, or at all. If we are unable to make required expenditures, we may not be able to retain tenants upon expiration of leases or attract new tenants, which would materially and adversely affect our business, financial condition, liquidity and results of operations.

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We may be unable to successfully expand our operations to new markets, which could materially and adversely affect our business, financial condition, liquidity and results of operations.

We may not possess the same level of knowledge with respect to market dynamics and conditions of any new market in which we may attempt to expand, which could materially and adversely affect our capacity to expand into and operate in any such new markets. We may be unable to obtain the desired returns on our investments in these new markets. Expansions into new countries may also expose us to additional currency fluctuation risks. If we are not successful in expanding into new markets, our business, financial condition, liquidity and results of operations may be materially and adversely affected.

We may be exposed to risks associated with property development.

We expect that all of the properties that we expect to acquire will be developed properties and therefore we have no current plan to engage in major development activities other than tenant improvements or expansions in the ordinary course of business. However, we may in the future decide to do so, which would subject us to certain risks that are, in most cases, greater than the risk associated with the acquisition of fully developed and operating properties, including, without limitation:

• significant time lag between commencement and stabilization of operations, subjecting us to greater risks due to fluctuations in the general economy, including global, regional and local economic downturns;

• the availability and timely receipt of regulatory approvals;

• the cost and timely completion of construction (including unanticipated risks beyond our control, such as weather or labor conditions, shortages of materials and construction overruns);

• the availability and pricing of financing on satisfactory terms or at all; and

• the ability to achieve an acceptable level of occupancy and rents upon completion to make the property profitable.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development or redevelopment projects once undertaken, any of which could have a material and adverse effect on our business, financial condition, liquidity and results of operations.

In addition, our growth strategies include redeveloping properties that we may acquire in the future. However, real property regulations governing the properties that we acquire may prohibit redevelopment, and petitioning to obtain required governmental approvals is often a lengthy and difficult process, which may delay redevelopment plans or make such plans more expensive.

Joint venture investments that we may make could be materially and adversely affected by our lack of sole decision-making authority, our reliance on our joint venture partners’ financial condition and disputes between us and our joint venture partners.

We may co-invest in properties with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In this event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments through partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt, fail to fund their share of required capital contributions, make poor business decisions or block or delay necessary decisions. Joint venture partners may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor our joint venture partners would have full control over the partnership or joint venture. Disputes between us and our joint venture partners may result in litigation or arbitration that would increase our expenses and prevent our Manager from focusing its time and effort on our business. Consequently, actions by, or disputes with, our joint venture partners might result in subjecting the facilities owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our joint venture partners.

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We will be exposed to risks associated with leasing properties to government tenants, including certain regulations applicable to government tenants that could adversely impact our ability to enter into leases with government tenants and the timing and cost of our leasing activities.

Certain of the properties that we expect to acquire will be leased to government tenants and government sponsored or controlled enterprises or agencies, and we will be exposed to risks associated with leasing properties to such tenants. Tenants that are government entities may be required, under laws applicable in the Nordics, to make a public request for a competing bid prior to entering into a new lease agreement. However, such regulations do not apply for existing government tenants that are exercising a renewal or extension option in an already effective lease unless purpose-built modifications are made. We cannot assure you that existing regulatory policies will not materially and adversely affect us or the timing or cost of any future leasing arrangements with governmental tenants or that additional regulations will not be adopted that would increase such delays or result in additional costs. Our failure to enter into new leases with governmental tenants could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Because we expect that certain of our principal tenants will be governmental entities, the properties that we expect to acquire may have a higher risk of terrorist attack than similar properties leased to non-governmental tenants.

Because we expect that certain of our principal tenants will be governmental entities, those properties are presumed to have a higher risk of terrorist attack than similar properties that are leased to non-governmental tenants. Some of the properties that we expect to acquire could be considered “high profile” targets because of the particular government tenant. Certain losses resulting from terrorist attacks may be uninsurable. Additional terrorism insurance may not be available at a reasonable price or at all.

Fluctuations in the values of the Norwegian Krone, Swedish Krona and the Danish Krone against the U.S. dollar may impact our financial performance.

We expect that all of our leases will be denominated in the local currency of the nation in which the underlying property is located. We also plan to report our results of operations and consolidated financial information in U.S. dollars. In addition, we will pay distributions to our stockholders in U.S. dollars. As a result, our results of operations as reported in U.S. dollars and our distributions to our stockholders will be impacted by fluctuations in the values of the local currencies in which we conduct our real property business. Although we plan to mitigate this risk by incurring a significant portion of our operating expenses in the local currencies in which our properties are located and, subject to satisfying the requirements for qualification as a REIT and subject to our Manager’s determination that such steps are appropriate, by entering into currency futures, swaps, forwards and options designed to hedge our foreign currency exposure, these steps may not adequately protect us from losses we incur from foreign currency fluctuations. In addition, hedging instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements. Further, poorly designed strategies or improperly executed transactions could instead have the effect of increasing our risk and losses. Hedging strategies invariably involve transaction and other costs that may not compensate for the gains to be derived from such transactions.

Insurance on the properties that we acquire may not adequately cover all losses and uninsured losses could materially and adversely affect us.

Generally, we will be responsible for the costs of insurance coverage for our properties, including for casualty, liability, fire, floods, earthquakes, extended coverage and rental or business interruption loss. However, there are certain risks, such as losses from terrorism, that are not generally insured against, or that are not generally fully insured against, because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. Under certain circumstances insurance proceeds may not be sufficient to restore our economic position with respect to an affected property, and we could be materially and adversely affected. Furthermore, we do not have any insurance designated to limit any losses that we may incur as a result of known or unknown environmental conditions which are not caused by an insured event.

Certain of the properties that we acquire may be subject to natural or other disasters, which could cause significant damage to those properties and materially and adversely affect our business, financial condition, liquidity and results of operations.

Certain of the properties that we acquire will be located in areas which are more susceptible to, and could be significantly affected by, natural disasters that could cause significant damage to those properties. If we experience

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a loss, due to such natural disasters or other relevant factors, that is uninsured or which exceeds our policy limits, we could incur significant costs and lose the capital invested in the damaged properties, as well as the anticipated future revenue from those properties, which could materially and adversely affect our business, financial condition, liquidity and results of operations.

Contingent or unknown liabilities could materially and adversely affect our business, financial condition, liquidity and results of operations.

We may in the future acquire properties, subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a claim were asserted against us based on ownership of any of these properties, we may have to pay substantial amounts to defend or settle the claim. If the magnitude of such unknown liabilities is high, individually or in the aggregate, our business, financial condition, liquidity and results of operations would be materially and adversely affected.

Current favorable laws relating to government-related tenants may be modified or eliminated in the future, and new laws that are adverse to our business may be enacted.

We are targeting for acquisition properties that are leased to municipal and other government-related tenants. In Norway, Sweden and Denmark, municipal and other government tenants are not permitted to discharge their financial obligations, including lease obligations, through a bankruptcy process in the absence of a bankruptcy proceeding involving the applicable national government. However, these laws may be amended or new laws enacted in the future to eliminate or modify these prohibitions, which could harm the dependability of our revenue base and reduce our tenant retention rates.

Risks Related to the Real Estate Industry

The assets we will acquire may be subject to impairment charges.

We will periodically evaluate the real estate investments we acquire and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, tenant performance and legal structure. For example, the termination of a lease by a major tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset which could have an adverse effect on our results of operations in the period in which the impairment charge is recorded.

Our financial performance and the value of the real estate assets we expect to acquire are subject to general economic conditions and risks associated with such assets.

Real estate assets are subject to various risks and fluctuations and cycles in demand and value, many of which are beyond our control. If the real estate assets we acquire do not generate sufficient income to meet operating expenses, including debt service, management and property administration fees and capital expenditures, our financial performance will be materially and adversely affected. In addition, there are significant expenditures associated with an investment in real estate assets (such as debt payments, local taxes and maintenance costs) that generally do not decline when adverse business, economic or other circumstances reduce rental income. Income from and the value of the real estate assets we expect to acquire may be materially and adversely affected by:

• weakening of global economic conditions or the economic conditions of any of the Nordic countries, including as a result of the recent global economic uncertainty;

• reduction in the attractiveness of the properties that we expect to acquire to existing or potential tenants;

• financial condition of our existing tenants;

• changes in supply of or demand for similar or competing properties;

• greater-than-expected tenant turnover;

• vacancies or our inability to lease space on favorable terms, or at all;

• inability to collect rents from tenants, including as a result of financial difficulties or lease defaults by our tenants;

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• increase in interest rates or reduction in the availability of financing on attractive terms, which may render the purchase or sale of properties difficult, unattractive or impossible;

• increases in operating costs and expenses without an ability to increase rents so as to offset such increases;

• increase in costs of compliance with governmental regulations, including due to changes in tax, environmental and other local laws;

• an inability to provide or arrange adequate property maintenance;

• increases in the cost or reduction in the availability of insurance;

• changes in laws, regulations and governmental policies, including, without limitation, tax, environmental and safety laws, governmental fiscal policies, and changes in enforcement thereof;

• competition from other real estate investors with significant capital, including real estate funds;

• unanticipated increases in costs associated with known or unknown adverse environmental conditions; and

• general overbuilding or excess supply in our target markets.

Our business, financial condition, liquidity and results of operations may also be affected by adverse economic developments, including the current fiscal challenges faced by certain nations in the European Union, which may cause spill-over effects in the Nordics or in the local markets where our properties are located.

In addition, to the extent we purchase real estate assets in an unstable market, we are subject to the risk that if the real estate market ceases to attract the same level of demand, or the number of companies seeking to acquire real estate assets decreases, our rental income may be materially and adversely affected or the value of our investments may not appreciate or may decrease significantly. The length and severity of any economic slow-down or downturn cannot be predicted, and our financial performance could be materially and adversely affected to the extent that an economic slow-down or downturn is prolonged or becomes severe.

Actions by our competitors may decrease, or prevent increases in, the occupancy and rental rates of the properties that we expect to acquire or may affect our ability to grow our portfolio.

We will compete with other owners, operators and developers of real estate properties in the Nordics, some of which own properties similar to the properties we are targeting. We may increasingly find ourselves in competition with large institutions that have greater resources than us or that may be able or willing to accept more risk than we can prudently manage. In addition, new real estate investment vehicles may enter the market, which could significantly increase competitive pressures with respect to real estate activities in the Nordics. Some of our competitors may have greater financial resources than we do and may be able or willing to accept more risk than we are. In the future, competition from these entities may reduce the number of suitable investment opportunities available to us or increase the bargaining power of property owners seeking to sell. If our competitors offer space at rental rates below current market rates or below the rental rates we charge our tenants, we may lose tenants, and we may be pressured to reduce our rental rates in order to retain tenants. In addition, some competing properties may be newer, better located or otherwise more attractive than ours. As a result, our business, financial condition, liquidity and results of operations could be materially and adversely affected.

Real estate investments are not as liquid as other types of investments, which may reduce returns to investors.

While our business objectives consist primarily of acquiring and deriving operating income from real estate assets, we expect that at times we will deem it appropriate or desirable to sell or otherwise dispose of certain of our real estate assets. Real estate investments are not as liquid as other types of investments, and this lack of liquidity may limit our ability to react promptly to changes in economic, market or other conditions. Therefore, our ability at any time to sell assets may be restricted and this lack of liquidity may limit our ability to make changes to our portfolio promptly, which could materially and adversely affect our financial performance. We cannot predict the various market conditions affecting the real estate investments that we expect to acquire which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of the real estate assets we expect to acquire, we cannot assure you that we will be able to sell these assets at a profit in the future. Accordingly, the extent to which we will realize potential appreciation on the real estate investments we expect to acquire will be dependent upon fluctuating real estate market conditions. In addition, in order to qualify as a REIT and maintain our REIT status, we may not be able to sell properties when we would otherwise choose to do so, due to market conditions or changes in our strategic plan.

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Furthermore, we may be required to make expenditures to correct defects or to make improvements before a property can be sold and we cannot assure you that we will have funds available to correct such defects or to make such improvements.

We may own properties subject to ground leases that expose us to the loss of such properties upon breach or termination of the ground leases.

A ground lease agreement permits a tenant to develop and/or operate a land parcel (property) during the lease period, after which the land parcel and all improvements revert back to the property owner. Under a ground lease, property improvements are owned by the property owner unless an exception is created and all relevant taxes incurred during the lease period are paid for by the tenant. Ground leases typically have a long duration generally ranging from 50 to 99 years with additional extension options. As a lessee under a ground lease, we are exposed to the possibility of losing the property upon termination, or an earlier breach by us, of the ground lease, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock.

Risks Related to Our Financing

Our growth depends on external sources of capital, which may not be available on favorable terms or at all.

We intend to grow by acquiring real estate assets, which we intend to finance largely through newly issued debt and/or equity. We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, our own operating or financial performance or otherwise, to access capital markets on a timely basis and on favorable terms or at all.

Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. The availability of debt financing may be limited within the Nordics, and general rates and terms for debt financing may not be competitive with those of other countries such as the United States. According to Colliers International, an international commercial real estate services organization and industry analyst, property investors in the Nordics need to demonstrate sound financial positions to access debt. Additionally, in Denmark, local lenders are reportedly still constrained by pre-stipulated aggregate levels of exposure to the property sector. In addition, domestic and international financial markets have exhibited substantial volatility and instability since the global financial crisis of 2008-2009, and the global economy continues to exhibit substantial uncertainty as a result of factors such as the fiscal crisis impacting selected countries within the European Union. If general economic instability or downturn leads to an inability to borrow at attractive rates or at all, our ability to obtain capital to finance the purchase of real estate assets could be negatively impacted. In addition, financial covenants under credit facilities of other indebtedness may restrict our operational flexibility and our ability to grow our business, through acquisitions or otherwise, by means of debt financing.

If we are unable to obtain capital on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase and the levered return on the properties we do purchase may be lower. In addition, our ability to refinance all of any debt we may incur in the future, on acceptable terms or at all, is subject to all of the above factors, and will also be affected by our future financial position, results of operations and cash flows, which additional factors are also subject to significant uncertainties, and therefore we may be unable to refinance any debt we may incur in the future, as it matures, on acceptable terms or at all. All of these events would have a material adverse effect on our business, financial condition, liquidity and results of operations.

Because we expect to distribute substantially all of our taxable income to our stockholders, we will need additional capital to finance our growth and such capital may not be available on favorable terms or at all.

We may need additional capital to fund our growth. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. Because we intend to grow our business, this limitation may require us to incur additional debt or raise additional equity at a time when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financing may be restricted by the terms of any of our outstanding borrowings. If additional funds are not available to us, we could be forced to curtail or cease new asset originations and acquisitions, which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

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Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the properties that we expect to acquire or to pay the distributions currently contemplated or necessary to satisfy the requirements for REIT qualification. Our level of debt and the limitations imposed on us by these debt agreements could have significant material and adverse consequences, including the following:

• our cash flow may be insufficient to meet our required principal and interest payments;

• we may be unable to borrow additional funds as needed or on favorable terms, or at all;

• we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

• to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

• we may be forced to dispose of one or more of the properties that we expect to acquire, possibly on disadvantageous terms;

• we may default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate these debt obligations, foreclose on the properties that secure their loans and take control of the properties that we expect to acquire that secure their loans and collect rents and other property income; and

• our default under any one of our loans with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be materially and adversely affected.

Increases in interest rates could increase the amount of future payments relating to the debt we may incur in the future and may materially and adversely affect our business, financial condition, liquidity and results of operations.

We may in the future enter into credit facilities or otherwise incur additional indebtedness with variable interest rates. Therefore, increases in interest rates, if not completely and effectively hedged with financial counterparties able to perform, may increase our interest payments. In addition, if we need to repay debt during periods of rising interest rates, we may be required to incur additional indebtedness at higher rates. Increased interest payments reduce our ability to make distributions and reduce funds available to carry out our activities or pursue business opportunities.

We do not have a formal policy limiting the amount of debt we may incur. Our board of directors may change our leverage policy without stockholder approval.

Although we are not required to maintain any particular leverage ratio, the amount of leverage we may employ for particular assets will depend upon the availability of particular types of financing and our assessment of the credit, liquidity, price volatility and other risks of those assets and financing counterparties. We currently intend to limit our borrowings so that our enterprise-wide loan-to-value ratio does not exceed 65% (measured at time of incurrence). However, our charter does not limit the amount of indebtedness we can incur and our board of directors has discretion to deviate from or change our leverage policy at any time, which could result in an investment portfolio with a different risk profile than contemplated in this prospectus.

We expect that any future indebtedness may contain covenants that restrict our operations and may inhibit our ability to grow our business and increase revenues.

We expect that any future indebtedness may contain restrictions, covenants, and representations and warranties that, among other things, may require us to satisfy specified financial, asset quality, loan eligibility and loan performance tests. If we fail to meet or satisfy any of these covenants or representations and warranties, we would be in default under these agreements and our lenders could elect to declare all amounts outstanding under the agreements to be immediately due and payable, enforce their respective interests against collateral pledged under

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such agreements and restrict our ability to make additional borrowings. The covenants and restrictions we expect in any future indebtedness may restrict our ability to, among other things:

• incur or guarantee additional debt;

• make certain investments, originations or acquisitions;

• make distributions on or repurchase or redeem our capital stock;

• engage in mergers or consolidations;

• reduce liquidity below certain levels;

• grant liens;

• incur operating losses for more than a specified period; and

• enter into transactions with affiliates.

These restrictions may interfere with our ability to obtain financing, or to engage in other business activities, which may significantly limit or harm our business, financial condition, liquidity and results of operations. A default and resulting repayment acceleration could significantly reduce our liquidity, which could require us to sell our assets to repay amounts due and outstanding.

Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates.

Subject to satisfying the requirements for qualification as a REIT, we may use derivative financial instruments to provide a level of protection against interest rate fluctuation risks, but no hedging strategy can protect us completely. Hedging instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could instead have the effect of increasing our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility, currency fluctuations or that our hedging transactions will not result in losses that may reduce the overall return on your investment.

Risks Relating to Regulation

The properties that we expect to acquire will be subject to extensive regulations, which may result in significant costs and materially and adversely affect our business, financial condition, liquidity and results of operations.

The properties that we expect to acquire will be subject to various local laws and regulatory requirements. Local property regulations may restrict the use of properties we acquire and may require us to obtain approval from local authorities with respect to the properties that we expect to acquire, including prior to acquiring a property or when developing or undertaking renovations. Among other things, these restrictions may relate to the use of water and the discharge of waste water, fire and safety, seismic conditions, asbestos-cleanup or hazardous material abatement requirements. We cannot assure you that existing regulatory policies will not materially and adversely affect us or the timing or cost of any future acquisitions, developments or renovations, or that additional regulations will not be adopted that would increase such delays or result in additional costs. Our failure to obtain such regulatory approvals could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Compliance with environmental laws could materially increase our operating expenses.

There may be environmental conditions associated with properties we acquire of which we are unaware. If environmental contamination exists on properties we acquire, we could become subject to liability for the contamination. The presence of hazardous substances on a property may materially and adversely affect our ability to sell the property and we may incur substantial remediation costs. In addition, although we may in certain circumstances require in our leases that tenants operate in compliance with all applicable laws and indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we could nonetheless be subject to liability by virtue of our ownership interest and we cannot be sure that our tenants would satisfy their indemnification obligations to us. Such environmental liability exposure associated with properties we acquire could harm our business, financial condition, liquidity and results of operations.

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Compliance or failure to comply with certain rules on accessibility for disabled persons under the Norwegian Planning and Building Act, the Swedish Planning and Building Act and under the Danish Buildings Act and other similar regulations could result in substantial costs.

Under the Norwegian Planning and Building Act, the Swedish Planning and Building Act and the Danish Buildings Act (including regulations based on such acts), places of public accommodation and working buildings, including outdoor areas, must meet certain requirements related to access and use by disabled persons. Noncompliance could result in injunctions, the imposition of fines or the award of damages to injured parties. In Sweden and Denmark, relevant authorities may, at the property owner’s cost, have certain measures carried out so that the real estate complies with relevant requirements. In Norway severe cases of noncompliance may also be subject to criminal prosecution. If we are required to make unanticipated expenditures to comply with accessibility laws and regulations in relation to the properties that we expect to acquire our cash flows and the amounts available for distributions to our stockholders may be materially and adversely affected. The requirements may change, or new requirements may be imposed, that could require significant unanticipated expenditures by us that will affect our cash flows and results of operations.

Risks Related to Our Organization and Structure

The preparation of our financial statements involves use of estimates, judgments and assumptions, and our financial statements may be materially affected if our estimates prove to be inaccurate.

Financial statements prepared in accordance with U.S. GAAP require the use of estimates, judgments and assumptions that affect the reported amounts. Different estimates, judgments and assumptions reasonably could be used that would have a material effect on the financial statements, and changes in these estimates, judgments and assumptions are likely to occur from period to period in the future. We do not have extensive experience in complying with U.S. GAAP and REIT rules or with the financial statement requirements for U.S. public companies. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to determining the fair value of our assets. These estimates, judgments and assumptions are inherently uncertain and, if they prove to be inaccurate, we face the risk that charges to income will be required. In addition, because we are a newly formed entity, we have in some of these areas limited experience in making these estimates, judgments and assumptions and the risk of future charges to income may be greater than if we had more experience in these areas. Any such charges could significantly harm our business, financial condition, results of operations and the price of our securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our business, financial condition and results of operations.

We are dependent on our Manager and its key personnel for our success.

We have no separate facilities and are completely reliant on our Manager, a newly formed subsidiary of C-QUADRAT. Our executive officers will be employed by C-QUADRAT. Accordingly, we will depend to a significant extent upon the efforts, experience, diligence, skill and network of business contacts of the senior management team of our Manager; therefore, our success will depend on their continued service. The departure of any of the executive officers or key personnel of our Manager could have a material adverse effect on our performance. In addition, we offer no assurance that our Manager will remain our manager or that we will continue to have access to our Manager’s senior management team. If the management agreement is terminated and no suitable replacement manager is found to manage our operating partnership, we may not be able to execute our business plan. Moreover, our Manager is not obligated to dedicate certain of its personnel exclusively to us nor is it obligated to dedicate any specific portion of its time to our business, and none of our Manager’s personnel are contractually dedicated to our operating partnership under the management agreement.

There are conflicts of interest in our relationship with our Manager and C-QUADRAT, which could result in decisions that are not in the best interests of our stockholders.

The ability of our Manager and its investment professionals to engage in other business activities may reduce the time our Manager and its investment professionals spend managing us. However, our management agreement provides that we will be the exclusive vehicle sponsored by C-QUADRAT group that is acquiring, owning, leasing, managing and redeveloping office and industrial properties located in the Nordics. See “Risk Factors—Risks Related to Our Organization and Structure.”

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During the term of the management agreement, we will pay our Manager a management fee regardless of our performance, which may not sufficiently incentivize our Manager to generate attractive risk-adjusted returns to us.

During the term of the management agreement, our operating partnership will pay our Manager a management fee regardless of the performance of our portfolio. This fee contrasts with the special class of shares held by our Manager in our operating partnership which entitles our Manager to receive distributions only upon our achievement of targeted returns. Our Manager’s entitlement to a management fee that is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. This in turn could hurt both our ability to make distributions to our stockholders and the market price of our common stock.

It may be difficult and costly for us to terminate our Management Agreement.

The initial term of the management agreement expires on the third anniversary of the closing date of this offering, and will be automatically renewed for a one-year term each anniversary date thereafter. Our independent directors will review our Manager’s performance annually and, following the initial term, the management agreement may be terminated annually upon the affirmative vote of at least two-thirds of our independent directors, based on unsatisfactory performance by our Manager that is materially detrimental to us or a determination that the compensation payable to our Manager under the management agreement is not fair, unless our Manager agrees to compensation that at least two-thirds of our independent directors determine is fair. We must provide 180 days’ prior notice of any such termination and, unless terminated for cause, our Manager will be paid a termination fee equal to three times the average annual management fee earned by our Manager during the prior 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. In addition, if the management agreement is terminated under circumstances in which we are obligated to make a termination payment to our Manager, our operating partnership shall repurchase, concurrently with such termination, the special class of shares for an amount equal to three times the average annual amount of the Incentive Distribution paid or payable in respect of the special class of shares during the 24-month period immediately preceding such termination, calculated as of the end of the most recently completed fiscal quarter before the date of termination. The termination fee and repurchase of the special class of shares may make it more difficult for us to terminate the management agreement. These provisions may increase the effective cost to us of terminating the management agreement, thereby adversely affecting our ability to terminate our Manager without cause.

Our Manager is only contractually committed to manage our business until the third anniversary of the closing of this offering. Thereafter, the management agreement is renewable for one-year terms; provided, however, that our Manager may terminate the management agreement upon 180 days prior written notice. If the management agreement is terminated and we are unable to identify a suitable replacement to manage us, we may not be able to execute our business plan.

We may not internalize our management function in the future, and if we do, it may not be on terms that you accept.

If our stockholders equity (as defined in our management agreement) exceeds $500 million, we have agreed with our Manager that our board of directors will organize a special committee, consisting entirely of independent directors, for the purpose of engaging in discussions with our Manager relating to the possibility of internalizing our management function through the acquisition of aspects of our Manager's business. However, because our stockholders are required to approve an internalization proposal and, at this time, we cannot speculate the terms of any such proposal or whether our stockholders would accept such terms, we cannot assure you whether an internalization of our management will or will not occur. Furthermore, our stockholders could approve an internalization proposal that is not acceptable to you, and this may materially affect your investment decisions.

Our incentive distribution may induce our Manager to acquire certain assets, including speculative assets.

The special class of shares held by our Manager in our operating partnership entitles our Manager to receive distributions upon our achievement of targeted returns. In evaluating asset acquisition and other management strategies, these shares may lead our Manager to place undue emphasis on achieving results that allow our Manager to receive distributions in respect of such special shares, including through the use of leverage, at the expense of other criteria, such as preservation of capital. Although the special class of shares have been structured to align our interests with those of our Manager, this factor could potentially increase the risks we face in the operation of our business.

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Our board of directors will approve very broad investment guidelines for our Manager and will not approve each decision made by our Manager.

Our Manager will be authorized to follow very broad investment guidelines. Our board of directors will periodically review our investment guidelines and our portfolio but will not, and will not be required to, review all of our proposed investments. Our Manager will have great latitude within the broad parameters of our investment guidelines in determining the assets it may decide are proper investments for us, which could result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect our business operations and results.

We have no experience operating our business as a REIT, or as a U.S. public company and have limited experience reporting in U.S. GAAP.

We have no experience operating, and our Manager and its personnel do not have any experience managing, a publicly-traded Maryland corporation operating so as to qualify as a REIT for U.S. federal income tax purposes. The U.S. securities laws and regulations and the REIT rules and regulations are highly technical and complex and the failure to comply with these rules and regulations could force us to pay additional taxes, interest or penalties. The inexperience of our Manager and its personnel with respect to managing a public Maryland corporation operating so as to qualify as a REIT may hinder its ability to achieve our objectives or result in our failure to comply with applicable regulatory requirements under U.S. federal income tax law or payment of additional taxes and penalties, which could be significant in amount. As a result, we cannot assure you that we will be able to successfully maintain our compliance with applicable regulations.

Additionally, we do not have extensive experience in complying with U.S. GAAP or with the financial statement requirements for U.S. public companies. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to determining the fair value of our assets. These estimates, judgments and assumptions are inherently uncertain and, if they prove to be wrong, adverse charges to income could be required.

Certain provisions of Maryland law could inhibit changes in control.

Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock. We are subject to the “business combination” provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, statutory share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of our then outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between us and an interested stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding shares of our voting stock and (ii) two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if, among other conditions, our common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our board of directors has by resolution exempted business combinations between us and any other person. Our bylaws provide that this resolution or any other resolution of our board of directors exempting any business combination from the business combination provisions of the MGCL may only be revoked, altered or amended, and our board of directors may only adopt any resolution inconsistent with any such resolution (including an amendment to that bylaw provision), with the affirmative vote of our board of directors. As a result, any person may be able to enter into business combinations with us that may not be in the best interests of our stockholders, without compliance with the 5-year moratorium and

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other provisions of the statute. We cannot assure you that our board of directors will not alter or repeal this resolution in the future. An alteration or repeal of the resolution described above will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

The “control share” provisions of the MGCL provide that, subject to certain exceptions, a holder of “control shares” of a Maryland corporation (defined as shares which, when aggregated with all other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquiror of control shares, our officers and our personnel who are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. This bylaw provision may be amended only by our board of directors.

The “unsolicited takeover” provisions of Title 3, Subtitle 8 of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, some of which (for example, a classified board) we do not yet have. Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL, pursuant to which our board of directors has the exclusive power to fill vacancies on our board of directors. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide the holders of shares of common stock with the opportunity to realize a premium over the then current market price. See “Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Business Combinations,” “—Control Share Acquisitions” and “—Subtitle 8.”

Our authorized but unissued shares of common and preferred stock may prevent a change in our control.

Our charter permits our board of directors to authorize us to issue additional shares of our authorized but unissued common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have the authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the terms of the classified or reclassified shares. As a result, our board of directors may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

The duties of our directors to us and the duties of our GP subsidiary as the sole manager of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders.

Our directors have duties to our company under applicable Maryland law in connection with their oversight of our business. At the same time, our wholly owned GP subsidiary will serve as the sole manager of our operating partnership, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) which will be organized under the laws of the Grand Duchy of Luxembourg prior to the closing of this offering. In executing its mandate as sole manager of our operating partnership, our GP subsidiary is required under the applicable laws of Luxembourg to act in the best interests of the operating partnership with the loyalty, care and diligence which an ordinarily prudent person would in its position. The duties of our directors to us under Maryland law may come into conflict with the duties of our GP subsidiary to our operating partnership under Luxembourg law, which may impede business decisions being taken that could benefit our stockholders.

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Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.

Our charter eliminates the liability of our present and former directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under Maryland law, our present and former directors and officers will not have any liability to us or our stockholders for money damages other than liability resulting from:

• actual receipt of an improper benefit or profit in money, property or services; or

• active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.

Our charter authorizes us to indemnify our directors and officers for actions taken by them in those and other capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each present and former director or officer, and each person who served any predecessor of our company in a similar capacity, to the maximum extent permitted by Maryland law, in connection with the defense of any proceeding to which he or she is made, or threatened to be made, a party or a witness by reason of his or her service to us. In addition, we may be obligated to pay or reimburse the expenses incurred by such persons in connection with any such proceedings without requiring a preliminary determination of their ultimate entitlement to indemnification. See “Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Indemnification and Limitation of Directors’ and Officers’ Liability.”

You may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited.

Our operating partnership will be incorporated in Luxembourg, some of the members of our board of directors and our Manager’s senior management team reside in Norway, and substantially all of our assets and some or all of the assets of such persons are or will be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or entities or to enforce against them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Even if you are successful in bringing an action of this kind, the laws of Luxembourg, Norway, Sweden and/or Denmark may render you unable to enforce a judgment against our assets or the assets of our directors and officers located in those jurisdictions. For more information regarding the relevant laws of these jurisdictions, see “Enforcement of Civil Liabilities.”

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.

Our charter provides that, subject to the rights of holders of any series of preferred stock, a director may be removed with or without cause upon the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and replacing directors and may prevent a change in control of our company that is in the best interests of our stockholders.

Ownership limitations may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.

In order for us to qualify as a REIT under the Code, shares of our stock must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our stock may be owned, directly or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). To assist us in preserving our REIT qualification, among other purposes, our charter generally prohibits any person from directly or indirectly owning more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, of the outstanding shares of any class or series of our preferred stock and of the outstanding shares of our capital stock. These ownership limits and other restrictions could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.

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We expect to become subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared.

Following this offering, we will become subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act. Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting and, after we are no longer an “emerging growth company” for purposes of the JOBS Act, our independent registered public accounting firm to express an opinion on the effectiveness of our internal controls over financial reporting. To the extent applicable, these reporting and other obligations place or will place significant demands on our management, administrative, operational, internal audit and accounting resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems; implement additional financial and management controls, reporting systems and procedures; expand or outsource our internal audit function; and hire additional accounting, internal audit and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. We expect to have in place accounting, internal audit and other management systems and resources that will allow us to maintain compliance with the requirements of the Sarbanes-Oxley Act either at the time of the completion of this offering or at the end of any phase-in periods following the completion of this offering permitted by the NASDAQ Global Market, the SEC, and the JOBS Act. Any failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.

Pursuant to the recently enacted JOBS Act, we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies for so long as we are an “emerging growth company.”

We are an “emerging growth company” as defined in the JOBS Act and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” if we have more than $1 billion in annual gross revenues, we have more than $700 million in market value of our common stock held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period. If we do take advantage of any or all of these exemptions, we do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and our stock price may be more volatile.

We plan to operate our business so that we are not required to register as an investment company under the Investment Company Act.

We intend to engage primarily in the business of investing in real estate and we do not intend to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. If our primary business were to change in a manner that would require us register as an investment company under the Investment Company Act, we would have to comply with substantial regulation under the Investment Company Act which could restrict the manner in which we operate and finance our business and could materially and adversely affect our business operations and results.

Risks Related to Our Common Stock

We set the initial public offering price of our shares of common stock arbitrarily and such price may not accurately reflect the value of our assets or our expected operating income.

We established the initial offering price of our shares of common stock on an arbitrary basis. This price bears no relationship to our book or asset values or to any other established criteria for valuing shares. Because the initial offering price is not based upon any valuation (independent or otherwise), the trading price of our shares of common stock on the NASDAQ Global Market following the completion of this offering could be lower or higher than the initial public offering price.

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There is no public market for our common stock and a market may never develop which could cause our common stock to trade at a discount and make it difficult for holders of our common stock to sell their shares.

Shares of our common stock are newly-issued securities for which there is no established trading market. Our common stock has been approved for listing on the NASDAQ Global Market. However, there can be no assurance that an active trading market for our common stock will develop, or if one develops, be maintained. Accordingly, no assurance can be given as to the ability of our stockholders to sell their common stock or the price that our stockholders may obtain for their common stock.

Some of the factors that could negatively affect the market price of our common stock include:

• our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;

• fluctuations in the values of the Norwegian Krone, Swedish Krona and the Danish Krone against the U.S. dollar that impact our financial performance;

• actual or perceived conflicts of interest with individuals, including our Manager’s senior management team;

• our ability to acquire our target assets on preferable terms or at all;

• equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;

• actual or anticipated accounting problems;

• publication of research reports about us or the real estate industry in the Nordics;

• changes in market valuations of similar companies;

• adverse market reaction to any increased indebtedness we may incur in the future;

• interest rate changes;

• additions to or departures of our Manager’s senior management team;

• speculation in the press or investment community;

• our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

• changes in governmental policies, regulations or laws;

• failure to qualify, or maintain our qualification, as a REIT;

• inability to pass through to our stockholders any tax credits with respect to our payment of local taxes in jurisdictions where our real property investments are located or non-U.S. withholding taxes imposed on the repatriation of earnings of a non-U.S. subsidiary;

• price and volume fluctuations in the stock market generally; and

• market and economic conditions generally, including the current state of the credit and capital markets and the market and economic conditions in the Nordics.

Market factors unrelated to our performance could also negatively impact the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in capital markets can affect the market value of our common stock.

In addition, we may in the future apply for approval for the secondary listing of our shares of common stock on the NASDAQ OMX Stockholm. Trading of our shares of common stock on the NASDAQ OMX Stockholm requires prior approval of a Swedish prospectus by Sweden's financial supervisory authority, or the Swedish FSA. There can be no assurance that we will apply to obtain a secondary listing. If we elect to apply for a secondary listing, no assurance can be given relating to the timing, conditions or ultimate success of such approval. Further, if an approval is obtained, there can be no assurance that an active trading market for our shares of common stock will

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develop on the NASDAQ OMX Stockholm, or if one develops, be maintained. Accordingly, no assurance can be given that our stockholders will be able to sell their shares of common stock on the NASDAQ OMX Stockholm or the price that our stockholders may obtain for their common stock on the NASDAQ OMX Stockholm if we obtain a secondary listing.

Common stock and preferred stock eligible for future sale may have material and adverse effects on our share price.

Subject to applicable law, our board of directors, without stockholder approval, may authorize us to issue additional authorized and unissued shares of common stock and preferred stock on the terms and for the consideration it deems appropriate. In addition, upon completion of this offering, C-QUADRAT will own a total of $3.0 million of shares of our common stock or OP shares representing approximately 3.72% of our total outstanding shares of common stock on a fully diluted basis, and our Manager’s senior management team and our directors will receive an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units). See “Nordic Operating Partnership S.C.A. Articles of Association—Redemption of OP Shares.”

We will bear the expenses incident to these registration requirements except that we will not bear the costs of (i) any underwriting fees, discounts or commissions, (ii) out-of-pocket expenses of the persons exercising the registration rights or (iii) transfer taxes.

There will be 250,000 shares of common stock available for future issuance and sale under our Equity Incentive Plan following this offering. In connection with stock splits, dividends, recapitalizations and certain other events, our board will make equitable adjustments that it deems appropriate in the aggregate number of shares of our common stock that may be issued under Equity Incentive Plan and the terms of outstanding awards. The sale of awards under our Equity Incentive Plan will dilute the ownership interests of our existing stockholders and may depress the trading price of our common stock.

We cannot predict the effect, if any, of future sales of our common stock or the availability of shares for future sales, on the market price of our common stock. Sales of substantial amounts of common stock or the perception that such sales could occur may materially and adversely affect the prevailing market price for our common stock.

We cannot assure you of our ability to make distributions in the future. We may be required to borrow funds to make distributions.

We intend to make regular quarterly distributions to our stockholders and holders of OP shares. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. We generally intend over time to distribute a minimum of 100% of our taxable income so as to satisfy the requirements for qualification as a REIT and avoid the payment of corporate level U.S. federal income taxes on our undistributed income. However, we cannot assure you that distributions will be made or sustained. Any distributions we make will be at the direction of our board of directors and will depend upon a number of factors, including our actual results of operations, economic conditions and other factors that could differ materially from our current expectations. See “Distribution Policy.”

Our charter permits us to pay distributions from any source and, as a result, the amount of distributions paid at any time may not reflect the performance of our properties or as cash flow from operations.

Our organizational documents permit us to make distributions from any source. To the extent that our cash available for distribution is insufficient to cover our distributions, we expect to use the proceeds from this offering, the proceeds from the issuance of securities in the future, the proceeds from borrowings or other sources to pay distributions. It is possible that in our initial years of operation, any distributions declared will be paid from our offering proceeds, which would constitute a return of capital to our stockholders. If we fund distributions from borrowings, sales of properties or the net proceeds from this offering, we will have fewer funds available for the acquisition of additional properties resulting in potentially fewer investments, less diversification of our portfolio and a reduced overall return to our stockholders. In addition, the value of our shares of common stock may be diluted because funds that would otherwise be available to make investments would be diverted to fund distributions.

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The market price of our common stock could be materially and adversely affected by our level of cash distributions.

The market value of the equity securities of a REIT is based primarily upon the market’s perception of our growth potential and its current and potential future cash distributions, whether from operations, sales or re-financings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would materially and adversely affect the market price of our common stock.

Future offerings of debt or preferred equity securities, which may rank senior to our common stock, may materially and adversely affect the market price of our common stock.

If we decide to issue debt securities in the future, which would rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any preferred equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or preferred equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

Risks Related to Our Taxation as a REIT

Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.

We have been organized and we intend to operate in a manner that will enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2016. We have not requested and do not intend to request a ruling from the Internal Revenue Service, or the Service, that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions and the regulations promulgated by the U.S. Treasury Department, or the Treasury Regulations, promulgated thereunder for which there are limited judicial and administrative interpretations. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like us, holds its assets through entities treated as partnerships for U.S. federal income tax purposes and conducts substantially all of its activities in currencies other than the U.S. dollar. In addition, the fact that we are a U.S. REIT making all of our investments through non-U.S. subsidiary entities and in currencies other than the U.S. dollar may subject us to novel issues and interpretations of the various REIT requirements, including those discussed below under “—Currency fluctuations could adversely impact our ability to satisfy the REIT requirements” and “—If Nordic Operating Partnership S.C.A. is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.”

To qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding stock, and the amount of our distributions. Our ability to satisfy these asset tests depends upon the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to qualify as a REIT. Thus, while we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. These considerations also might restrict the types of assets that we can acquire in the future.

If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to our stockholders would not be deductible by us in

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determining our taxable income. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes. Our payment of income tax would reduce significantly the amount of cash available for distribution to our stockholders. Furthermore, if we fail to qualify as a REIT, we no longer would be required to distribute substantially all of our net taxable income to our stockholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to qualify as a REIT until the fifth calendar year following the year in which we failed to qualify.

The REIT distribution requirements could adversely affect our ability to execute our business plan, require us to borrow funds during unfavorable market conditions or subject us to tax, which would reduce the cash available for distribution to our stockholders.

In order to qualify as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax.

In addition, our taxable income may exceed our net income as determined by GAAP because, for example, realized capital losses will be deducted in determining our GAAP net income, but may not be deductible in computing our taxable income. As a further example, due to our investments in real property located outside of the United States, we may enter into hedging transactions to manage our risk with respect to local currency fluctuations. If we were to recognize ordinary income with respect to such a hedging transaction and a capital loss on the sale of such real property, we would be required to make a distribution although we may not have realized an overall economic gain. Similarly, we may recognize foreign currency gain as described in “—Currency fluctuations could adversely impact our ability to satisfy the REIT requirements,” which would be characterized as ordinary income. If we realized capital losses in the same taxable year as such distribution, such losses would not offset the gain we recognize from such distribution, and our net taxable income could exceed our overall economic gain during such taxable year. In addition, we may incur nondeductible capital expenditures or be required to make debt or amortization payments. As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and we may incur U.S. federal income tax and the 4% nondeductible excise tax on that income if we do not distribute such income to stockholders in that year. In that event, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or, to the extent possible, make a taxable distribution of our stock in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge interest rate and currency risks will generally be excluded from gross income for purposes of the 75% and 95% gross income tests if: (i) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (C) hedges a position entered into pursuant to clause (A) or (B) after the extinguishment of such liability or disposition of the asset producing such income; and (ii) such instrument is properly identified under applicable Treasury Regulations. See “Material U.S. Federal Income Tax Considerations—Taxation of the Company—Gross Income Tests—Hedging Transactions.” Any income recognized by us from other hedges would generally constitute non-qualifying income for purposes of both the 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS, which could increase the cost of such hedging activities, or else be subject to greater risks associated with interest rate or other changes than we would otherwise incur.

Currency fluctuations could adversely impact our ability to satisfy the REIT requirements.

We expect that substantially all of our operating income and expense will be denominated in the foreign currencies in which our assets are located. Accordingly, our operating partnership will hold various foreign currencies

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at any given time and may enter into foreign currency hedging transactions. The U.S. federal income tax rules regarding foreign currency transactions could adversely impact our compliance with the REIT requirements. For example, changes in the U.S. dollar value of the currencies of our operations will impact the determination of our gross income from such operations for U.S. federal income tax purposes. Variations in such currency values could therefore adversely affect our ability to satisfy the REIT gross income tests. In addition, foreign currency held by our operating partnership could adversely affect our ability to satisfy the REIT asset tests to the extent our operating partnership holds foreign currency on its balance sheet other than its functional currency or otherwise holds any foreign currency that is not held in the normal course of the activities of our operating partnership which give rise to qualifying income under the 95% or 75% gross income tests or are directly related to acquiring or holding qualifying assets under the 75% asset test.

If any of our activities do not comply with the applicable REIT requirements, the U.S. federal income tax rules applicable to foreign currencies could magnify the adverse impact of such activities on our REIT compliance. For example, if we receive a distribution from our operating partnership that is attributable to operations within a particular foreign jurisdiction, we could recognize foreign currency gain or loss based on the fluctuation in the U.S. dollar value of the local currency of such jurisdiction between the time that the underlying income was recognized and the time of such distribution. Provided that the segment of our operating partnership’s business to which such distribution is attributable satisfies certain of the REIT income and asset tests on a standalone basis, any foreign currency gain resulting from such distribution will be excluded for purposes of the REIT gross income tests. However, if such segment did not satisfy the applicable REIT income and asset tests on a standalone basis, any currency gain resulting from such distribution may be non-qualifying income for purposes of the REIT gross income tests, which would adversely affect our ability to satisfy such tests. As another example, foreign currency gain attributable to our holding of certain obligations, including currency hedges of such obligations, will be excluded for purposes of the 95% gross income test, but not the 75% gross income test. However, if such gains are attributable to cash awaiting distribution or reinvestment, such gains may be non-qualifying income under the 75% and 95% gross income tests. See “Material U.S. Federal Income Tax Considerations—Taxation of the Company—Gross Income Tests.” Furthermore, the impact of currency fluctuations on our compliance with the REIT requirements could be difficult to predict.

The U.S. federal income tax rules regarding foreign currency transactions are complex, in certain respects uncertain, and limited authority is available regarding the application of such rules. As a result, there can be no assurance that the Service will not challenge the manner in which we apply such rules to our operations. Any successful challenge could increase the amount which we are required to distribute to our stockholders in order to qualify as a REIT or otherwise adversely impact our compliance with the REIT requirements.

Complying with REIT requirements may cause us to forego otherwise attractive business opportunities or liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually. In addition, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our total assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans, certain kinds of mortgage-backed securities and certain securities issued by other REITs. The remainder of our investment in securities (other than government securities, securities of corporations that are treated as TRSs, and qualified REIT real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% (20% for taxable years beginning after December 31, 2017) of the value of our total securities can be represented by securities of one or more TRSs, and, the aggregate value of debt instruments issued by public REITs held by us that are not otherwise secured by real property may not exceed 25% of the value of our total assets. See “Material U.S. Federal Income Tax Considerations—Taxation of the Company—Asset Tests.” If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.

To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forego investments that we otherwise would make. Furthermore, we may be required to liquidate from our portfolio otherwise attractive investments. In addition, we may be required to make distributions

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to stockholders at disadvantageous times or when we do not have funds readily available for distribution. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. Thus, compliance with the REIT requirements may hinder our investment performance.

If Nordic Operating Partnership S.C.A. is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.

We plan to conduct substantially all of our business through our operating partnership subsidiary, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) formed under the laws of the Grand Duchy of Luxembourg, and its subsidiaries. Nordic Operating Partnership S.C.A. is not a per se corporation under Section 301.7701-2(b) of the Treasury Regulations and will file an entity classification election under Section 301.7701-3 of the Treasury Regulations to be treated as a partnership for U.S. federal income tax purposes. Based on the foregoing, we believe Nordic Operating Partnership S.C.A. will be treated as a partnership for U.S. federal income tax purposes. Assuming that it qualifies as a partnership for U.S. federal income tax purposes, Nordic Operating Partnership S.C.A. will not be subject to U.S. federal income tax on its income. Instead, each of its holders, including us, will be allocated its share of our operating partnership’s income. No assurance can be provided, however, that the Service will not challenge Nordic Operating Partnership S.C.A.’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the Service were successful in treating Nordic Operating Partnership S.C.A. as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, therefore, cease to qualify as a REIT and we would become subject to U.S. federal, state and local income tax on our net income. Our payment of U.S. federal income tax would reduce significantly the amount of cash available to make distributions to our stockholders.

Even if we qualify as a REIT, we may be subject to tax (including foreign taxes for which we will not be permitted to pass-through any foreign tax credit to our stockholders), which would reduce the amount of cash available for distributions to our stockholders.

Even if we qualify as a REIT, we may be subject to U.S. federal, state, local, and foreign taxes, including alternative minimum taxes, and state, local or foreign income, franchise, property and transfer taxes. For example, we intend to make investments solely in real properties located outside the United States through foreign entities, including Nordic Operating Partnership S.C.A. Such entities may be subject to local income and property taxes in the jurisdiction in which they are organized or where their assets are located. In addition, in certain circumstances, we may be subject to non-U.S. withholding tax on repatriation of earnings from such non-U.S. entities. To the extent we are required to pay any such taxes we will not be able to pass through to our stockholders any tax credit with respect to our payment of any such taxes.

Ordinary income (net of allowable deductions) derived by a Norwegian, Danish and a Swedish company is taxable at a current rate of 25%, 23.5% and 22%, respectively. In permitted circumstances, we expect our total ordinary income to be reduced by interest charges, depreciation, general and administrative costs and certain maintenance expenses and amortization of capital expenditures. We may maintain leverage levels higher than we otherwise would in part in order to reduce our income tax expense, or in the event we reduce our leverage, we may be subject to additional Norwegian tax, Danish or Swedish tax. To the extent we are required to pay any such foreign taxes, we will not be able to pass-through to our stockholders any tax credit with respect to our payment of such taxes.

To the extent we distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our undistributed income and will incur a 4% non-deductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under the Code. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. Furthermore, we may hold some of our assets through TRSs. Any TRS or other taxable corporation in which we own an interest could be (A) (i) subject to U.S. federal, state and local income taxes at regular corporate rates if such entities are formed as domestic entities or (ii) generate income from U.S. sources or activities connected with the United States if such entities are formed as foreign entities, and (B) will be subject to any applicable foreign taxes. Any of these taxes would decrease the amount available for distribution to our stockholders.

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The tax on prohibited transactions could limit our ability to engage in certain transactions or subject us to a 100% penalty tax.

We will be subject to a 100% tax on any income from a prohibited transaction. “Prohibited transactions” generally include sales or other dispositions of property (other than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass-through subsidiaries. Although we do not intend to hold a significant amount of assets as inventory or primarily for sale to customers in the ordinary course of our business, the characterization of an asset sale as a prohibited transaction depends on the particular facts and circumstances. The Code provides a safe harbor that, if met, allows a REIT to avoid being treated as engaged in a prohibited transaction. It is likely that we may sell certain properties that have not met all of the requirements of such safe harbor if we believe the transaction would not be a prohibited transaction based on a facts and circumstances analysis. If the Service were to successfully argue that such a sale was in fact a prohibited transaction, we would be subject to a 100% penalty tax with respect to such sale.

The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that the board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if the board determines that it is no longer in our best interest to attempt to, or continue to, qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our common stock.

The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates and therefore may be subject to a 39.6% maximum U.S. federal income tax rate on ordinary income when paid to such stockholders. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of our common stock.

Non-U.S. stockholders will generally be subject to withholding tax with respect to our dividends.

Non-U.S. stockholders (as defined in “Material U.S. Federal Income Tax Considerations”) will generally be subject to U.S. federal withholding tax on dividends received from us at a 30% rate, subject to reduction under an applicable treaty or a statutory exemption under the Code. Although such withholding taxes may be creditable in such non-U.S. stockholder’s resident jurisdiction, for many such non-U.S. stockholders, investment in a REIT that invests principally in non-U.S. real property may not be the most tax-efficient way to invest in such assets compared to a direct investment in such assets which would generally not subject such non-U.S. stockholders to U.S. withholding taxes.

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.

At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.

Your investment has various tax risks.

Although provisions of the Code generally relevant to an investment in shares of our common stock are described in “Material U.S. Federal Income Tax Considerations,” you should consult your tax advisor concerning the effects of U.S. federal, state, local and foreign tax laws to you with regard to an investment in our common stock.

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FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking:

• our ability to operate our business successfully, find suitable investments, or generate sufficient revenue to make or sustain distributions to our stockholders;

• use of the proceeds of this offering;

• market trends in our industry, interest rates, the regional property market in the Nordics and the global economy in general;

• our business and investment strategy;

• competition from other acquirers or managers of real estate in the Nordics;

• our financial performance or results of operations;

• our expected use of leverage;

• actions, initiatives and the financial stability of the Nordic governments;

• economic conditions in the Nordics and globally;

• our ability to obtain and maintain financing arrangements on favorable terms or at all;

• general volatility of the real estate market;

• changes in the value of the assets we acquire;

• our investment and underwriting process;

• our ability to repay or refinance any debt we may incur in the future as it becomes due;

• changes in interest rates and the market value of our target assets;

• tenant defaults or decreased recovery rates from our tenants;

• the degree to which our hedging strategies may or may not protect us from interest rate and currency volatility;

• impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters on our financial performance;

• our ability to qualify, and maintain our qualification, as a REIT for U.S. federal income tax purposes;

• availability of qualified personnel;

• estimates relating to our ability to make distributions to our stockholders in the future; and

• our understanding of our competition.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described in this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $68.0 million, or approximately $78.4 million if the underwriters’ overallotment option is exercised in full, after deducting the underwriting discount and estimated offering expenses.

In addition, we expect to complete a private placement in which we will sell $3.0 million of shares of our common stock or shares in our operating partnership to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00 and without the payment of any underwriting discount, resulting in aggregate net proceeds of $71.0 million (or $81.4 million if the underwriters exercise their overallotment option in full). We intend to use the net proceeds of this offering and the $3.0 million in proceeds from the concurrent private placement primarily for future acquisitions of real properties in the Nordics. In connection with any acquisition, we may also assume or arrange mortgage or other financing, as discussed under “Prospectus Summary—Our Financing Strategy.” Pending application of these net proceeds, we intend to invest these net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT.

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DISTRIBUTION POLICY

We intend to make regular quarterly distributions to our stockholders and holders of OP shares. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income.

We generally intend over time to distribute a minimum of 100% of our taxable income so as to satisfy the requirements for qualification as a REIT and avoid the payment of corporate level U.S. federal income taxes on our undistributed income. However, we cannot assure you that distributions will be made or sustained. Any distributions we make will be at the direction of our board of directors and will depend upon a number of factors, including our actual results of operations, economic conditions and other factors that could differ materially from our current expectations.

Our organizational documents permit us to make distributions from any source. If our cash available for distribution is insufficient to cover our distributions, we expect to use the proceeds from this offering, the proceeds from the issuance of securities in the future, the proceeds from borrowings or other sources to pay distributions. During our initial years of operation, certain of our distributions declared may be paid from our offering proceeds, which would constitute a return of capital to our stockholders.

We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although a portion of the distributions may be designated by us as qualified dividend income or capital gain or may constitute a return of capital. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain. For more information, see “Material U.S. Federal Income Tax Considerations—Taxation of Stockholders—Taxation of Taxable U.S. Stockholders.”

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CAPITALIZATION

The following table presents (1) our actual capitalization as of September 30, 2015 and (2) our capitalization as adjusted to reflect the effects of (A) the sale of our common stock in this offering at an assumed offering price of $15.00 per share after deducting the underwriting discount and estimated organizational and offering expenses payable by us and (B) the sale of $3.0 million of shares of our common stock or shares in our operating partnership to C-QUADRAT at a price per share equal to the initial public offering price, which we expect to be $15.00 and without the payment of any underwriting discount, excluding the underwriters’ overallotment option. You should read this table in conjunction with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of                , 2015
	Actual		As adjusted
	(In thousands, except share and per share data)
Cash	$	1,000	$	70,981,000
Stockholders’ equity:
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 100 shares issued and outstanding, actual; 5,200,100 shares issued and outstanding, as adjusted(1)		—		52,001
Preferred Stock, par value $0.01 per share, 50,000,000 shares authorized, none issued and outstanding, pro forma		—		—
Additional paid in capital		—		70,928,999
Owners’ Equity
Total stockholders’ equity	$	1,000	$	70,981,000
Total capitalization	$	1,000	$	70,981,000

(1) Includes (i) 5,000,000 shares of common stock to be issued in this offering, (ii) an aggregate of 200,000 shares of our common stock or OP shares that we will sell to C-QUADRAT in the concurrent private placement, and (iii) 100 shares of our common stock issued as part of our initial capitalization. Does not include (i) OP shares owned by us, (ii) up to 750,000 shares of common stock that may be issued by us upon exercise of the underwriters’ overallotment option, and (iii) an aggregate of up to 425,000 shares of restricted common stock, OP shares or LTIP or related units in our operating partnership reserved for future issuance and sale under our Equity Incentive Plan, including an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units) that our Manager’s senior management team and our directors will receive in connection with the completion of this offering. See “Nordic Operating Partnership S.C.A. Articles of Association—Redemption of OP Shares.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a recently formed Maryland corporation that intends to focus on the acquisition, ownership, leasing, management and redevelopment of office and industrial properties located in the Nordics. Our business will be led by Bjarne Eggesbø, who serves as the chief executive officer of our company. Our Company's senior executive officers on average have more than 22 years of investment management experience. Mr. Eggesbø will be supported in his efforts by members of our Manager’s highly experienced real estate industry senior management team and other members of our Manager’s full time professional and administrative staff. Our Manager is a newly formed subsidiary of C-QUADRAT, a European investment management firm with approximately $6 billion of assets under management as of September 30, 2015.

Our primary business objectives are to create cash flow from operations, achieve sustainable long-term growth and provide attractive risk-adjusted returns to our stockholders through stable distributions and capital appreciation.

We plan to aggressively pursue our growth strategy through the acquisition of office and industrial properties in the Nordics. We plan to typically target acquisitions in the $20 million to $40 million range.

Our operating partnership will be externally managed by our Manager, a newly formed subsidiary of C-QUADRAT.

We have been organized and we intend to elect, and to operate our business so as to qualify, to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our taxable income to the extent that we annually distribute all of our taxable income to stockholders. Our wholly-owned GP subsidiary will serve as the sole manager of, and we will operate our business through, our operating partnership subsidiary, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) which will be organized under the laws of the Grand Duchy of Luxembourg upon closing of this offering, as well as other subsidiaries.

Factors Impacting Our Operating Results

We expect that our results of operations will be affected by a number of factors and will primarily depend on the rental revenue we receive from the properties that we expect to acquire, the impact and timing of lease expirations, general market conditions and the competitive environment in the Nordics, the expenses associated with operating our business and our ability to qualify as a REIT.

Rental Revenue

We expect to receive income primarily from rental revenue generated by the properties that we expect to acquire. The amount of rental revenue will depend upon a number of factors, including:

• our ability to maintain occupancy rates at the properties that we expect to acquire;

• our ability to maintain or increase rental rates at the properties that we expect to acquire;

• our ability to lease currently available space and space available from lease terminations;

• amounts of gross leasable area, which may vary as a result of the acquisition or development of new properties and the disposition or expansion of existing properties; and

• rent collection, which primarily relates to each of our future tenant’s financial condition and ability to make rent payments to us on time.

We expect that the properties that we expect to acquire will be primarily located in the Nordics. Future economic downturns or regional downturns in the Nordics that impair our ability to renew or re-lease space and the ability of our tenants to fulfill their lease commitments could materially and adversely affect our ability to maintain or increase rental rates at these properties.

Lease Expirations

Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets and by the desirability of our individual properties.

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Conditions in Our Markets

Positive or negative changes in economic or other conditions, adverse weather conditions and natural disasters in the Norwegian, Danish or Swedish markets may affect our overall financial performance.

Competitive Environment

We will compete for tenants and property acquisitions with a number of owners, developers and operators of office and industrial real estate in the Nordics, many of which own properties similar to ours in the markets in which the properties that we expect to acquire are located. In the future, competition from others may diminish our opportunities to acquire a desired property on favorable terms or at all. In addition, competition may affect the occupancy and rental rates of these properties and thus our financial results, and we may be pressured to reduce our rental rates to below those which we expect to charge or to offer substantial rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options in order to retain tenants when our tenants’ leases expire.

Operating Expenses

Our operating expenses will generally consist of management fees, maintenance and repairs, real estate taxes, property management fees, insurance, electricity and other miscellaneous operating expenses. While the structure of our leases may vary depending on the type and location of the property, we will generally seek to structure our leases so that the tenant typically is responsible for utilities, maintenance and repair of the internal components of the premises throughout the lease term, while we are responsible for insurance and external and structural maintenance of the property, including facade, elevators, HVAC and roof maintenance. We currently estimate that our initial annual administrative expense will be approximately $2.45 million. We will also pay fees to our Manager and incur general and administrative expenses, including legal, accounting and other expenses related to corporate governance, public reporting and compliance with the various provisions of U.S. securities laws. Increases or decreases in such operating expenses will impact our overall financial performance.

Foreign Currency Exchange Rates

We expect that substantially all of our future leases will be denominated in the local currency of the nation in which the underlying property is located. A significant portion of our operating expenses will be transacted in local currency. We plan to report our results of operations and consolidated financial information in U.S. dollars. Our operating partnership will pay distributions in local currencies or U.S. dollars, and we will pay distributions to our stockholders in U.S. dollars. Accordingly, our operating partnership will hold various foreign currencies at any given time and may enter into foreign currency hedging transactions. As a result, our results of operations as reported in U.S. dollars and our distributions to our stockholders will be impacted by fluctuations in the value of the local currencies in which we conduct our real property business or that are held or acquired for distribution to holders of OP shares against the U.S. dollar. For example, assuming we do not hedge such foreign currency exposure, a decrease in the values of the Norwegian Krone, Danish Krone or the Swedish Krona relative to the U.S. dollar would cause our results of operations and our distributions to our stockholders as expressed in U.S. dollars to decrease. Conversely, an increase in the values of the Norwegian Krone, Danish Krone or the Swedish Krona relative to the U.S. dollar would cause our results of operations and our distributions to our stockholders as expressed in U.S. dollars to increase.

The following table sets forth, for the periods indicated, the average exchange rates to the U.S. dollar as published by Bloomberg London for the Norwegian Krone, the Swedish Krona and the Danish Krone.

	Average Exchange Rates
	Norwegian Krone		Swedish Krona		Danish Krone
Year Ended December 31, 2011		5.6063		6.4931		5.3579
Year Ended December 31, 2012		5.8192		6.7734		5.7927
Year Ended December 31, 2013		5.8800		6.5145		5.6168
Year Ended December 31, 2014		6.3083		6.8665		5.6206
Year Ended December 31, 2015		8.0712		8.4343		6.7242
Five Years Ended December 31, 2015		6.3376		7.0168		5.8226
Six Months Ended June 30, 2015		7.7562		8.3750		6.6837
Nine Months Ended September 30, 2015		7.9136		8.4123		6.6933

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The following graphs also set forth, for the periods indicated, the average exchange rates to the U.S. dollar as published by Bloomberg London for the Norwegian Krone, the Swedish Krona and the Danish Krone.

 

 

 

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Hedging

In an effort to mitigate the risk of fluctuations in foreign currency exchange rates, we, our operating partnership and any subsidiaries, will actively manage our revenues and expenses so that we incur a significant portion of our expenses, including our operating costs and borrowings, in the same local currencies in which we receive our revenues. In addition, subject to satisfying the requirements for qualification as a REIT, we may engage in various hedging strategies, which may include currency futures, swaps, forwards and options. We expect that these strategies and instruments, if implemented, may allow us to reduce, but not eliminate, the risk of fluctuations in foreign currency exchange rates.

We also plan, subject to satisfying the requirements for qualification as a REIT, to manage interest rate risk related to our borrowings through the use of interest rate swaps, interest rate caps or other financial instruments. An interest rate swap is a contractual agreement entered into by two counterparties under which each agrees to make periodic payments to the other for an agreed period of time based on a notional amount of principal. We expect that we will primarily utilize interest rate swaps. We expect that our interest rate swaps will typically be floating-to-fixed interest rate swaps, under which we will agree to pay a series of fixed interest rate payments on notional amount in exchange for a series of floating, or variable rate payments, effectively fixing our interest rate on that amount of principal of our variable rate debt. The market values of floating-to-fixed interest rate swaps will depend heavily on the current market fixed rate, the corresponding term structures of variable rates and the expectation of changes in future variable rates. As expectations of future variable rates increase, the market values of the swaps increase. Other than for tax purposes, we will treat the swaps as non-hedge instruments and, accordingly, recognize the fair value of the swaps as assets or liabilities on our balance sheet, with the change in fair value recognized in our income statement. We expect our hedging strategies and instruments will allow us to reduce, but not eliminate, interest rate risk.

Currency Translation

All or a significant portion of our revenues and expenses are transacted in local currencies. We report our results of operations and consolidated financial information in U.S. dollars. Accordingly, we translate amounts denominated in local currencies into U.S. dollars for financial reporting purposes. Assets and liabilities are translated at the prevailing exchange rate on the balance sheet date. Items included in our consolidated income statement are translated at the average exchange rate for the applicable period.

Real Estate Taxes

We will pay real estate taxes relating to the properties that we expect to acquire based on the assessed value of these properties as determined by the local municipality in which the property is located. The value of each of the properties that we expect to acquire may be reassessed from time to time, which may decrease or increase the amount of our real estate taxes. Under certain types of lease agreements, the tenant is responsible for the payment of real estate taxes relating to the leased property.

Local Tax Considerations

Ordinary income (net of allowable deductions) derived by a Norwegian company, Danish company and a Swedish company is taxable at a current rate of 25%, 23.5% and 22%, respectively. In permitted circumstances, we expect our total ordinary income to be reduced for interest charges, depreciation, general and administrative costs and certain maintenance expenses and capital expenditures. As a result, we expect our ordinary income tax liability to be reduced, but not eliminated. We may maintain leverage levels higher than we otherwise would in part in order to reduce our income tax expense, or in the event we reduce our leverage, we may be subject to additional Norwegian tax, Danish or Swedish tax.

Our Qualification as a REIT

We have been organized and we intend to operate as a REIT beginning with our taxable year ending December 31, 2016. So long as we qualify as a REIT, we generally will not be required to pay U.S. federal income taxes on our taxable income to the extent we distribute to our stockholders annually all of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains. In order to maintain our qualification as a REIT, we need to comply with certain operational limitations which govern the types of assets we can own and the sources of income we can receive. See “Material U.S. Federal Income Tax Considerations.”

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Critical Accounting Policies

The preparation of our financial statements in conformity with U.S. GAAP will require management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses in the reporting period. Actual amounts may differ from these estimates and assumptions. We have summarized below those accounting policies that require material subjective or complex judgments and that we expect will have the most significant impact on our financial condition and results of operations. Management will evaluate these estimates on an ongoing basis, based upon information currently available and on various assumptions that it believes are reasonable as of the date hereof. In addition, other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our results of operations and financial condition to those of other companies.

Rental Property, Depreciation and Impairment

Rental property is carried at cost less accumulated depreciation and impairment loss. We review the properties that we expect to acquire on a periodic basis to determine whether impairments exist and provide a provision if impairments are identified. Indicators of impairment include changes in circumstances warranting further assessment of recoverability (such as a decrease in occupancy). If further assessment of recoverability is needed, we estimate the future net cash flows expected to result from the use of the property and its eventual disposition, on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property on an individual property basis, we recognize an impairment loss based upon the estimated fair value of such property as compared to its current carrying value. We have not identified any indicators of impairment because we have a steady increase in rental revenues and strong market fundamentals for office property.

Depreciation expense is computed using the straight-line method based on the following useful lives:

Buildings	50 years
Building and land improvements	5 - 20 years
Tenant improvements	Shorter of useful life or terms of related lease

Expenditures for tenant improvements, leasehold improvements and leasing commissions are capitalized and depreciated over the shorter of their useful lives or the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures which improve or extend the life of the building are capitalized and depreciated over their estimated useful life.

Tenant Accounts Receivable

We expect to maintain an allowance for estimated losses that may result from the inability of tenants to make required payments. We regularly assess our ability to collect outstanding payments and in so doing must make estimates of the collectability of tenant accounts receivable. If a tenant fails to make contractual payments beyond any allowance, we may recognize bad debt expense in future periods equal to the amount of unpaid rent and deferred rent.

Derivative Instruments

We account for interest rate swaps in accordance with ASC 815, Derivatives and Hedging. We designate interest rate swaps as non-hedge instruments. Accordingly, we recognize the fair value of the interest rate swap as an asset or liability on our balance sheet with the changes in fair value recognized on our statements of operation.

Revenue and Gain Recognition

Rental revenues from leases with fixed rent escalations are recognized on a straight-line basis over the term of the lease when collectability is reasonably assured including the effect of any free rent periods. Most of our leases will not have fixed rent escalations, but rather have escalations based on country-specific consumer price indices, or CPI, and therefore we recognize minimal straight-line rental revenue. Prepaid rent is recorded as a current liability. Additional rents from expense reimbursements for insurance, real estate taxes and certain other expenses are recognized in the period in which the related expenses are incurred.

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Certain tenants will be obligated to reimburse us for insurance, real estate taxes and certain other expenses and these costs, which have been assumed by the tenants under the terms of their respective leases. Such reimbursement costs are recognized as revenue in the period incurred. To the extent any tenant responsible for these costs under its lease defaults on its lease or it is deemed probable that it will fail to pay for such costs, we would record a liability for such obligation. Recovery revenue related to leases whereby the tenant has assumed the cost for insurance, real estate taxes and certain other expenses is not recognized in our financial statements.

Rental revenue from month-to-month leases or leases with no scheduled rent increases or other adjustments are recognized on a monthly basis when earned.

Lease termination fees are recognized as termination revenue when the related leases are cancelled, fees are determinable, tenant vacancy has occurred, collectability is reasonably assured, we have no continuing obligation to provide services to such former tenants and the payment is not subject to conditions that must be met or waived.

We recognize gains on sales of real estate pursuant to the provisions of ASC 360-20-15, Accounting for Sales of Real Estate. The specific timing of a sale is measured against various criteria in ASC 360-20-15 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the property. If the sales criteria are not met, we defer gain recognition and accounts for the continued operations of the property by applying the finance, installment or cost recovery methods, as appropriate, until the sales criteria are met.

Adoption of New or Revised Accounting Standards

As an emerging growth company under the JOBS Act, we can elect to adopt new or revised accounting standards as they are effective for private companies. However, we are electing to opt out of such extended transition period. Therefore, we will adopt new or revised accounting standards as they are effective for public companies, and this election is irrevocable.

In May 2014, the FASB issued a comprehensive new revenue recognition standard entitled Revenue from Contracts with Customers that will supersede nearly all existing revenue recognition guidance. The new standard specifically excludes lease contracts but will include sales of real estate within its scope. The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Companies will likely need to use more judgment and make more estimates than under current revenue recognition guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration, if any, to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption is not permitted. The new standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method.

Results of Operations

As of the date of this prospectus, we have not commenced any operations because we are in our organizational stage. We will not commence any significant operations until we have completed this offering and the concurrent private placement. The factors that we anticipate impacting our results of operations in the future are discussed above under “— Factors Impacting Our Operating Results.”

Liquidity and Capital Resources

Liquidity is a measure of our ability to turn non-cash assets into cash and to meet potential cash requirements. We expect to use significant cash to pay dividends, repay principal and interest on our borrowings, fund our operations and meet other general business needs. Our short-term liquidity requirements will consist primarily of funds to pay for operating expenses and other expenditures directly associated with the properties that we expect to acquire, including:

• interest expense and scheduled principal payments on outstanding indebtedness;

• management and property administration fees;

• payment of property taxes;

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• general and administrative expenses; and

• capital expenditures for tenant improvements and leasing commissions.

We intend to satisfy our short-term liquidity requirements through our existing cash and cash equivalents, cash flow from operating activities, the proceeds of this offering and available borrowings.

Our long-term liquidity needs will consist primarily of funds necessary to pay for acquisitions, non-recurring capital expenditures and any scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured borrowings, issuance of equity or debt securities or, in connection with certain acquisitions of additional properties, the issuance of shares in our operating partnership.

We will pay, or reimburse our Manager and its affiliates for, expenses incurred in connection with our organization and this offering. As of September 30, 2015 and December 31, 2015 these expenses total approximately $0.6 million and $1.6 million, respectively.

Contractual Obligations

We had no contractual obligations as of August 14, 2015. Prior to the completion of this offering, we will enter into a management agreement with our Manager. Our Manager will be entitled to receive a management fee and the reimbursement of certain expenses. The management fee will be payable quarterly in arrears in cash in an amount equal to one quarter of 1.5% of our Stockholder’s Equity. See “Our Manager and the Management Agreement—Management Agreement.”

Capital Expenditures

When we lease space to new tenants, or renew leases for existing tenants, we will often incur expenditures for tenant improvements. This amount, as well as the amount of other capital expenditures, will vary from year to year, in some cases significantly.

We consider non-recurring capital expenditures to be expenditures associated with substantial renovations of properties. Our non-recurring capital expenditures are discretionary and also may vary significantly from year to year.

Off Balance Sheet Arrangements

As of the date of this prospectus, we did not have any off-balance sheet arrangements.

Interest Rate Risk

ASC 815, Derivatives and Hedging (formerly known as SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities), requires us to recognize all derivatives on our balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income, which is a component of stockholders equity. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

Inflation

We expect that most of our leases will contain provisions designed to mitigate the adverse impact of inflation. These provisions will generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on a country-specific CPI or other measures). We may be adversely impacted by inflation if leases do not contain indexed escalation provisions. In addition, most of our leases will require the tenant to pay for property taxes, insurance, maintenance and repair of the internal components of the premises throughout the lease term. This may reduce our exposure to increases in costs and operating expenses resulting from inflation, assuming properties acquired are leased, remain leased and tenants fulfill their obligations to reimburse us for such expenses.

Seasonality

We do not consider our business to be subject to material seasonal fluctuations.

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Non-GAAP Financial Measures

As a public company, we expect to disclose to investors and discuss funds from operations, or FFO, and adjusted funds from operations, or AFFO, which each meet the definition of “non-GAAP financial measure” set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result, we expect to be required to include in those disclosures and discussions a statement of why management believes that the presentation of such measures provides useful information to investors.

We do not consider FFO or AFFO to be an alternative to net income (determined in accordance with U.S. GAAP) as an indication of our performance, and we would plan to prepare a comparison of any disclosures or discussions of FFO or AFFO to our reported net income or net loss, and consider them in addition to our cash flows in accordance with U.S. GAAP.

Funds from Operations (FFO)

We expect to compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002). As defined by NAREIT, FFO represents net income (computed in accordance with U.S. GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), real estate impairment losses and extraordinary items and after adjustments for unconsolidated partnerships and joint ventures. We plan to present FFO and AFFO (described below) in certain of our public company discussions and disclosures because we expect these financial measures to be important supplemental measures of our operational performance that we believe are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and AFFO when reporting their results. We understand that FFO is intended to exclude U.S. GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, real estate impairment losses and extraordinary items, we believe that it could provide a performance measure that, when compared year over year, would reflect the impact to our operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, and provide investors with a perspective not immediately apparent from net income. We expect that our computation of FFO could differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, we expect that our computation of FFO would not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments and uncertainties. If and when we present FFO as a public company, we believe that it should not be considered as an alternative to net income (loss) (computed in accordance with U.S. GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

Adjusted Funds from Operations (AFFO)

AFFO is a non-GAAP measure that we believe may be useful to management and investors to measure our operating performance as a public company (including the costs to finance our operating performance) by removing the effect of items that do not reflect ongoing property operations. Due to the nature of how certain items may be recorded in our operating results going forward that we believe would not be reflective of our core operating performance, we expect that we may compute AFFO to provide investors with a different perspective on the same results. We expect that if we compute AFFO, we would do so by computing FFO and then adjusting it to exclude:

• acquisition costs;

• equity-based compensation;

• gains from financial instruments at fair value;

• straight-line rent adjustment;

• amortization of market leases;

• amortization of deferred financing fees; and

• non-cash tax expense.

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We believe that AFFO and FFO (property level) could provide investors with another financial measure that may facilitate comparisons of operating performance between periods and, to the extent they calculate AFFO or FFO (property level) on a comparable basis, between REITs. However, as with FFO, we expect that our reported AFFO and FFO (property level) would not necessarily be comparable to other REITs’ AFFO and FFO (property level), so we would intend AFFO and FFO not to be used as a measure of our liquidity, or be indicative of our funds available for our cash needs, including our ability to pay dividends.

Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risks to which we believe we could be exposed are interest rate risk and foreign currency exchange rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk and exchange rate risk.

We may use derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps. We expect that our interest rate swaps will typically be floating-to-fixed interest rate swaps, under which we will exchange a series of fixed interest rate payments on a notional amount of principal in exchange for a series of floating or variable rate payments on such notional amount. The market values of floating-to-fixed interest rate swaps will depend heavily on the current market fixed rate, the corresponding term structures of variable rates and the expectation of changes in future variable rates. As expectations of future variable rates increase, the market values of the swaps increase. We will treat the swaps as non-hedge instruments and, accordingly, recognize the fair value of the swaps as assets or liabilities on our balance sheet, with the change in fair value recognized in our income statement.

We will be exposed to currency fluctuation risk. We expect that substantially all of our future leases will be denominated in the local currency of the nation in which the underlying property is located. A significant portion of our operating expenses will be transacted in local currency. We plan to report our results of operations and consolidated financial information in U.S. dollars. Our operating partnership will pay distributions in local currencies or U.S. dollars, and we will pay distributions to our stockholders in U.S. dollars. Accordingly, our operating partnership will hold various foreign currencies at any given time and may enter into foreign currency hedging transactions. As a result, our results of operations as reported in U.S. dollars and our distributions to our stockholders will be impacted by fluctuations in the value of local currency in which we conduct our real property business or that are held or acquired for distribution to holders of OP shares against the U.S. dollar. For example, assuming we do not hedge such foreign currency exposure, a decrease in the values of the Norwegian Krone, Danish or the Swedish Krona relative to the U.S. dollar would cause our results of operations and our distributions to our stockholders as expressed in U.S. dollars to decrease. Conversely, an increase in the values of the Norwegian Krone, Danish or the Swedish Krona relative to the U.S. dollar would cause our results of operations and our distributions to our stockholders as expressed in U.S. dollars to increase. See “—Rental Revenue—Foreign Currency Exchange Rates” above.

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MARKET OVERVIEW

All information in this “Market Overview” section has been obtained from market research prepared or obtained by Atrium AS (an affiliate of CBRE Limited in Norway) in connection with this offering.

Our strategy is to capitalize on substantial immediate and long-term opportunities in public and private sector commercial real estate in the Nordics. The Nordic property market is currently the third largest market in Europe (behind the United Kingdom and Germany) based on investment volume. The Nordic property market is currently exhibiting the following characteristics:

• The spreads between Nordic property yields and ten-year Norwegian, Swedish and Danish government bonds remain high, suggesting the potential for near term price appreciation across the sector.

• Financing rates across the Nordics have become increasingly favorable for real estate with projected rates expected to fall in the near term, as a result of projected cuts in central bank key policy rates across the Nordic Region.

• The Swedish property market is generally viewed as experiencing a period of sustained growth, while the Danish and Norwegian property markets are projected to experience more subdued growth in the near term.

• During the 12-month ended June 30, 2015, the Nordic property market saw transaction volume of $37.8¹ billion, an increase of 67% compared to the year ended June 30, 2014, with local investors accounting for the majority of the investment capital in Sweden and Denmark, while international investors were more present in Norway, accounting for approximately half of the total investment volume.

(1) All currency figures converted using exchange rate as of 30th June 2015, sourced from Bloomberg.

We target strategically located office and industrial properties across the Nordics that offer the potential to achieve attractive risk-adjusted returns. The properties that we seek to acquire are generally located outside of, but in close proximity to, Central Business Districts (“CBDs”) and near major transportation hubs and corridors and employment centers. We define these areas as infill regions. In addition to infill regions, we target strategically important regional locations that derive their value from unique attributes such as access to transportation corridors, strategic tenant clusters, specific local industry and the effects of long-term government policies such as planned decentralization. In selected circumstances and when justified by appropriate return profiles, we also may acquire assets in larger city centers.

Our strategy is to acquire properties in the Norwegian, Danish and Swedish markets. The following provides an overview of key economic and real property fundamentals and trends in our target markets.

Nordic Region Economic Overview

The northern European countries of Norway, Sweden and Denmark, which we refer to as the Nordics or the Nordic Region, have much in common in their economy, culture, history and language. While they do not form a separate political entity, they do cooperate in the Nordic Council, which provides for a common labor market and free movement across borders.

Norway, while not a member of the European Union (“EU”), has access to the EU’s single market, is part of the Schengen Area permitting free movement across European borders and has been granted participation rights in several of the EU’s programs, bodies and initiatives. Norway’s economy has historically been driven by economic activity linked to the maritime industry, and the country is a worldwide shipping leader. The economy has increasingly benefited from commodities production and exports since the discovery of large oil and gas reserves in the North Sea in 1969. An estimated 56% of Norway’s oil and gas reserves remain on the Norwegian Continental Shelf, according to the Norwegian Petroleum Directorate; as such, the petroleum industry will be a core part of Norway’s economy for the foreseeable future. Statoil, a multinational oil and gas company, is Norway’s largest company and the twenty-first largest oil and gas company in the world by Barrels Of Oil Equivalent Per Day (BOE/D) as of 2015, according to Forbes Global. Other significant Norwegian companies include Wilh. Wilhemsen, one of the world’s leading shipping companies, telecommunications company Telenor, high-tech systems supplier Kongsberg Group and aluminum and renewable energy company Hydro.

Sweden, a member of the EU since 1995, has a diversified, export-oriented economy that also benefits from natural resources such as timber, iron ore and fisheries. The country is known for internationally-recognized

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companies such as IKEA and H&M in the retail/consumer sector, technology companies such as Ericsson, telecommunications companies such as TeliaSonera, financial services companies such as Swedbank, Handelsbanken and SEB, aerospace and defense companies such as Saab, and automobile and truck manufacturers such as Volvo and Scania. Sweden’s largest trade flows are with the United States, Germany, Norway, the United Kingdom (“UK”), Denmark and Finland.

Denmark is a dynamic economy focused on exports of manufactured goods such as industrial machinery, chemical products and instruments, as well as products for consumption, and has been a member of the EU since 1973. Denmark’s liberal trade policy within the EU and strong trade relationship with the United States has aided in the development of large Danish companies including A.P. Moller—Maersk Group, the largest container ship operator in the world, pharmaceuticals manufacturer Novo Nordisk, brewer Carlsberg Group and facility services manager ISS.

Together, Norway, Sweden and Denmark rank as the fifth-largest economy in the Eurozone, with a combined 2014 GDP of $1.4 trillion (source: Oxford Economics) that is approximately 1% larger than that of Spain, the sixth largest European economy. The Swedish economy was ranked as the 10^th largest European economy based on 2014 GDP ($571 billion), representing 40.0% of the Nordic Region’s GDP. The Norwegian economy drove approximately $502 billion in GDP in 2013 and represented 35.4% of the Nordic Region’s GDP, while Denmark’s GDP of approximately $342 billion represented 24.2% of the Nordic Region’s GDP in 2014.

The Nordic Region’s strong and diversified economies, combined with significant employment by national and local governments/government agencies as well as heavy investment in the oil and gas sector, contribute to the area’s low unemployment rates, high per-capita GDP and high personal consumption. However, the recent drop in the price of oil is expected to result in subdued growth in the Norwegian economy and subsequent increase in the unemployment rate. Nevertheless, the GDP growth is expected to stay positive throughout 2016 and start picking up thereafter.

The Nordic countries enjoy some of the lowest unemployment rates in Europe. The 2015 unemployment rate is expected to be 4.3%, 7.6% and 4.7% for Norway, Sweden and Denmark, respectively, according to Eurostat. These rates compare favorably to the EU’s projected 10.8% 2015 unemployment rate. The favorable Nordic unemployment picture is supported in part by the relatively large proportion of public sector employment, approximately 28%, 29% and 34% in Sweden, Denmark and Norway, respectively, according to Eurostat.

The Nordic countries exhibit very strong GDP and GDP per capita, with Norway ($98,096), Denmark ($60,728) and Sweden ($59,013) would have ranked second, fourth and fifth, respectively, in GDP per capita in the Eurozone as of 2014, according to the Eurostat (if Norway, Sweden and Denmark were part of the Eurozone). Further, the Nordics’ GDP growth has outperformed the Eurozone in eight of the last ten years. Driven by projected increases in economic growth and exports globally and among the Nordics’ trading partners, the region’s combined GDP growth is expected to outperform that of the Eurozone over the next three years.

Norway, Sweden, and Denmark reported current account surpluses of 9.4%, 6.8% and 6.3%, respectively, of GDP in 2014, compared with 2.1% in the Eurozone, according to Oxford Economics.

The Nordic Region benefits from low levels of public debt relative to GDP and sound fiscal and public finance policies including stable government spending and gross government debt-to-GDP ratios of 32.6%, 51.7% and 60.3% for Norway, Sweden and Denmark, respectively, in 2014, according to Oxford Economics. The same ratio in 2014 was 62.8% for Germany; 158.3% for Italy; 123.9% for France and 89.4% for the United Kingdom.

Norway, Sweden, and Denmark have each been assigned the highest credit ratings of AAA by Fitch and S&P, and Aaa by Moody’s. The ratings are attributed to the countries’ fiscal discipline, sound public finance policies, vast natural resources and stable governments, among other factors. These credit ratings, along with strong economic fundamentals and growth prospects, contribute to the nations’ low sovereign borrowing costs.

With over 20 million residents, the Nordic Region has a large and growing regional population with significant spending power. Since 2004, the Nordic Region’s population has increased by approximately 1.4 million and it is projected to grow to over 21 million by 2020. Denmark’s five-year population growth has been twice that of the EU by, Sweden’s has outpaced the EU by more than four times, while Norway’s has outpaced it by nearly six times since 2009 and is expected to continue to do so through 2020.

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The Nordic Region’s household disposable income per capita outpaces that of the EU by 17% on average. Norway’s 2014 average gross adjusted disposable household income per capita of approximately $35,865, Sweden’s approximately $30,713 and Denmark’s $28,399 are 33%, 8% and 5% higher than the EU average, respectively, driving robust personal consumption expenditures. In 2014, the average household had personal consumption expenditure of approximately $51,340 in Norway, $35,970 in Sweden and $38,310 in Denmark, compared to an approximate $23,730 average personal consumption expenditure in the EU, according to Eurostat.

Oxford Economics projected 2015 GDP growth for Norway, Sweden and Denmark to be 1.0%, 2.7% and 1.8%, respectively, compared to 1.4% for the Eurozone. Importantly, Oxford Economics projected GDP² growth accelerating in 2016 for Sweden and Denmark to 2.9% and 2.0%, respectively, while Norway is expected to experience more subdued GDP growth of 0.7%, compared to 1.8% for the Eurozone. Although the Norwegian economy is expected to continue to face an oil-led slowdown, the medium-to-long-term outlook is more positive with projected annual GDP growth of 1.7% from 2017 through 2024, according to Oxford Economics. According to Fitch, Norway’s North Sea petroleum revenues have been prudently managed and domestic oil exports support the country’s fiscal balance and current account balance.

Increased government purchases of goods and services, especially infrastructure and other investments, are expected to stimulate economic activity going forward. Additionally, anticipated tax concessions should help increase household real disposable income and stimulate demand. Increased personal income, combined with continued low interest rates and an anticipated rise in home prices, is expected to drive consumption growth in 2015 and beyond.

According to the OECD, Norway’s unemployment rate is forecasted to continue rising in 2015 as a result of downsizing activity in the oil and gas sector; however, it is expected to remain less than half of the rate forecast for the Eurozone. Public sector employment exhibited an increase during the 2008-2009 recession but has largely remained stable over the past 20 years when measured as a share of total employment. According to the OECD, Norway has the fifth-highest labor force participation rate in the world.

According to Eurostat, Norway has benefited from strong population growth in recent years. From 2009 to 2011, Norway reportedly experienced a population rate of growth in excess of 5.8 times that of the aggregate 28 EU member states. Approximately 71% of the growth reflected immigration patterns partly driven by strong labor markets.

The economic outlook for Sweden remains upbeat, despite recent modest GDP growth. According to the Oxford Economics, GDP growth is forecast to be 2.7% and 2.9% in 2015 and 2016, respectively, as measured in local currency. This compares favorably with same period forecasts for the Eurozone of 1.4% and 1.8%, respectively, as measured in euros.

Domestic consumer confidence levels and corporate spending are improving, and the OECD is forecasting increases in domestic household consumption based on a recently enacted income tax reduction program. Housing consumption is expected to receive an additional boost as low interest rates and income tax cuts increase disposable income. Although household saving reached a peak in 2013, it is expected to gradually decline in conjunction with anticipated improvement in the employment market. Further, rebounding investment activity is expected to create additional growth going forward. According to Riksbanken, international demand for Swedish goods and services is forecasted to increase and foreign trade will make a significant although modest contribution to growth, according to OECD.

Forward looking indicators of labor demand point to continued growth. According to the Oxford Economics, Sweden’s unemployment rate is forecast to decrease from the current level of approximately 7.6% to about 7.1% in 2016, which is less than two thirds of the forecast unemployment rate for the Eurozone over the same period. According to the OECD, Sweden has the third-highest labor force participation rate in the world.

According to Eurostat, Sweden has benefitted from strong population growth in recent years. During the period 2009 through 2011, Sweden experienced a population growth more than four times that of the average population growth for the Eurozone. Approximately 67% of the population growth reflected immigration patterns partly driven by a stronger labor market compared to that of the Eurozone.

Following three years of economic stagnation in the aftermath of the global financial crisis, economic indicators now point to an improvement in the Danish economy. According to the Oxford Economics, GDP growth is forecasted

² The GDP growth is measured in the applicable local currencies for Norway, Sweden and Denmark, while the Eurozone GDP growth is measured in Euro.

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to be 1.8% and 2.0% for 2015 and 2016, respectively, as measured in local currency. This compares somewhat favorably with same period forecasts for the Eurozone of 1.4% and 1.8%, respectively, as measured in euros. Confidence indicators are pointing towards increased momentum in Denmark. Private sector consumption, which is forecasted to expand by 2.3% and 1.8% in 2015 and 2016, respectively, according to Statistics Denmark, is expected to be a key driver of economic growth in 2015 and 2016, primarily due to the positive effects of the 2012 national income tax reform, coupled with a low interest rate environment and stabilization of housing prices. The export sector in Denmark is projected to benefit from an increase in foreign demand, according to Oxford Economics.

Denmark’s unemployment has recently decreased and is forecasted to be 4.7% in 2015, less than half of the unemployment rate forecast for the Eurozone. Danish productivity has grown modestly over the past few years. According to the OECD, Denmark has the seventh-largest labor force participation rate in the world.

According to Eurostat, Denmark has had a modest population growth in recent years. During the period from 2009 through 2014, Denmark reportedly experienced a population rate of growth in excess of 2 times that of the average aggregate 28 EU member states. Approximately 66% of the growth reflected immigration patterns partly driven by strong labor markets.

Nordic Commercial Real Estate Market

The overall Nordic commercial real estate market is the fourth largest in the EU based on market values from IPD³, after the United Kingdom, Germany and France (in fact, Sweden alone is the fourth-largest commercial property market in the EU). With nearly $33.4 billion in commercial real estate transactions in 2014, the Nordic Region represents Europe’s third-largest property market by transaction volume, behind the United Kingdom and Germany.

The table below sets forth select major transactions across the Nordics in 2015.

Date	Asset	Country	Primary type	Transaction type	Size (square meters) / Number of Assets	Price, USD million (estimate)	Vendor	Purchaser	Comment
Q4-2014	Fortin-portfolio	Sweden, Norway	Office	Portfolio	~100 assets	1,467	DnB NOR Eiendomsinvest I ASA	Starwood Capital Group	Acquisition of approximately 80 assets in Sweden and 20 assets in Norway for a total price of approximately NOK 11 billion (EUR 1.25 billion). The Norwegian Portfolio was valued at approximately NOK 4.7 billion and the assets located in Sweden were valued at approximately NOK 6.8 billion.
Q2-2015	Illum, Copenhagen	Denmark	Retail	Single	44,000 sq m	383	Black Rock	Central Group	A centrally located department store in Copenhagen sold to Thai-owned Central Group by Black Rock for approximately DKK 2.75 billion.
Q2-2015	NREP Nordic Logistics Portfolio	Sweden, Finland, Denmark	Logistics	Portfolio	28 assets	702	NREP	Consortioum of 4 Danish Pension Fund	The combined transaction value was approximately EUR 650 million and this transaction is not only the largest prime logistics transaction in the Nordics, but also one of the largest portfolios traded in Europe. The portfolio consists of 28 modern efficient logistics properties located in key distribution hubs across Sweden, Finland and Denmark with almost 650,000 square meters. The majority of the assets were located in Sweden, which were valued at approximately EUR 470 million.
Q3-2015	Obligo portfolio	Sweden, Norway, Germany et.al.	Office	Portfolio	10 Portfolios	2,807	Obligo Investment Management	Blackstone Real Estate Partners Europe IV	Acquisition of 10 portfolios valued at around EUR 2.4 billion. Mixed use portfolio of residential and commercial properties located in Norway, Sweden, Finland, Latvia and Germany. The majority of the assets are located in Sweden. This is the largest portfolio deal in the Nordic region since 2008. The Swedish and Norwegian assets were valued at around EUR 1 billion, and EUR 450 million, respectively.

³ MSCI IPD specializes in real estate indexes and analytics.

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In the public equity markets, the recovery of European real estate equities has materially lagged that of the U.S. REIT market post-2008.

Notwithstanding a recent increase in activity by international investors across the region, local investors continue to account for the majority of both investment capital and ownership in Sweden and Denmark. Foreign investment in the Norwegian market represented approximately half of total transaction volume in the first half of 2015, with the relatively high foreign share driven by deal size as opposed to activity levels; however the majority of commercial real estate continues to be locally owned.

The Nordic office and industrial markets are generally segmented into infill versus non-infill regions. Infill markets are considered high-barrier-to-entry markets. Given our targeting of both infill and strategically important regional markets throughout the Nordic Region, we enjoy significant advantages arising from the natural supply constraints inherent to those markets. In addition to scarcity of developable land and complex entitlement processes, the major cities in the Nordic Region have some of the highest construction costs of any city in the Eurozone. Construction cost for new office space is $280 per square feet in Oslo, $244 per square feet in Copenhagen and $286 per square feet in Stockholm and $214 per square feet in Gothenburg. This compares to the next highest construction cost in the Eurozone of $240 per square feet in Paris and $215 per square feet in Zurich.

The spreads between Nordic property yields and ten-year Norwegian, Swedish and Danish government bonds remain near historical highs, suggesting the potential for near-term price appreciation across the sector. The Nordics currently offer on average an approximate 250 to 400 bps spread between prime real estate cap rates and ten-year government bonds, which is historically seen as an attractive level in conjunction with favorable financing conditions. We believe that our target acquisition assets should produce cap rate spreads in the 400 bps range, supported by our ability to source off-market or lightly-marketed deals.

The following graph depicts the historical “yield gap” or spread between prime office yields and ten year Norwegian government bond yields in Norway between 2008 and 2015.

 

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The following graph depicts the historical “yield gap” or spread between prime office yields and ten year Swedish government bond yields in Sweden between 2008 and 2015.

 

The following graph depicts the historical “yield gap” or spread between prime office yields and ten year Danish government bond yields in Denmark between 2008 and 2015.

 

Nordic Property Markets

Nordic commercial property markets generally enjoy high current occupancy and high rental rates. As of June 30, 2015, office occupancy was 92%, 95% and 91% for major office markets in Norway, Sweden and Denmark, respectively. Due to strong occupancy and regional economic growth since the financial crisis in 2008, property owners have generally been able to command premium rents over the last several years; these rents are projected to remain stable through 2018.

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As of June 30, 2015, prime office rental rates were approximately $50 and $53 per square feet for the largest markets in Norway and Sweden, respectively, versus the EU average of $43 per square feet. Industrial rental rates were $14 and $10 per square feet for the largest markets in Norway and Sweden, respectively, compared to the EU average of $8 per square feet.

The following provides an overview of key economic and real property fundamentals and trends in each of our target markets.

Norway Commercial Real Estate Market

We divide the Norwegian real estate market into four distinct geographic areas: (1) Oslo CBD; (2) Oslo non-CBD; (3) greater Oslo, which includes municipalities located within approximately 30 miles of Oslo; and (4) regional Norway.

Although the Norwegian markets are distinct in some respects, historically, trends in occupancy, rental rates and property values in regional locations generally correlate with trends within Oslo. As there is limited available data for Norway’s regional markets, participants may look to trends within Oslo as a proxy.

We believe the available purchase yields for properties located in prime CBD locations such as Oslo are not attractive currently due in part to an influx of foreign capital that has focused in this area. Additionally, in 2005, the government of Norway initiated a 20-year decentralization program aimed at achieving a geographically balanced settlement pattern, in which all parts of the country experience population growth. Within the Norwegian market, our strategy is therefore to acquire office, industrial and logistics properties in non-CBD locations in Oslo, greater Oslo and key areas of regional Norway where we believe prices and risk-adjusted return profiles are more attractive. These areas, which serve as primary hubs for trade and shipping, benefit from strong commercial support from private and public sector tenants and universities. We will seek to acquire properties that benefit from close proximity to major transportation corridors, employment centers and areas that are of significant strategic importance to their existing or contemplated tenants. We are currently targeting dominant office park submarkets in select submarkets in close proximity to Oslo.

Oslo Office Market

The capital city of Oslo is Norway’s largest city with approximately 647,910 residents within the city limits and nearly 1.2 million residents in the metropolitan area. The greater Oslo office market consists of approximately 102 million square feet of space. The prime office submarkets include the CBD (Vika, Tjuvholmen and Aker Brygge), Skøyen and Bjørvika. Other major submarkets include Lysaker and Fornebu in the west, and Nydalen in the north, and Helsfyr and Bryn in the east. Major tenants include companies within the oil and gas, service, telecommunications and banking industries, as well as government entities.

Despite increases in supply in 2012 and 2013, office occupancy for greater Oslo has remained stable for several years at around 93%, below the prior cyclical peak of approximately 96% seen in 2008. Occupancy in Oslo’s prime submarkets currently stands at approximately 92%.

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The following graph depicts the historical average occupancy trend for the greater Oslo office market between 2005 and 2014.

 

Given the relatively modest development pipeline, overall market occupancy for greater Oslo is projected to stabilize and remain close to current levels through 2016. Office inventory growth is expected to be less than 7% through 2017.

Strong occupancy and absorption have supported rental growth, especially in centrally located submarkets over the last 24 months. Modest development will help to ensure stable rental market through 2016. The average office rent for greater Oslo is currently $23 per square feet, with prime locations commanding $50 per square feet or more. The current trend is for corporate tenants to seek out locations in close proximity to public transportation, which has been amplified over recent years due to strong competition for qualified employees. The demand for higher quality space has also increased, which requires property owners to reinvest in their buildings.

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The following graph depicts the historical average rental rate trend for the greater Oslo office market between 2005 and 2014.

 

The greater Oslo office market should see stable rental rate performance. Robust projected population growth should translate into increased domestic consumption of goods and services. Stable employment levels should also boost personal spending and consumption. As the search for qualified labor intensifies, employee salaries and compensation may increase within the mid to higher level professional ranks. Improved consumption patterns should translate into increased demand for real estate and growth in rental rates in the long run.

Norway Logistics Market

The Norwegian logistic and industrial property sector has reported sustained rent levels. The recent depreciation of Norwegian currency against most major trading partners has led to a boost in exports, while domestic consumption is expected to remain positive and supports the overall logistics and distribution sector. The trend in demand for logistic property appears positive. Supply levels remain relatively tight as the scarcity of large development parcels in close proximity to Oslo limits new construction. While there are a number of vacant parcels available for development in the smaller municipalities surrounding Oslo, the distance to primary transportation corridors, coupled with somewhat restrictive debt financing conditions, render these locations less appealing to potential tenants and investors. As a result, most property owners require pre-commitments from tenants prior to commencing a new development scheme, hence speculative development is rare. Industrial inventory growth is expected to remain stable through 2017.

The occupancy in the greater Oslo industrial market has remained high for the last several years. Despite prime rents remaining flat for four years following the 2008 financial crisis, they have been increasing the past 2 years and now average $15 per square feet, higher than immediately prior to the crisis. Projected increases in Nordic household disposable income and personal consumption, as well as the continued consumption shift towards e-commerce and its attendant shipping needs, should drive occupancy and rents for prime properties in the Oslo industrial market in the coming years.

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The following graph depicts the historical logistics rental rates in the greater Oslo region from 2005 through 2014.

 

Sweden Commercial Real Estate Market

We divide the Swedish property market into six geographic areas: (1) the CBDs of Stockholm, Gothenburg and Malmö; (2) Stockholm non-CBD; (3) greater Stockholm, which includes municipalities located within approximately 30 miles of Stockholm; (4) Gothenburg non-CBD; (5) Malmö non-CBD; and (6) regional Sweden, which includes regional cities such as Linköping, Norrköping and Östersund.

Similarly to Norway, trends in occupancy, rental rates and property values in key regional locations generally tend to correlate with trends within Stockholm. As there is limited available data for some key regional markets, participants may look to trends within Stockholm as a proxy.

Currently the property market indicators suggest that demand for office and industrial space in Sweden is increasing while supply and new development remains limited. As a result, the rental rates and property values in these areas could increase over the near-to-medium term, keeping all other factors constant. To take advantage of these trends, we expect to be an active buyer of office and industrial properties in Sweden.

Our strategy is to continue to acquire office, industrial and logistics properties in non-CBD locations in Stockholm, greater Stockholm, Gothenburg, Malmö, and strategic markets in regional Sweden, with a focus on properties that are located in close proximity to major transportation corridors and employment centers and that are of significant strategic importance to their existing or contemplated tenants.

Stockholm Office Market

Stockholm is Sweden’s capital and largest city with a population of approximately 911,000 within the city limits and some 2.2 million in the greater metropolitan area. According to industry analyst Sweco, Stockholm’s population is forecasted to increase by an aggregate 15% over the next ten years.

The Stockholm office market consists of approximately 119 million square feet of space, of which 20 million is located within the CBD and an additional 37.7 million is located within the rest of the inner city. The prime submarkets include the CBD, Inner City⁴, Kista and Solna / Sundbyberg. These prime locations attract tenants requiring larger spaces at healthy rent levels, with the highest rents being achieved in the CBD. Major tenants include companies within the banking, information technology and telecommunications industries.

⁴ Stockholm city centre excluding the CBD area.

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An estimated 1.3 million square feet of prime CBD office space in Sweden (representing nearly 7.0% of the entire Swedish CBD market) is scheduled to be vacated over the next few years. Several tenants could take the opportunity to migrate their businesses out of the CBD area and into newer and lower-cost properties located outside of the CBD. As an example, Stockholm’s northern suburbs are on the rise as many larger tenants choose to move their business from the central areas due to increasing space constraints, opting instead for larger, modern office space outside of the CBD.

Despite increases in supply of office space from 2012 through 2014, with a total of 4.1 million square feet of new office accommodation entering the market, the Stockholm CBD office occupancy rate has remained stable at more than 95%, exhibiting strong absorption rates over the last 12 months. Although the development pipeline is higher than in recent years, it is relatively modest considering the growing demand for office space in Stockholm. Hence, the overall market occupancy for greater Stockholm is projected to remain stable.

The following graph depicts the historical average occupancy trend for Stockholm CBD office market between 2005 and 2014.

 

The strong occupancy and absorption rates have supported high rental rates, and the solid leasing activity. The amount of new supply entering the market has decreased by 35% in 2015 compared to the previous year and approximately 95% is pre-let. This is expected to lead to increasing rental rates through 2016. The average office rent for greater Stockholm is currently around $24 per square feet, with prime locations commanding rents of $54 per square feet, with a 20% band given large variations across the submarkets. The current market trend is for corporate tenants to seek out locations in close proximity to public transportation, which has been further amplified over recent years due to strong competition for qualified employees. The demand for higher quality space has also increased, which requires landlords to reinvest in their buildings. Office occupancy and rental rates in Stockholm are projected to remain stable across most submarkets, with some growth expected in Inner City.

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The following graph depicts the historical average rental rate trend for the Stockholm CBD office market between 2005 and 2014.

 

Gothenburg Office Market

Gothenburg is Sweden’s second largest city with approximately 541,000 residents. Nearly 900,000 residents populate the expanded metropolitan Gothenburg region. Its central and coastal Scandinavian location has positioned it as a primary hub for trade and shipping and related office employment. The Port of Gothenburg is the largest of its kind in Scandinavia. Gothenburg’s total office inventory approaches 33.5 million square feet. The following chart illustrates office market occupancy over the 2005 through 2014 period:

 

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Rental rates in Gothenburg have risen steadily over the 2005 through 2014 period, while continued strong demand and restricted supply of prime product in CBD promote growth of alternative office clusters such as Heden, Ullevi and Gårda in Inner City, as well as Lindholmen and along the Mölndalsvägen. This is partly a result of tenant willingness to migrate away from CBD locations in favor of certain non-CBD areas due to increasing occupancy costs in CBD over the past three years, as illustrated by the following chart:

 

Sweden Logistics Market

Sweden’s logistics market is expected to continue to benefit from improving domestic consumption, leading to higher shipping and storage activities, low vacancies and a lack of new supply. Swedish port traffic, as measured by 20-Foot Equivalent Units, has increased by 20% since 2008. The average industrial market rents in Stockholm have fluctuated between $10 per square feet and $11 per square feet, since 2005. Going forward, modest increases are expected due to demand outgrowing supply. This is particularly the case in Arlanda, given the close proximity to the airport and good access to the highway system. Logistics properties with office components, loading bays and railway access typically command higher rents.

The following chart illustrates logistics rental rates in Stockholm over the 2005 through 2014 period:

 

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Logistics Triangle

The majority of goods in Sweden are distributed within an area known as the Logistics Triangle, defined as the area between Stockholm, Gothenburg and Malmö. The Logistics Triangle encompasses critical domestic ports, the largest airports and the main transportation corridors in Sweden, including key trucking routes and railways. An estimated 80% of Sweden’s population and business activity is located in or takes place within the Logistics Triangle. The major submarkets within the Logistics Triangle are discussed below:

Gothenburg—Gothenburg is the primary logistics hub in Sweden. The Port of Gothenburg is Scandinavia’s largest container port and the only port that can accommodate the largest ocean container vessels. The port sees in excess of 11,000 cargo ship visits per year, and offers direct routing to over 130 destinations, according to the Port of Gothenburg. Gothenburg also offers 24 daily rail connections between the port and logistics markets throughout Sweden and Norway. The average prime rent for high-quality logistics space that benefits from close proximity to major highway and the port of Gothenburg is $8 per square foot.

Mälaren Valley—Located within the Greater Stockholm region, the Mälaren Valley is the fastest growing region in Sweden with traffic flows to and from Norway and Finland. Logistics has an increasing importance within the region due to a new cargo harbor and more efficient infrastructure, with tenants focusing on cross-docking and distribution operations. A majority of the region’s logistics inventory is outdated, resulting in strong demand for new logistics facilities. At the same time, landlords may have the opportunity to improve/expand upon existing facilities to better meet tenant needs, driving strong renovation yields with limited construction risk. The average prime rent for high-quality logistics space that benefits from close proximity to major highway and/or public transportation in Stockholm is around $10 per square foot. There are several infrastructure developments that favor the logistics market and changing requirements for logistics use within the city are anticipated to further stimulate demand.

Jönköping—With its location in the center of the Logistics Triangle, Jönköping has developed into an increasingly important logistics hub as it is home to several important third-party logistics, or “3PL,” business and distribution centers.

The Skåne region—This region comprises the southern cities of Malmö, Helsingborg and Trelleborg, and the region’s importance as a major logistics hub stems from its close proximity to Copenhagen and the European continent. The region benefits from several large harbors and ports, including Trelleborg, Ystad and Helsingborg, and is home to major industrial corporations, including Tetra Pak, Gambro, Absolut Company, Sony Ericsson, Findus and Brio. Car manufacturer Toyota has capitalised on Malmö’s logistic advantages to establish a Nordic distribution terminal for its passenger cars in Malmö’s port. Nordic Motor Transport—the company that adds the finishing touches to Honda cars destined for the Nordic market—has done the same.

Denmark Commercial Real Estate Market

We believe opportunities exist in Denmark to acquire assets that have the potential to generate attractive risk-adjusted returns, including through the redevelopment and re-leasing of older properties that may be outdated. Our investment strategy will be focused on the Copenhagen and greater Copenhagen markets. Consistent with our overall investment strategy, we will target properties located outside of the CBD.

We believe the available purchase yields for properties located in prime CBD locations such as Copenhagen are not attractive currently. However, we will seek to acquire properties that benefit from close proximity to major transportation corridors, employment centers and that are of significant strategic importance to their existing or contemplated government-related or other creditworthy tenants, where we believe purchase yields are attractive. Our primary target market consists of select submarkets in close proximity to the Copenhagen CBD. We will also seek to acquire properties that are in need of significant capital to modernize and ready the space for substantial lease-up, where we believe the purchase yield offers a risk-adjusted premium versus more fully leased and modernized properties.

Copenhagen Office Market

Denmark’s capital of Copenhagen is its largest city with approximately 739,000 residents within the city limits and nearly 1.3 million in the greater metropolitan area. The Copenhagen office market consists of approximately 62 million square feet of space and has increased 3.9 million square feet since 2010, with almost all of the expansion coming from new development areas such as Ørestad and the harbor waterfront. The prime office submarkets include Copenhagen CBD, Brokvarterer & Frederiksberg and Ørestad. Major tenants include companies in the shipping, pharmaceutical, banking, financial and manufacturing industries, as well as the public sector.

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Despite increases in supply of office space since 2010, the office occupancy rate for greater Copenhagen has stabilized at around 91%. Given the relatively high vacancy rate, there are very few speculative developments in the market, and office buildings planned for delivery in 2016 and 2017 are fully leased.

The average prime office rent for Copenhagen is currently $23 per square feet, which is 10% below the peak-rents experienced in 2008-2009. We believe that rents will generally remain flat in the short term with a potential modest upward trend in 2016.

The following chart illustrates market occupancy over the 2005 through 2014 period:

 

The following chart illustrates rental rates over the 2005 through 2014 period:

 

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Denmark Logistics Market

The average industrial market rents have fallen since the 2011 peak, though they are projected to increase slightly in 2015 due to expected economic growth and limited supply in the short term. Economic recovery is being reflected by gradually improving demand for industrial space. Consumer confidence remains robust in Denmark supported by strong labour market, according to Capital Economics. As the Danish economy continues to improve and global economic activity begins to pick up, the Danish logistics market should begin to see accelerated growth. Additionally, Danish port traffic has increased steadily since 2008, indicating a healthy industrial and logistics market and providing significant demand for the corresponding real estate.

The following chart illustrates rental rates in Copenhagen over the 2005 through 2014 period:

 

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BUSINESS

We are a recently formed Maryland corporation that intends to focus on the acquisition, ownership, leasing, management and redevelopment of office and industrial properties located in the Nordics. Our business will be led by Bjarne Eggesbø, who serves as the chief executive officer of our company. Our Company's senior executive officers on average have more than 22 years of investment management experience. Mr. Eggesbø will be supported in his efforts by members of our Manager’s highly experienced real estate industry senior management team and other members of our Manager’s full time professional and administrative staff. Our Manager is a newly formed subsidiary of C-QUADRAT, a European investment management firm with approximately $6 billion of assets under management as of September 30, 2015.

Our primary business objectives are to create cash flow from operations, achieve sustainable long-term growth and provide attractive risk-adjusted returns to our stockholders through stable distributions and capital appreciation.

We plan to aggressively pursue our growth strategy through the acquisition of office and industrial properties in the Nordics. We plan to typically target acquisitions in the $20 million to $40 million range.

Our Manager’s senior management team has provided us access to an extensive pipeline of acquisition opportunities. Our Manager’s senior management team has identified and is in various stages of reviewing in excess of $620 million of potential properties for acquisition, which amount is estimated based on preliminary discussions with sellers or our internal assessment of the values of such properties. Of these potential acquisitions, we have recently entered into non-binding letters of intent for the acquisition of an aggregate of $162 million of properties. We plan to finance our growth through the application of the net proceeds of this offering, together with borrowings we will seek to arrange in the future and, when required, through additional equity and debt offerings. There can, however, be no assurance that we will enter into definitive agreements to acquire or ultimately complete the acquisition of any property in our pipeline.

We target strategically located office and industrial properties across the Nordics that offer the potential to achieve attractive risk-adjusted returns. The properties that we seek to acquire are generally located outside of, but in close proximity to CBDs and near major transportation hubs and corridors and employment centers. We define these areas as infill regions. In addition to infill regions, we target strategically important regional locations that derive their value from unique attributes such as access to transportation corridors, strategic tenant clusters, specific local industry and the effects of long-term government policies such as planned decentralization. We believe that a lack of publicly available market data outside of CBDs decreases the competition for these properties from investors who lack local knowledge and expertise. In selected circumstances and when justified by appropriate return profiles, we also may acquire assets in larger city centers. Our strategy seeks to enhance returns where we believe that our active asset management capabilities have the potential to add value to our shareholders and tenants.

The Nordics are part of a group of only nine countries in the world to maintain a AAA rating from all three leading credit rating agencies ( S&P, Moody’s and Fitch). Sound fiscal management by Nordic governments supports stable credit markets and real property fundamentals in this region. The Nordic Region benefits from low levels of public debt relative to GDP and sound fiscal and public finance policies including stable government spending and gross government debt-to-GDP ratios of 32.6%, 51.7% and 60.3% for Norway, Sweden and Denmark, respectively, in 2014, according to Oxford Economics. The same ratio in 2014 was 62.8% for Germany; 158.3% for Italy; 123.9% for France and 89.4% for the United Kingdom. Oxford Economics projected 2015 GDP growth for Norway, Sweden and Denmark to be 1.0%, 2.7% and 1.8%, respectively, compared to 1.4% for the Eurozone. Importantly, Oxford Economics projected GDP² growth accelerating in 2016 for Sweden and Denmark to 2.9% and 2.0%, respectively, while Norway is expected to experience more subdued GDP growth of 0.7%, compared to 1.8% for the Eurozone. The Nordics are currently experiencing other favorable macroeconomic trends, including low unemployment and rising disposable income per capita. We believe that these and other factors support strong and improving real property fundamentals and provide a compelling opportunity to realize attractive risk-adjusted returns through investment in the Nordic office and industrial real property sectors.

Our strategy focuses on properties leased to high quality counterparties such as Nordic state owned and controlled enterprises, AAA rated sovereign tenants, departments and agencies of Nordic governments and state and municipal government entities in the Nordics. Leases to Nordic government tenants do not ordinarily provide tenants with early termination rights. This contrasts with certain federal and state government leases in the United States,

² The GDP growth is measured in the applicable local currencies for Norway, Sweden and Denmark, while the Eurozone GDP growth is measured in Euro.

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such as those administered by the GSA, under which government tenants retain early termination rights which may be exercised to the extent that funds to cover contractual rental payments are not appropriated for this use. Moreover, in Norway, Sweden and Denmark, municipal and government tenants are not permitted to discharge their financial obligations, including lease obligations, through the bankruptcy process in the absence of a bankruptcy proceeding involving the applicable national government. In addition, our investment strategy will extend to properties leased to other high credit quality corporate tenants, including large public companies with investment grade ratings. Our strategy typically focuses on properties with at least five years remaining on their lease term, 25,000 square feet of leasable area and on new facilities that were constructed after 1980.

According to Atrium, spreads between Nordic property yields and ten year Norwegian, Swedish and Danish government bonds remain near historical highs, suggesting the potential for near term price appreciation across the sector. As additional international capital flows into the region, we expect to see property values increase over time. We believe that the growing Nordic economies, in conjunction with limited new supply, will drive demand for office and industrial space, thereby increasing occupancy, rents and property values in the region.

We have been organized and we intend to elect, and to operate our business so as to qualify, to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our taxable income to the extent that we annually distribute all of our taxable income to stockholders. Our wholly-owned GP subsidiary will serve as the sole manager of, and we will operate our business through, our operating partnership subsidiary, Nordic Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) which will be organized under the laws of the Grand Duchy of Luxembourg upon closing of this offering, as well as other subsidiaries

Our Manager

Our operating partnership will be externally managed by our Manager, a newly formed subsidiary of C-QUADRAT, to whom such power shall be delegated by our GP subsidiary and pursuant to the terms of a management agreement. Our Manager will be responsible for administering our business activities and day-to-day operations, subject to the supervision, direction and oversight of our board of directors.

C-QUADRAT is a leading asset management firm in Europe with over 80 employees in the group. Founded in 1991, C-QUADRAT is listed on both the Frankfurt Stock Exchange and the Vienna Stock Exchange. In the United Kingdom, C-QUADRAT’s subsidiary is C-QUADRAT Asset Management (UK) LLP, which is authorized and regulated by the Financial Conduct Authority with Firm Reference Number 416478. C-QUADRAT operates in 19 countries in Europe and Asia, with offices in Vienna, London, Frankfurt, Geneva and Yerevan. As of September 30, 2015, C-QUADRAT managed more than 70 investment vehicles and had assets under management of approximately $6 billion. In July 2015, C-QUADRAT expanded its asset management to cover the real estate sector through the hiring of Mr. Eggesbø and other members of our Manager’s senior management team.

Mr. Eggesbø, who has more than 18 years of experience in the real estate industry and has completed in excess of $30 billion in real estate acquisitions and financings, was from September 2012 through January 2015, the chief investment officer, and from March 2013 through January 2015, the chief executive officer of Obligo, a Norway-based global asset management firm with approximately $8 billion of assets under management, including approximately $6 billion in real property assets, as of December 31, 2014. More than $3 billion of the real property assets managed by Obligo as of December 31, 2014 were in the Nordics. These assets included three investment vehicles (Etatbygg Holding I AS, or EBH I, Etatbygg Holding II AS or EBH II and Etatbygg Holding III AS, or EBH III.) that focused exclusively on office and industrial properties leased to Nordic government and government-related tenants. According to publicly available information reported by these investment vehicles in their annual reports to shareholders, they together held approximately $680 million in real property assets as of December 31, 2014. As discussed in more detail under “Our Manager and the Management Agreement—Our Manager and the Management Team—Track Record of our Manager’s Management Team,” for the three years ended March 2015, which includes the period that Mr. Eggesbø was the chief investment officer and the chief executive officer at Obligo, these three investment vehicles experienced a weighted average increase in net asset value of approximately 35%, which is based upon the reported net asset value percentage increase for each of these investment vehicles. The information reported by these investment vehicles is presented in Norwegian GAAP, which differs in certain respects compared to U.S. GAAP. See Appendix A for a description of the difference between Norwegian GAAP and U.S. GAAP. Additional historical financial information of these investment vehicles covering the period when Mr. Eggesbø served as

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Obligo’s chief executive officer are included in Appendix A to this prospectus. During the time that Mr. Eggesbø was chief investment officer and chief executive officer of Obligo, the properties owned by these three investment vehicles, and the markets in which they were located, experienced strong occupancy levels and rental rates. See “Market Overview.” Further, the properties owned by these vehicles were leased to Nordic government and government-related tenants, which supported stable and recurring revenues for these vehicles. We believe we will benefit from the substantial track record and broad experience in the Nordic office and industrial market of our Manager’s senior management team as we pursue our business objectives and growth strategies. In addition to EBH I, EBH II and EBH III, Obligo also managed three other investment vehicles which held interests in joint ventures that held a total of 14 Nordic based office and industrial properties. Separate financial information covering the joint ventures has not been provided to investors as part of the regular reporting process for the investment vehicles that hold interests in these joint ventures and therefore is not provided as part of the historical financial information included Appendix A to this prospectus.

The real property assets managed by Obligo also included the following:

• Two investment vehicles organized between 2005 and 2006 that focused primarily on residential properties in Germany which held an aggregate of approximately $1.1 billion in real property assets as of December 31, 2014. The investment vehicles included Boligutleie Holding III AS, or BUH III and Boligutleie Holding IV AS, or BUH IV. BUH III and BUH IV commenced and completed offerings in 2006, with BUH III raising approximately NOK 1.8 billion from approximately 4,500 investors and BUH IV raising approximately NOK 881 million from approximately 4,250 investors. As of December 31, 2014, BUH III owned approximately $800 million of real property assets comprised of 13,800 residential units, of which more than 95% were located in Germany and the remaining properties located in Sweden. As of December 31, 2014, BUH IV owned approximately $318 million of real property assets located in Germany, of which approximately 94% were residential and 6% were senior living facilities based on the market value for such properties. In May 2015, BUH III was sold to Patrizia Immobilien AG. In July 2015, an affiliate of Blackstone Group LP, or Blackstone, agreed to acquire BUH IV's portfolio.

• One investment vehicle organized in 2002 that focused primarily on residential properties in Sweden which held an aggregate of approximately $291 million of interests in a company that owns real property assets, as of December 31, 2014. BUH II received these interests in July 2015 in connection with a merger transaction with D. Carnegie & Co., a Sweden based real estate company, in which BUH II received cash and interests in D. Carnegie & Co. with an aggregate value of approximately $980 million in exchange for its portfolio of approximately 8 million square feet of residential properties in Sweden. In 2004, this investment vehicle, Boligutleie Holding II, or BUH II, commenced and completed an offering that raised approximately NOK 1.6 billion from approximately 6,000 investors. In July 2014, BUH II completed a merger transaction with D. Carnegie & Co. in which BUH II received shares of D. Carnegie & Co. in exchange for its portfolio of approximately 8 million square feet of residential properties in Sweden.

• One investment vehicle organized in 2007 that focused primarily on office and retail properties in the United States which held an aggregate of approximately $49 million in real property assets as of December 31, 2014. In 2007, this investment vehicle, Global Eiendom Vekst 2007, or GEV 07, commenced and completed an offering that raised approximately NOK 418 million from approximately 2,700 investors. As of December 31, 2014, GEU 07's real property assets consisted of one portfolio of properties in the United States (representing approximately 73% of its real property assets by market value) and one portfolio of properties in Sweden (representing approximately 27% of its real property assets by market value). As of December 31, 2014, approximately 73% of GEV 07's real property assets consisted of office properties and approximately 27% consisted of retail properties, in each case based on the market value of such properties. In July 2015, an affiliate of Blackstone agreed to acquire GEV 07's portfolio.

• One investment vehicle organized in 2008 that focused primarily on residential assets in the United States which held an aggregate of approximately $164 million in real property assets as of December 31, 2014. In 2008, this investment vehicle, US Opportunities Fund, or USO, commenced and completed an offering that raised approximately NOK 560 million from approximately 6,700 investors. As of December 31, 2014, USO's real property assets consisted of eight portfolios of properties in the United States. As of December 31, 2014, approximately 76% of USO's real property assets consisted of residential properties and approximately 24% consisted of other properties including land, in each case based on the market value of such properties.

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Unless otherwise indicated, the information set forth above is based on publicly available information reported by these investment vehicles in their annual reports to shareholders for the year ended December 31, 2014. During the time that Mr. Eggesbø was chief investment officer and chief executive officer of Obligo, the investment vehicles described above did not experience any major adverse business development or conditions. Although outside of our target investment strategy, we believe that Mr. Eggesbø’s experience in these related asset types will broaden our senior management team's perspective as it pursues growth opportunities for our business.

Market Opportunity

We will seek to acquire properties primarily in Norway, Sweden and Denmark. According to the World Bank, the 2014 GDP per capita in Norway, Denmark and Sweden of $98,096, $60,728 and $59,013, respectively, would have represented the second-, fourth- and fifth-highest in the Eurozone (if Norway, Sweden and Denmark were part of the Eurozone). According to Atrium, the Nordic Region benefits from stable or increasing employment levels, low levels of public debt to GDP ratios, sound fiscal and public finance policies, including stable government spending, with balanced views on private and public interests. The Norwegian, Swedish and Danish banking sectors remain stable after years of government induced proactive financial oversight measures.

According to Atrium, driven by projected increases in economic growth, as well as increases in global and intra-region exports, the Nordic Region’s GDP growth is expected to outperform that of the Eurozone over the next two years. Norway relies primarily on its oil related revenues to support continued fiscal stimulus and stability. Norway’s oil and gas reserves account for nearly one third of total government revenues and the country is a net lender. Sweden relies primarily on its diversified manufacturing and services industries. International demand for Sweden’s goods and services is expected to be the primary catalyst for near term economic growth.

According to Eurostat, population growth in Norway and Sweden has been strong, and the region as a whole benefits from a large and growing regional population with significant spending power. Furthermore, both countries benefit from a highly educated workforce, high levels of labor force participation and unemployment rates well below that of the broader set of Eurozone countries. Norway and Sweden rank high in terms of quality of life considerations and ease of doing business relative to the same broader set. Economic stability and growth prospects in both countries continue to attract businesses seeking to expand their geographic footprint. In addition, strong population growth coupled with reasonably stable employment levels are expected to result in increasing demand for additional leasable space from both public and private sector tenants. The overall trend is evident in the strong tenant demand for higher quality premises, which has translated into rising rental rates and property values in the past few years.

Commercial property values throughout Europe declined during the recent financial crisis. The Nordic countries, however, and in particular Norway and Sweden, were relatively less affected by the economic downturn compared to the broader set of Eurozone countries. According to Atrium, property values in the region are expected to increase over the near to medium term.

Property market indicators in the Nordics suggest that demand for office and industrial space is increasing in locations outside of CBDs while supply and new development in these areas remain limited, which is expected to translate into increased rental rates and property values in the long term. To take advantage of these trends, we expect to be an active buyer of office and industrial properties in the Nordics.

Property Market

The Nordic property market is currently the third largest market in Europe (behind the United Kingdom and Germany) based on investment volume.

We believe the Nordic property market is currently exhibiting the following characteristics:

• During the 12-month ended June 30, 2015, the Nordic property market saw transaction volume of $37.8 billion¹, an increase of 67% compared to the year ended June 30, 2014, with local investors accounting for the majority of the investment capital in Sweden and Denmark, while international investors were more present in Norway accounting for approximately half of the total investment volume.

• The Swedish property market is generally viewed as experiencing a period of sustained growth, while the Danish and Norwegian property markets are projected to experience more subdued growth in the near term.

¹ Local currency figures converted using the exchange rate as of June 30, 2015, sourced from Bloomberg.

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• The spreads between Nordic property yields and ten-year Norwegian, Swedish and Danish government bonds remain high, suggesting the potential for near term price appreciation across the sector.

• Financing rates across the Nordics have become increasingly favorable for real estate with projected rates expected to fall in the near term, as a result of projected cuts in central bank key policy rates across the Nordic Region.

We believe that many investors in the Nordic property market are attempting to decipher whether the global crisis, and in particular the European crisis, has been adequately resolved or if the signs of recovery are simply temporary. Meanwhile, we believe that increased appetite for core properties in CBDs located in the Nordics has resulted in aggressive pricing and capitalization rate compression.

We view the Nordic property market as experiencing a gradual shift towards decentralization that is in part attributable to explicit government decentralization strategies. We believe, and property market indicators suggest, that demand for office and industrial space in Norway and Sweden is increasing while supply and new development remains limited. As a result, we expect that rental rates and property values will increase in these areas. Despite increased participation by foreign investors, particularly in CBD locations, we believe that the combination of capitalization rate compression in CBD locations and a finite supply of core properties within the Nordics will temper foreign investor motivation. We expect that investment activity in non-CBD locations will continue to be driven by local investors, generally limiting competition for acquisitions and investment.

We believe that Nordic office and industrial properties generally exhibit high yield resilience. With longer duration leases, especially to government or other creditworthy tenants, we believe that these properties offer an alternative investment opportunity that is partly linked to the fundamental fiscal health of the public sector. Nonetheless, accessing the Nordic debt markets to invest in these property sectors remains challenging for many investors. We believe that this challenge is primarily related to the inability of Nordic borrowers and investors to demonstrate the required platform, size and operational expertise in working with government and other creditworthy tenants to adapt and improve upon properties for better alignment with the specific business needs of such tenants. To further amplify the challenge, most local and regional lenders within the Nordics have limited experience lending against purpose-built real estate, where the value of the underlying property and the credit quality of the loan are directly tied to the business needs of a single or a few tenants. We therefore believe that well-capitalized investors with access to a range of financing sources will be well-positioned to take advantage of opportunities that exist to acquire properties in the Nordics.

Political Stability

We believe that the Nordic countries benefit from stable political environments. Norway, Sweden and Denmark are constitutional monarchies, where the heads of state have no real political power, but rather serve in symbolic and ceremonial capacities, while a democratically elected parliament wields the vast majority of power and is responsible for the nation’s governance. These countries have comparatively strong election turnout and we believe the political differences between the primary parties are generally not material. The Nordic countries generally share a strong emphasis on the welfare state and social benefits are on average higher than those in other European economies.

Sweden and Denmark are part of the European Union, but have not adopted the euro currency. Norway is part of the European Economic Area, enabling it to participate in the European Union’s internal market without being a member of the European Union. The Nordics have a relatively large, but well-functioning, public sector. The region became known for high levels of taxation and growing public sectors in the 1970s and 1980s. Since then, however, tax rates have declined in the region and the public sector has generally been reduced to today’s more sustainable level, and of a similar level to other European countries.

We believe the Nordic consensus-driven policy-making environment has helped the governments sustain higher public spending, while simultaneously allowing for budget surpluses to be maintained. Much of the public spending is focused on: (i) having a high percentage of the labor force employed within the public sector; (ii) government’s responsibility for healthcare and education and (iii) a generous social security system. Public confidence in the Nordic governments’ policies combined with general voter support for spending in these areas has enabled successive governments to plan around a long-term fiscal framework. We believe long-term planning to be an essential component to reducing both political and financial instability.

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We believe the Nordic countries’ abilities to carry out pension system reforms, generally well ahead of those in other economies, have indirectly assisted in creating political stability. Over the past few years, the Nordic countries have worked to adjust their respective pension systems’ funding. In particular, Sweden reformed its pension system away from an expensive defined-benefit system to a defined-contribution system in an effort to contain costs amid an aging population base. Denmark has also accumulated large pension assets, which, according to the OECD, represented approximately 48.6% of GDP in 2014. In general, we believe the pension systems within the Nordics compare favorably with the largely pay-as-you-go systems still prevalent in most other advanced global economies.

We believe that prudent fiscal management and political stability over time have gradually positioned the Nordic countries into the relatively favorable ratings positions they enjoy today. The system of the welfare state has recently been dubbed “the next supermodel” by publications such as The Economist. We believe the Nordic countries’ budgetary discipline leading up to the most recent global financial crisis that ensued in 2008 afforded them a comparatively low pre-crisis government debt-to-GDP ratio as compared to the median of other Aaa-rated economies at the time, as shown in the chart below.

We believe that the Nordic countries’ healthy position at the onset of the 2008 global crisis subsequently paved the way for a variety of stimulus programs that did not radically impact fiscal sustainability. Therefore, in the aftermath of the recent global recession, we believe that the Nordic countries have fared relatively well. We believe that the Nordic central banks have been successful in credit-risk management over the past five years because of the market’s confidence in the Nordic countries’ political stability.

Our Competitive Strengths

We believe that we will have the following competitive strengths:

• Strong and Stable Target Markets.   Our primary target markets are in the Nordics, which are part of a group of only nine countries in the world to currently have a AAA rating from all three leading credit rating agencies (S&P, Moody’s and Fitch). According to the World Bank, the 2014 GDP per capita in Norway, Denmark and Sweden of $98,096, $60,728 and $59,013, respectively, would have represented the second-, fourth- and fifth-highest in the Eurozone (if Norway, Sweden and Denmark were part of the Eurozone). We believe that the Nordics currently exhibit strong macroeconomic fundamental trends with low sovereign debt to GDP borrowing ratios, strong population growth and low unemployment and rising disposable income per capita. Each of Norway, Sweden and Denmark maintains a separate sovereign currency from the euro and has full control over monetary policy, which we believe affords each nation greater control over government spending and fiscal policy compared to nations in the Eurozone.

• Focus on Nordic Government and High Credit Quality Corporate Tenants.   Our business strategy will focus on leasing properties to Nordic state owned and controlled enterprises, AAA rated sovereign tenants, departments and agencies of Nordic governments and state and municipal government entities in the Nordics. In Norway, Sweden and Denmark, municipal and government tenants are not permitted to discharge their financial obligations, including lease obligations, through a bankruptcy process in the absence of a bankruptcy proceeding involving the applicable national government. In addition, our investment strategy will extend to high credit quality corporate tenants, including large public companies with investment grade ratings. The tenants we are targeting also tend to prefer longer term leases and tend to remain in their properties for longer periods of time compared to other types of tenants. We believe that our targeted tenant base will support a recurring and dependable revenue base from the properties that we expect to acquire and will support our objective of delivering attractive risk adjusted returns to our stockholders.

• Our Manager’s Experienced Senior Management Team with Broad Capabilities; Strong Relationships with High Quality Tenants.   Members of our Manager’s senior management team collectively possess a combination of skills that we believe is superior to other Nordic real estate market participants. In addition to local property market expertise, our Manager’s senior management team has substantial experience in global finance and capital markets, cross border transactions and structuring. We believe combining local real estate knowledge with a global perspective and sophisticated finance and capital markets expertise gives us a competitive advantage. We believe that our Manager’s senior management team’s experience in providing full service real estate solutions for tenants will enable us to understand and anticipate tenant needs, leading to high occupancy rates, tenant retention and consistent property level cash flow.

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• Our Manager’s Senior Management Team’s Track Record of Success.   Our chief executive officer was, from September 2012 through January 2015, the chief investment officer, and from March 2013 through January 2015, the chief executive officer of Obligo, a Norway-based global asset management firm with approximately $8 billion of assets under management, including approximately $6 billion in real property assets, as of December 31, 2014. More than $3 billion of the real property assets managed by Obligo as of December 31, 2014 were in the Nordics. These assets included three investment vehicles that focused exclusively on office and industrial properties leased to Nordic government and government-related tenants. According to publicly available information reported by these investment vehicles in their annual reports to shareholders, they together held approximately $680 million in real property assets as of December 31, 2014. As discussed in more detail under “Our Manager and the Management Agreement—Our Manager and the Management Team—Track Record of our Manager’s Management Team,” for the three years ended March 2015, which includes the period that Mr. Eggesbø was the chief investment officer and the chief executive officer at Obligo, these three investment vehicles experienced a weighted average increase in net asset value of approximately 35%, which is based upon the reported net asset value percentage increase for each of these investment vehicles. The information reported by these investment vehicles is presented in Norwegian GAAP, which differs in certain respects compared to U.S. GAAP. See Appendix A for a description of the difference between Norwegian GAAP and U.S. GAAP. Additional historical financial information of these investment vehicles covering the period when Mr. Eggesbø served as Obligo’s chief executive officer are included in Appendix A to this prospectus. We believe we will benefit from the substantial track record and broad experience in the Nordic office and industrial market of our Manager’s senior management team as we pursue our business objectives and growth strategies. In addition, see “Business — Our Manager” and Appendix A for a description of additional investment vehicles managed by Obligo that focused primarily on other real property types and jurisdictions.

• Broad Industry Contacts to Drive Acquisition Opportunities.   We expect to grow our business by being an active buyer of office and industrial properties in the Nordics. Our Manager’s senior management team has established and maintains a broad, in place network of property owners, tenants and brokers in our target markets from which they expect to identify and evaluate acquisition and leasing opportunities. We believe that substantial immediate and long term opportunities exist in the Nordic property market, particularly in non-CBD locations in close proximity to major Nordic cities, as well as certain key areas of regional Norway, Sweden and Denmark. Many of the properties in our intended portfolio are located in these areas, and we intend to leverage the local market knowledge and relationships of our Manager’s senior management team to be an active participant in both off market and marketed opportunities. We believe that these relationships and local market knowledge will provide us with a competitive advantage over other investors, particularly foreign capital attempting to invest in similar assets. In addition, we will seek to take advantage of strategic acquisition opportunities through partnerships with local and regional property developers and operators in the Nordics to expand and diversify our portfolio and improve our overall financial performance. Finally, within the Nordic market, we will be unique by virtue of our corporate governance profile and our structure as a U.S.-listed REIT. We believe that this, combined with our access to U.S. and other capital markets and liquidity, will make us an attractive counterparty for transacting with sellers, lenders and tenants.

• Scalability of Platform.   We believe that our Manager’s senior management team has the ability and processes in place to handle a growing number of properties and accommodate growth. We expect to explore property acquisitions in both existing and new markets in the Nordics to build our portfolio. We believe that the collective experiences of our Manager’s senior management team will allow us to successfully acquire, integrate and operate properties in existing and new markets quickly and efficiently.

• Alignment of Interests with our Manager.   We have structured our relationship with our Manager so that our interests and the interests of our stockholders are closely aligned with those of our Manager and C-QUADRAT over the long term. Upon completion of this offering, C-QUADRAT will own a total of $3.0 million of shares of our common stock or OP shares representing approximately 3.72% of our total outstanding shares of common stock on a fully diluted basis. Our Manager’s senior management team and our directors will receive an aggregate of 175,000 shares of restricted common stock or equity interests in our operating partnership (including LTIP or related units) in connection with the completion of this offering. In addition, we have structured our arrangement with our Manager to provide for incentive

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distributions if our performance exceeds a specified threshold. We expect that the ownership interest in us held by C-QUADRAT, our Manager’s senior management team and by our directors and the incentive compensation structure will ensure that the interests of C-QUADRAT, our Manager and its key personnel are aligned with those of our stockholders in connection with the future growth and operation of our business. In addition, our management agreement provides that we will be the exclusive vehicle sponsored by C-QUADRAT group that is acquiring, owning, leasing, managing and redeveloping office and industrial properties located in the Nordics.

Our Business Objectives and Growth Strategies

Our primary business objectives are to create cash flow from operations, achieve sustainable long term growth and provide attractive risk adjusted returns to our stockholders through stable distributions and capital appreciation. Our business strategy consists of the following principal elements:

• Capitalize on Acquisition Opportunities in the Nordic Market.   We intend to take advantage of what we believe is an attractive market opportunity to invest in the public and private sector of commercial real estate in the Nordics. Government policy and spending is a significant and stable driver of economic activity in the Nordics. We believe there is a substantial investment opportunity to acquire strategically located properties leased primarily to governments, government sponsored or controlled enterprises, government agencies within the Nordics and other investment grade tenants. We believe, and property market indicators suggest, that demand for office and industrial space in the Nordics is increasing while supply and new development remains limited. As a result, we expect that rental rates and property values in these areas will increase over the near to medium term. To take advantage of these trends, we expect to be an active buyer of office and industrial properties in the Nordics. We believe the most attractive risk adjusted returns are available in, and therefore intend to focus our acquisition activity on, prime logistics markets and strategic office locations, including in major cities in areas outside of, but in close proximity to, CBDs, as well as in regional cities that exhibit significant public and private commercial and industrial activity due to their unique attributes such as access to transportation corridors, strategic tenant clusters, specific local industry and the effects of long-term government policies such as decentralization. We believe that a lack of publicly available market data outside of CBDs decreases the competition for these properties from investors who lack local knowledge and expertise. In selected circumstances and when justified by appropriate return profiles, we also may acquire assets in larger city centers. Our strategy seeks to enhance returns where we believe that our active asset management capabilities have the potential to add value to our shareholders and tenants.

• Seek Opportunities Based on Industry Relationships Deal Flow.   We believe that our Manager’s senior management team will provide us with access to an extensive pipeline of acquisition opportunities. We believe that this access will generate attractive investment opportunities through which we can grow our business and increase value for our stockholders. We believe our Manager’s senior management team’s experience and reputation with this property type make us an attractive counterparty and should position us to capture acquisition opportunities. We believe that access to real estate investment opportunities sourced by our team, as well as the breadth of relationships our Manager’s senior management team has established throughout the Nordic real estate industry, will generate attractive investment opportunities through which we can grow our business and increase value for our stockholders.

• Utilize our Operating Partnership to Facilitate Tax Deferred Acquisitions and for Alternative Capital Raising.   We will operate our business through our operating partnership which will be organized under the laws of the Grand Duchy of Luxembourg prior to the closing of this offering. We anticipate that our operating partnership will be structured so that its common shares are economically equivalent to our shares of common stock and will be redeemable for cash in an amount equal to the value of economically equivalent shares of our common stock or, at our option, exchangeable for our shares of common stock on a one-for-one basis. The structure of our operating partnership will provide us with opportunities to acquire Nordic-based real properties in tax deferred transactions, using the shares of our operating partnership as currency for such acquisitions, which we believe will support our acquisition strategy. The existence of our operating partnership will also provide us with opportunities to raise capital by issuing shares in our operating partnership to Nordic-based and other non-U.S. institutional investors who may prefer to invest in our company other than directly in the shares of a US REIT (which would subject such investors to withholding tax in the United States).

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Our Acquisition Targets

Our Manager’s senior management team is actively pursuing an extensive pipeline of acquisition opportunities for us that includes in excess of $620 million of potential properties. These potential acquisitions are in various stages of our Manager’s review process, which categorizes assets in our pipeline as follows: (i) properties for which we have entered into a non-binding letter of intent with the seller, which represent approximately $162 million of our pipeline and include the properties set forth in the table below; (ii) properties for which we have made a conditional offer to acquire, subject to our completion of due diligence and the satisfaction of other conditions, which represent approximately $205 million of our pipeline and include the portfolio described below; (iii) properties for which our Manager has engaged in preliminary discussions with the sellers and has commenced an initial due diligence review process, which represent approximately $255 million of our pipeline as described below; and (iv) properties that we have agreed to acquire from the seller, subject only to the satisfaction of customary closing conditions, of which there are none in our pipeline.

We have not entered into binding commitments with respect to any of the properties in our pipeline, and the pricing and terms of such transactions are subject to negotiation and ongoing due diligence and, therefore, we do not believe any of these transactions are probable as of the date of this prospectus. All of the properties in our pipeline are currently owned by unaffiliated third parties. Facilitating any acquisition under evaluation into a binding commitment with the seller is influenced by many factors including the existence of other competitive bids, the satisfactory completion of due diligence, regulatory or lender or other approvals, if required and in some cases is subject to our arranging for mortgage debt for the acquisition. Accordingly, there can be no assurance that we will enter into definitive agreements to acquire or ultimately complete the acquisition of any property in our pipeline on the terms currently anticipated, or at all, and we cannot predict the timing of any potential acquisitions if any are completed.

Properties subject to non-binding letters of intent

As of the date of this prospectus, we have entered into non-binding letters of intent to acquire seven properties, as described in the following table and descriptions below. The following table and descriptions are based on information provided to us by the sellers of these properties.

Location	Year Built/ Renovated(1)	Property Type	Number of Buildings		Leaseable Sq. Ft.		% Leased	Number of Tenants		Weighted Average Lease Term(2)		Gross Purchase Price (dollars in millions)		Annual Base Rent (dollars in thousands)(3)		Major Tenant Type
Rogaland, Norway	2013	Office		3		153,386	100.0%		8		7.9		41.2		2,952	Corporate
Akershus & Others, Norway	1960, 2008	Industrial		6		350,559	100.0%		5		15.2		34.7		2,882	Corporate
Nordland, Norway	2009	Office		1		79,416	100.0%		5		10.2		27.4		2,054	Government
Rogaland, Norway	2010	Office		1		91,353	100.0%		3		9.1		21.5		1,572	Corporate
Hedmark, Norway	2001	Industrial		1		130,588	100.0%		1		4.7		13.8		1,045	Government
Akershus, Norway	1983, 2010	Industrial		2		84,852	100.0%		2		14.7		13.0		876	Corporate
Nordland, Norway	1989, 2001, 2004	Office/Industrial		3		62,958	100.0%		1		10.0		10.6		821	Government
Total/ Weighted Average				17		953,111	100.0%		25		11.3		162.3		12,140

(1) Renovation means significant upgrades, alterations or additions to building interiors, exteriors or systems.

(2) Represents average lease term remaining as of September 30, 2015 and weighted by leaseable square feet.

(3) Represents annual base rent under leases for the year ended December 31, 2015.

Office Building – Rogaland, Norway.   This property includes a 153,386 square foot office building and a 121,729 square foot land plot containing parking spaces with availability and zoning to construct a third building on the premises. The building is located in a professional business park located in a major commercial area in western Norway. The building benefits from access to major transportation routes and proximity to Norway’s largest port, currently one of the leading ports in the northern Atlantic Ocean. Constructed in 2013, this building is 100% leased to eight professional tenants in the legal, accounting and engineering industries. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for exterior maintenance, common area maintenance, property taxes and building insurance. The leases also provide for annual rental increases, which are indexed to 100% of the annual change in national CPI. The building is Building Research

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Establishment Environmental Assessment Methodology, or BREEAM, certified. As of September 30, 2015, the leases at this property had a weighted average lease term of approximately 7.9 years, or approximately 17.2 years, if the tenants exercise their extension options.

Logistics/Industrial Portfolio – Akershus and others, Norway.   This six-asset portfolio comprises 350,559 square foot of logistics and industrial space. The properties are located between 20 minutes and 3.5 hours south and south west of Oslo and close to the main highways. Constructed and renovated between 1960 and 2008, the portfolio is 100% leased to five tenants, primarily focused on engineering services, manufacturing and assembly for various industries. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases also provide for annual rent increases, which are indexed to 100% of the annual change in national CPI. As of September 30, 2015, the leases at this building had a weighted average lease term of approximately 15.2 years.

Office Building – Nordland, Norway.   This transaction relates to the purchase of an office building in the central business district area, in close proximity to residential and retail centers, in a regional city in northern Norway. The property includes 79,416 square feet of leasable space. Constructed in 2009, this building is leased to five tenants. The two main tenants are government tenants whose existing leases contributed approximately 89% of rental revenue in 2015. The leases are structured where tenants are responsible for utilities and internal maintenance while the landlord is responsible for property taxes and building insurance. The leases also provide for annual rental increases, which are indexed to 100% of the annual change in national consumer price index, or CPI. In conjunction with this acquisition, we may seek to assume a