Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

As of the date of this filing, the Company has evaluated subsequent events and determined that, except as disclosed herein, no events have occurred which would require an adjustment to or additional disclosure in the consolidated financial statements.

Amended and Restated Advisory Agreement

On March 19, 2024, the Company entered into an amended and restated advisory agreement (the “Amended and Restated Advisory Agreement”) by and among the Company, EQRT OP and the Adviser. The Amended and Restated Advisory Agreement reflects the addition of the Class A-I and Class A-II shares and the different management fees associated with such shares. See “—Charter Amendment and Articles Supplementary” below regarding the designation of Class A-I and Class A-II shares. The Company will pay the Adviser a management fee of 0.50% of the aggregate NAV represented by the Company’s Class A-I shares per annum payable monthly in arrears and a management fee of 0.90% of the aggregate NAV represented by the Company’s Class A-II shares per annum payable monthly in arrears.

The Amended and Restated Advisory Agreement modifies the previous Advisory Agreement dated July 31, 2023 to clarify that the Adviser will advance on behalf of the Company certain of the Company’s general and administrative expenses through the earlier of (i) the first date that the aggregate NAV of the Company’s outstanding shares of common stock, along with EQRT OP units held by parties other than the Company, reaches $500 million and (ii) March 19, 2025, which is one year from the date on which the Company broke escrow in the Offering, rather than one year from the commencement of the offering, as stated in the previous Advisory Agreement. The Amended and Restated Advisory Agreement clarifies

that such advanced general and administrative expenses will be reimbursed by the Company in 60 equal monthly installments commencing with the first month following such date.

The Amended and Restated Advisory Agreement amends the organization and offering expenses payable or reimbursable by the Company to provide that the Company will pay or reimburse the Adviser or the Dealer Manager for expenses of employees of the Dealer Manager incurred in the performance of wholesaling activities in the Company’s offerings, including but not limited to business entertainment expenses, travel, meal and lodging expenses incurred in connection with attending retail seminars sponsored by selected dealers, meetings with selected dealers and potential selected dealers or other conferences in connection with the Company’s offerings. The Adviser continues to be responsible for the payment of wholesaling compensation expenses of persons associated with the Dealer Manager without reimbursement from the Company.

Purchase and Sale Agreement for Georgetown Property

On March 20, 2024, the Company, through an indirect subsidiary (the “Buyer”), acquired a 449,642 square foot light manufacturing and distribution warehouse facility on approximately 55 acres of land in Georgetown, Texas (the “Georgetown Property”). The Georgetown Property, constructed in 2023, is 100% leased to a single tenant. On December 21, 2023, the Adviser entered into a purchase and sale agreement, as subsequently amended, with Longhorn Junction Owner (TX), LP (the “Seller”), an affiliate of Portman Holdings, to acquire the Georgetown Property. The Seller is not affiliated with the Company or the Adviser. On March 20, 2024, the Adviser assigned the purchase and sale agreement to the Buyer for $1,500,000, which was the amount of the deposit under the purchase and sale agreement. The Adviser advanced $103,602 of closing costs on the Company's behalf for this acquisition. The Company repaid the Adviser for the deposit and advanced closing costs on March 20, 2024.

The purchase price of the Georgetown Property was $60,932,800, exclusive of closing costs. The Company funded the acquisition of the Georgetown Property with proceeds from the sale of Class E units of EQRT OP to EQT Exeter Holdings.

Property Management Agreement

In connection with the acquisition of the Georgetown Property, on March 20, 2024, the Company, through the Buyer, entered into a property management agreement with Exeter Property Group Advisors, LLC (the “Property Manager”), an affiliate of the Adviser (the “Property Management Agreement”). The Property Management Agreement has a term through the end of the 2024 calendar year and will be renewed automatically for successive one year periods unless terminated by either party, giving the other party notice not less than thirty (30) days prior to the expiration of the then-current term. Pursuant to the Property Management Agreement, the Company will pay the Property Manager management fees equal to the lesser of the then-current market rate for services provided and the amount of such fee per the terms of the tenant lease. The Company will pay the Property Manager leasing commissions based on the then-current market rate; provided if the tenant is represented by a broker, the aggregate commissions would be no more than the then-current market rate. The Company will reimburse the Property Manager for all reasonable and actual expenditures.

Second Amended and Restated Limited Partnership Agreement of EQRT OP

On March 19, 2024, the Company entered into a Second Amended and Restated Limited Partnership Agreement of EQRT OP (the “Amended Operating Partnership Agreement”) by and among the Company, the Special Limited Partner and the other limited partners thereto in order to update certain terms related to the redemption of Class E units (i) issued to the Adviser and its affiliates and their officers and employees in connection with the Sponsor Committed Amount, (ii) issued in connection with the performance participation interest in EQRT OP and (iii) issued in lieu of management fees payable pursuant to the Advisory Agreement among the Company, EQRT OP and the Adviser.

The Amended Operating Partnership Agreement also reflects the addition of Class A-I and Class A-II units of the EQRT OP. The terms of the Special Limited Partner’s performance participation allocation are the same for Class A-I and Class A-II units as for Class T, Class S, Class D and Class I units.

Sponsor Subscription Agreement and Escrow Break

On March 19, 2024, the Company entered into a subscription agreement (the “Sponsor Subscription Agreement”) with EQT Exeter Holdings which permits the Company to issue and sell to EQT Exeter Holdings an aggregate of $200,000,000 in Class E shares of the Company’s common stock or Class E units of EQRT OP, or a combination thereof, provided that EQT Exeter Holdings may invest a smaller amount to the extent the reduction is offset by investments by other affiliates of the Sponsor and their officers and employees. On March 19, 2024, pursuant to the terms of the Sponsor Subscription

Agreement, EQRT OP issued 6,220,000 Class E units to EQT Exeter Holdings for an aggregate purchase price of $62,200,000, or $10.00 per unit.

With EQT Exeter Holdings’ investment in units of EQRT OP, the Company satisfied the minimum offering requirement for all jurisdictions other than Pennsylvania and the Company’s board of directors authorized the Company to break escrow in the Offering.

Charter Amendment and Articles Supplementary

On March 20, 2024, the Company filed Articles of Amendment (the “Articles of Amendment”) to the Company’s Articles of Amendment and Restatement, dated June 20, 2023 (the “Charter”) with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 2,300,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 2,200,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the “Articles Supplementary”) to the Charter, pursuant to which the Company classified and designated 50,000,000 authorized but unissued shares of Class A-I common stock and 50,000,000 authorized but unissued shares of Class A-II common stock.

Share Repurchase Plan Amendment

Effective as of March 18, 2024, the Company’s board of directors amended the share repurchase plan to (i) reflect updates to the terms of repurchase of Class E shares or Class E units and (ii) to reflect the addition of Class A-I shares and Class A-II shares.

Amended and Restated Distribution Reinvestment Plan

In connection with the designation of the Class A-I shares and Class A-II shares, effective as of March 18, 2024, the Company’s board of directors approved the Amended and Restated Distribution Reinvestment Plan to reflect the addition of Class A-I shares and Class A-II shares.

Valuation Guidelines Amendment

On March 18, 2024, the Company’s board of directors amended the Company’s valuation guidelines to specify the first calculation of the Company’s NAV after breaking escrow, to clarify that unvested restricted Class E shares are excluded from the NAV calculation and to reflect the addition of Class A-I shares and Class A-II shares.