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Nuveen Real Estate Exchange LLC

About the Nuveen Real Estate Exchange (“NREX”)

NREX is a sponsor of a Delaware Statutory Trust (DST) offering that is designed to provide Internal Revenue Code (IRC) Section 1031 replacement property to investors once they have sold a certain qualified property. Investment interest in NREX’s DST is limited to accredited investors only.1

NREX seeks to provide a path for investors to potentially exchange, on a tax deferred basis, an active investment in appreciated real estate for a passive investment into a portfolio of institutional-grade properties.

 

Overview – 1031 UPREIT program

1031 UPREIT programs leverage and combine the tax-advantages offered by a number of existing federal and state tax codes, as well as a structure called a Delaware Statutory Trust (DST).

A 1031 UPREIT program allows for accredited investors to exchange eligible real estate for beneficial interests in a DST in a tax-deferred exchange under IRC Section 1031.

Then, those DST interests may be acquired by a partnership for interests in that partnership in a tax-deferred contribution under IRC Section 721. That partnership (the “Operating Partnership”) houses the real estate portfolio of a Real Estate Investment Trust, or REIT.

The Operating Partnership may then acquire the DST interests by exercising an option for their then-fair market value (the “FMV Option”) in exchange for ownership interests in the Operating Partnership (“OP Units”) of the same value. The FMV Option is only exercisable after a certain amount of time has passed (typically, after all holders of DST interests have held them for at least two years).2

Timeline – 1031 UPREIT program

An investor has 180 days to complete a 1031 Exchange. As a first step, the investor must set up an account with a Qualified Intermediary before closing on the sale of their property. Once the investor’s property has been sold, the Qualified Intermediary retains the sale proceeds. The investor then has 45 days to identify potential replacement properties (either (1) up to 3 potential properties or (2) an unlimited number of properties with an aggregate FMV of no more than 200% of the FMV of the relinquished property) and must complete the exchange within 180 days of the sale date. After all investors have held interest in the DST for at least two years, the investor may, at the election of the Operating Partnership, receive OP Units (if the FMV Option is exercised).4

1 Accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

2 The FMV Option may or may not be exercised. Therefore, investors should acquire DST interests with the understanding that they may not ultimately receive OP Units.

Nuveen Real Estate as of 31 Dec 2024. Staff numbers are calculated on a pro rata basis. There can be no assurance that professionals currently employed by Nuveen Real Estate (NRE) will continue to be employed by NRE or that performance of any such professional serves as an indicator of future performance.

The FMV Option may or may not be exercised. Therefore, investors should acquire a beneficial interest in a DST with the understanding that they may not ultimately receive OP Units.

This communication includes a brief and general description of Section 721 and Section 1031 of the Internal Revenue Code. Transactions structured pursuant to these provisions are complex. All investors should consult their own tax advisors regarding the structuring of these transactions and their tax consequences as applicable to their particular circumstances.

This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor's objectives and circumstances and in consultation with their financial advisors. Financial professionals should independently evaluate the risks associated with products or services and exercise independent judgment with respect to their clients.

Alternative investments, including investments in real estate investment trusts, 1031 UPREIT programs and Delaware Statutory Trusts, are speculative and involve a high degree of risk, including risk of loss of entire investment.  Alternative investments such as those described herein involve complex tax structures and investment strategies,  contain restrictions on transfer and are illiquid with no secondary market, and may be subject to high fees and expenses, which will reduce profits.  There can be no assurance that any alternative investment program’s objectives will be achieved.  Diversification does assure performance or protect against loss. 

Nuveen, LLC provides investment solutions through its investment specialists. Securities offered through Nuveen Securities, LLC.

This material may contain “forward-looking” information that is not purely historical in nature. Such information may include projections, forecasts, estimates of yields or returns, and proposed or expected portfolio composition. Moreover, certain historical performance information of other investment vehicles or composite accounts managed by Nuveen may be included in this material and such performance information is presented by way of example only. No representation is made that the performance presented will be achieved, or that every assumption made in achieving, calculating or presenting either the forward-looking information or the historical performance information herein has been considered or stated in preparing this material. Any changes to assumptions that may have been made in preparing this material could have a material impact on the investment returns that are presented herein by way of example.

The information and opinions contained in this material are derived from proprietary and non-proprietary sources, are not necessarily all-inclusive and are not guaranteed as to accuracy. There is no guarantee that any forecasts made will come to pass.

Past performance is not a guide to future performance. Investment involves risk, including loss of principal. The value of investments and the income from them can fall as well as rise and is not guaranteed.

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