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UNITED STATES SECURITIES
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OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity | ||
CIK (Filer ID Number) | Previous Name(s) o None | Entity Type |
0001625941
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Logistics Property Trust Inc.
LOGISTICS PROPERTY TRUST INC.
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer | ||
INDUSTRIAL LOGISTICS REALTY TRUST INC.
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Jurisdiction of Incorporation/Organization | ||
MARYLAND | ||
Year of Incorporation/Organization | |||
o | Over Five Years Ago | ||
x | Within Last Five Years (Specify Year) | 2014 | |
o | Yet to Be Formed |
2. Principal Place of Business and Contact Information | ||||
Name of Issuer | ||||
INDUSTRIAL LOGISTICS REALTY TRUST INC. |
Street Address 1 | Street Address 2 | ||
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
Denver | COLORADO | 80202 | 303-228-2200 |
3. Related Persons |
Last Name | First Name | Middle Name |
Merriman, III | Dwight | L. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | x | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Chief Executive Officer and Director. |
Last Name | First Name | Middle Name |
Zucker | Evan | H. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | x | Executive Officer | x | Director | x | Promoter |
Clarification of Response (if Necessary) | |
Chairman and Director, Sponsor |
Last Name | First Name | Middle Name |
Burton | Marshall | M. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Independent Director |
Last Name | First Name | Middle Name |
Moore | Stanley | A. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Independent Director |
Last Name | First Name | Middle Name |
Hagestad | John | S. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Independent Director |
Last Name | First Name | Middle Name |
Duke | Charles | B. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | x | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Independent Director |
Last Name | First Name | Middle Name |
McGonagle | Thomas | G. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | x | Executive Officer | o | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Chief Financial Officer |
Last Name | First Name | Middle Name |
Widoff | Joshua | J. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | x | Executive Officer | o | Director | o | Promoter |
Clarification of Response (if Necessary) | |
Executive Vice President, Secretary and General Counsel |
Last Name | First Name | Middle Name |
Mulvihill | James | R. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | o | Director | x | Promoter |
Clarification of Response (if Necessary) | |
Sponsor |
Last Name | First Name | Middle Name |
Blumberg | John | A. |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | o | Director | x | Promoter |
Clarification of Response (if Necessary) | |
Sponsor |
Last Name | First Name | Middle Name |
ILT Advisors LLC | n/a |
Street Address 1 | Street Address 2 |
518 Seventeenth Street | 17th Floor |
City | State/Province/Country | ZIP/Postal Code |
Denver | COLORADO | 80202 |
Relationship: | o | Executive Officer | o | Director | x | Promoter |
Clarification of Response (if Necessary) | |
Advisor |
4. Industry Group |
o | Agriculture | Health Care | o | Retailing | ||||
Banking & Financial Services | o | Biotechnology | o | Restaurants | ||||
o | Commercial Banking | o | Health Insurance | Technology | ||||
o | Insurance | o | Hospitals & Physicians | o | Computers | |||
o | Investing | o | Pharmaceuticals | o | Telecommunications | |||
o | Investment Banking | o | Other Health Care | o | Other Technology | |||
o |
Pooled Investment Fund
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Travel | ||||||
o | Other Banking & Financial Services | o | Manufacturing | o | Airlines & Airports | |||
Real Estate | o | Lodging & Conventions | ||||||
o | Commercial | o | Tourism & Travel Services | |||||
o | Construction | o | Other Travel | |||||
x | REITS & Finance | o | Other | |||||
o | Residential | |||||||
o | Other Real Estate | |||||||
o | Business Services | |||||||
Energy | ||||||||
o | Coal Mining | |||||||
o | Electric Utilities | |||||||
o | Energy Conservation | |||||||
o | Environmental Services | |||||||
o | Oil & Gas | |||||||
o | Other Energy |
5. Issuer Size |
Revenue Range | Aggregate Net Asset Value Range | ||
o | No Revenues | o | No Aggregate Net Asset Value |
o | $1 - $1,000,000 | o | $1 - $5,000,000 |
o | $1,000,001 - $5,000,000 | o | $5,000,001 - $25,000,000 |
o | $5,000,001 - $25,000,000 | o | $25,000,001 - $50,000,000 |
o | $25,000,001 - $100,000,000 | o | $50,000,001 - $100,000,000 |
o | Over $100,000,000 | o | Over $100,000,000 |
x | Decline to Disclose | o | Decline to Disclose |
o | Not Applicable | o | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
o | Rule 504(b)(1) (not (i), (ii) or (iii)) | o | Rule 505 | |||
o | Rule 504 (b)(1)(i) | x | Rule 506(b) | |||
o | Rule 504 (b)(1)(ii) | o | Rule 506(c) | |||
o | Rule 504 (b)(1)(iii) | o | Securities Act Section 4(a)(5) | |||
o | Investment Company Act Section 3(c) |
7. Type of Filing |
x | New Notice | Date of First Sale | 2016-11-14 | o | First Sale Yet to Occur |
o | Amendment |
8. Duration of Offering |
Does the Issuer intend this offering to last more than one year? | o | Yes | x | No |
9. Type(s) of Securities Offered (select all that apply) |
o | Pooled Investment Fund Interests | x | Equity |
o | Tenant-in-Common Securities | x | Debt |
o | Mineral Property Securities | o | Option, Warrant or Other Right to Acquire Another Security |
o | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | o | Other (describe) |
10. Business Combination Transaction |
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | o | Yes | x | No |
Clarification of Response (if Necessary) | ||||
11. Minimum Investment |
Minimum investment accepted from any outside investor | $ 4000 USD |
12. Sales Compensation |
Recipient | Recipient CRD Number | o | None | ||
H and L Equities, LLC | 113794 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Charles B. Harrison | 3071551 | ||||
Street Address 1 | Street Address 2 | ||||
1175 Peachtree Street, N.E. | 100 Colony Square, Suite 2200 |
City | State/Province/Country | ZIP/Postal Code |
Atlanta | GEORGIA | 30361 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
FLORIDA
GEORGIA TEXAS |
Recipient | Recipient CRD Number | o | None | ||
H and L Equities, LLC | 113794 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Scott Harrison | 4981070 | ||||
Street Address 1 | Street Address 2 | ||||
1175 Peachtree Street, N.E. | 100 Colony Square, Suite 2200 |
City | State/Province/Country | ZIP/Postal Code |
Atlanta | GEORGIA | 30361 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
FLORIDA
GEORGIA TEXAS |
Recipient | Recipient CRD Number | o | None | ||
H and L Equities, LLC | 113794 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Phyllis Johnson | 1020488 | ||||
Street Address 1 | Street Address 2 | ||||
1175 Peachtree Street, N.E. | 100 Colony Square, Suite 2200 |
City | State/Province/Country | ZIP/Postal Code |
Atlanta | GEORGIA | 30361 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
GEORGIA
TEXAS |
Recipient | Recipient CRD Number | o | None | ||
H and L Equities, LLC | 113794 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Patrick J. Whelchel | 5389090 | ||||
Street Address 1 | Street Address 2 | ||||
1175 Peachtree Street, N.E. | 100 Colony Square, Suite 2200 |
City | State/Province/Country | ZIP/Postal Code |
Atlanta | GEORGIA | 30361 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
GEORGIA
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Recipient | Recipient CRD Number | o | None | ||
H and Equities, LLC | 113794 | ||||
(Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
Lori Mayfield | 4899271 | ||||
Street Address 1 | Street Address 2 | ||||
1175 Peachtree Street, N.E. | 100 Colony Square, Suite 2200 |
City | State/Province/Country | ZIP/Postal Code |
Atlanta | GEORGIA | 30361 |
State(s) of Solicitation | o | All States | o | Foreign/Non-US |
GEORGIA
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13. Offering and Sales Amounts |
Total Offering Amount | $ 500000 USD | o Indefinite |
Total Amount Sold | $ 500000 USD | |
Total Remaining to be Sold | $ 0 USD | o Indefinite |
Clarification of Response (if Necessary) |
Promissory notes offered by Industrial Logistics Realty Trust Inc. in the aggregate amount of $375,400 and common stock offered by Industrial Realty Trust Inc. in the aggregate amount of $124,600. |
14. Investors |
o |
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 125 |
15. Sales Commissions & Finders' Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
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Sales Commissions | $ 25000 USD | x | Estimate |
Finders' Fees | $ 0 USD | o | Estimate |
Clarification of Response (if Necessary) |
Fee of $33,750 paid to REIT Funding, LLC (and REIT Funding, LLC reimbursed for certain expenses). From this fee, REIT Funding, LLC responsible for paying brokerage commission of $25,000 to H & L Equities, LLC, a registered broker dealer. |
16. Use of Proceeds |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
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$ 0 USD | o | Estimate |
Clarification of Response (if Necessary) |
Issuer has no paid employees. Independent Directors receive $8,750/quarter + $2,500 for each mtg attended +$12,500 retainer to Chair of Audit Comm., $10,000 to Chair of Investment Comm. and $5,000 to Chair of Nominating and Corporate Governance Comm. |
Signature and Submission |
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. |
Terms of Submission |
In submitting this notice, each Issuer named above is: | ||
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. | |
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. |
Issuer | Signature | Name of Signer | Title | Date |
INDUSTRIAL LOGISTICS REALTY TRUST INC. | /s/ Sarah Wadsworth | Sarah Wadsworth | VP, Assistant General Counsel & Assistant Secretary | 2016-11-22 |