CPREIF: Opening Doors to Opportunity - A SMARTER WAY TO INVEST IN PRIVATE REAL ESTATE - Opening the Doors to Private Real Estate
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CPREIF: Opening Doors
to Opportunity
A SMARTER WAY TO INVEST IN PRIVATE REAL ESTATE
1
IMPORTANT INFORMATION
Note: The impact of the outbreak of COVID-19 on the economy without limitation, energy blackouts, acts of God, fire, flood,
and the Fund’s properties and operations is highly uncertain. earthquakes, outbreaks of an infectious disease, pandemic or any
Valuations and incomes may change more rapidly and other serious public health concern, war, terrorism, labor strikes
significantly than under standard market conditions. Please see and telecommunication failures). Some force majeure events may
additional information regarding the risks of investment and adversely affect the ability of a party (including an investment, a
inherent subjectivity and assumptions of appraisals below. tenant of an investment, a customer of a tenant of an investment, a
counterparty of an investment or a counterparty of a Clarion Vehicle)
Business Disruption. Clarion’s investment vehicles (“Clarion Vehicles”)
to perform its obligations until it is able to remedy the force majeure
and their investments are vulnerable to damages from any number
event. Such a party may also claim force majeure for nonperformance
of sources, including computer viruses, unauthorized access, energy
of its contract obligations. Certain force majeure events (such as
blackouts, acts of God, fire, flood, earthquakes, outbreaks of an
an outbreak of an infectious disease) could have a broader negative
infectious disease, pandemic or any other serious public health
impact on the world economy and international business activity
concern, war, terrorism, labor strikes and telecommunication failures.
generally, or in any of the countries in which a Clarion Vehicle may
In December 2019, a novel strain of coronavirus was reported to have
invest specifically. Additionally, a major governmental intervention
surfaced in Wuhan, China. As of March 2020, the outbreak has been
into industry, including the assertion of control over an investment,
declared to be a pandemic by the World Health Organization, and the
could result in a loss to the applicable Clarion Vehicle. Any of the
Health and Human Services Secretary has declared a public health
foregoing would therefore adversely affect the performance of such
emergency in the United States in response to the outbreak. Many
Clarion Vehicle and its investments.
countries, states, municipalities and other jurisdictions have instituted
quarantines, curfews, prohibitions on travel and closure of offices, Uncertainty of Net Asset Values. The Net Asset Value of each Clarion
businesses, schools, retail stores and other public venues, including Vehicle is based on appraisals that are inherently subjective in certain
certain infrastructure facilities. Businesses are also implementing respects and rely on a variety of assumptions, including assumptions
similar precautionary measures. Such measures, as well as the about projected cash flows for the remaining holding periods for
general uncertainty surrounding the dangers and impact of COVID-19, such investments. Furthermore, appraisals are based in large part on
are creating significant disruption in supply chains and economic information as of the end of a given calendar quarter, and market,
activity and are having a particularly adverse impact on transportation, property and other conditions may change materially thereafter.
hospitality, tourism and entertainment, among other industries. Furthermore, real estate assets generally cannot be marked to an
As COVID-19 continues to spread, the potential impacts, including established market or readily tradable assets. Accordingly, such
a global, regional or other economic recession, are increasingly appraised values may not accurately reflect the actual market values
uncertain and difficult to assess. Given the ongoing and dynamic of a Clarion Vehicle’s investments, and, thus, prospective investors
nature of the circumstances, it is difficult to predict the impact of the and Limited Partners may make decisions as to whether to invest
coronavirus outbreak. The extent to which the coronavirus impacts in or redeem Interests without complete and accurate valuation
a Clarion Vehicle’s results will depend on future developments, information. In particular, the outbreak of COVID-19 and the economic
which are highly uncertain and cannot be predicted. These include: impact arising from both the virus and actions taken to mitigate
new information which may emerge concerning the severity of the its spread may impact the value of a Clarion Vehicle’s assets and
coronavirus; the duration and spread of the outbreak; the actions to availability of debt, and the current appraisals may not take such
contain the coronavirus or treat its impact; its impact on our tenants, factors into account.
our tenants’ customers, employees and vendors; and governmental,
regulatory and private sector responses to the coronavirus. A Clarion
Vehicle’s financial condition and results of operations could be
adversely affected, including such Clarion Vehicle’s ability to complete
in-process real estate transactions and developments, to collect
rent from existing tenants, to lease units in its properties to new
tenants, to make distributions to investors or to satisfy redemption
requests in a timely manner. In addition, the operations of Clarion,
any Clarion Vehicle and its investments may be significantly impacted,
or even halted, either temporarily or on a long-term basis, as a result
of government quarantine and curfew measures, voluntary and
precautionary restrictions on work, travel or meetings and other
factors related to a public health emergency, including its potential
adverse impact on the health of any such entity’s personnel.
Force Majeure. The investments of any Clarion Vehicle may be
affected by force majeure events (i.e., events beyond the control
of the party claiming that the event has occurred, including,
2
Why Private Commercial
Real Estate?
From apartments to offices to warehouses,
it represents an enormous investment opportunity.
DURABLE INCOME1
Private real estate is the 3rd largest U.S. asset
Private real estate has provided investors with durable
income and consistent returns in recent years, while class by value after fixed income and equities.
helping diversify portfolio risk.
• Attractive yields in today’s low rate environment
• Resilient cash flows backed by long-term commercial 10%
lease contracts
CAPITAL APPRECIATION
Total
Private real estate’s returns over the last 10 years illustrate
the potential for capital gains as properties increase in
Capitalization
value over time, driven by: $10.7 Trillion3
• Property improvements
• Capital restructuring, capital repositioning, or both 90%
• Market rent growth
DIVERSIFICATION2
Private real estate prices tend to move differently than Publicly traded REITs: Private real estate:
the stock and bond market, and can provide diversification $1.1 trillion $9.7 trillion
during periods of volatility.
1
Source: Clarion Partners Investment Research, NCREIF, REIT.com, S&P, Bloomberg. As of September 30, 2019. Distributions may consist of a return of capital.
2
Diversification does not assure a profit or protect against market loss. All investments involve risk, including loss of principal, and there is no guarantee that investment
objectives will be met. Past performance is no guarantee of future results.
Source: Securities Industry and Financial Markets Association, Urban Land Institute, NAREIT, NCREIF and Clarion Partners Investment Research. Annual data and estimates
3
are as of December 31, 2018. U.S. commercial real estate includes private and public equity investments. Estimates are based on a comparison to U.S. debt and U.S.
equity. U.S. debt includes corporate securities, asset-backed securities, Treasury debt, Federal agency debt including mortgage-backed securities, money market funds, and
municipal bonds. U.S. equity is the total market value of publicly traded domestic companies.
3
Potential Tax Advantages
of REIT Distributions
CPREIF has elected to be taxed as a REIT1. A REIT has special tax
advantages that can help maximize after-tax distributions.Investing in
a REIT may increase after-tax distributions and lower an individual’s
effective tax rate, compared to an investment in taxable bonds.
1 2 3
REIT income is taxed only REIT ordinary income Return of Capital (ROC)
once, at the shareholder’s distributions may benefit from reduces the taxes on
marginal tax rate1 a maximum 20% tax reduction distributions paid to investors
on the marginal rate2. in the current year3
$5,000 Pre-Tax Annual Distribution on $100,000 initial investment After-Tax Distributions of $5,000 Pre-Tax
Annual Distribution
$5000
Effective
Taxable Income After-tax $4,260
After-tax (4.26%)
Income From Tax Rate Distribution
Distribution
Distribution On Taxable Yield $4000
Distribution(2) $3,520
(3.52%)
$3,150
(3.15%)
Taxable $3000
$5,000 37% $3,150 3.15%
Bonds
$2000
REITs with
No Return of $5,000 29.60% $3,520 3.52%
Capital (4)
$1000
REITs with
50% Return $2,500 29.60% $4,260 4.26%
of Capital (4) $0
Taxable Bonds REITS with No Return REITS with 50% Return
of Capital(4) of Capital(4)
1
Internal Revenue Code of 1986 permits Real Estate Income Trusts (REITS) as pass-through vehicles, that do not pay corporate income tax to the extent they distribute their
taxable income. CPREIF’s Board of Directors is authorized to revoke this REIT election, which may cause adverse consequences to our stockholders.
2
This deduction, created by the 2017 Tax Cuts and Jobs Act, allows non-corporate taxpayers to deduct up to 20 percent of their Qualified Business Income, plus 20% of
qualified real estate investment trust (REIT) dividends and qualified publicly traded partnership (PTP) income. The 20% deduction is currently set to expire after 2025.
3
Return of capital is not provided to shareholders for tax reporting purposes until after the close of the taxable year.
4
The actual ROC may be larger or smaller than that assumed in the above illustrative scenario. The analysis does not consider 3.8% net investment income tax, tax on capital
gains or state and local taxes. After-tax distribution equals the differences between distribution paid and tax payable. The effective tax rate equals tax payable divided by
distribution paid.
This document is provided for informational purposes only. Investors should refer to Form 1099 for definitive tax information. Franklin Resources, Inc. its affiliates, and its
employees are not in the business of providing tax or legal advice to taxpayers. These materials and any tax-related statements are not intended or written to be used, and
cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Tax-related statements, if any, may have been written in connection with the
“promotion or marketing” of the transaction(s) or matter(s) addressed by these materials, to the extent allowed by applicable law. Any such taxpayer should seek advice
based on the taxpayer’s circumstances from an independent tax advisor.
4
Trends Creating
Opportunity Now
Demographics, technology and lifestyle trends are
changing how we live, work and shop, and these
trends are creating new opportunities in different
areas of real estate.
Live Work Shop
Young adults who Technology and mobility Online shopping and
postponed having families enable more flexibility in e-commerce have driven up
are now seeking housing the workspace. demand for warehouses.
of their own.
Apartment Office Warehouse
24 million Millennials still live Flexible office space, now 240 million square feet of
with family—which translates less than 5% of total U.S. new space will be needed for
into pent-up demand for office inventory, could rise to e-commerce by 2023.*
apartments.* 30% by 2030.*
* Source: Clarion Partners
5
Meet Clarion Partners
Clarion Partners is one of the largest pure-play real
estate investment managers. Founded in 1982,
the firm has a long history of successfully investing
across the real estate risk/return spectrum.
39
YEARS
DEDICATED REAL
ESTATE INVESTMENT
MANAGER WITH
PARTNERSHIP CULTURE
$25.6 Billion2 $11.3 Billion2
Warehouse Portfolio Apartment Portfolio
$59.1 857 Properties / 46 Markets 179 Properties / 39 Markets
BILLION1
ASSETS UNDER
MANAGEMENT
1,300+
PROPERTIES
ACROSS THE UNITED $12.3 Billion2 $6.8 Billion2
STATES AND EUROPE
U.S. Office Portfolio U.S. Retail Portfolio
106 Properties / 17 Markets 144 Properties / 33 Markets
Clarion’s Global Platform with Local Execution
9 UNITED STATES EUROPE
Investment Research
OFFICES London Berlin 9 Team Members
NLD
Boston
Acquisitions
295 JERSEY GER
New York CZE
SVK
Paris FRA
Washington, DC
35 Team Members
EMPLOYEES
ESP Asset Management
Los Angeles
Headquarters
Regional Dallas 75 Team Members
Personnel data as of April 13, 2021. All other data as of March 31, 2021.
(1) Reflects Gross Asset Value (GAV)
(2) Gross of fees reflects Gross Real Estate Value (GRE)
Gross Asset Value and Gross Real Estate Value and AUM are defined at the end of this presentation.
Geographic information represents GRE; compared to Firm-level GAV. Please see Important Legal Information at the end of this presentation.
Please refer to the important disclosures above and at the end of this presentation.
6
Clarion Partners
Firmwide Collaborative
Investment Process
Disciplined Investment Process
Top-Down Investment Themes
Apply data-driven analysis to inform investment views
Investment
Portfolio Strategy Research
Formulate and oversee execution of the investment strategy
Investment Sourcing and Review
Source investments, initial financial forecasts and Investment Committee review
Portfolio
Management
Underwriting and Due Diligence
Detailed analysis, physical inspections and contract negotiations
Acquisition
Final Decision Group
• Investment Committee approval
• Closing
Portfolio Management Asset
• Execution Management
• Assessment
• Disposition
Investment
Committee
LONG-TERM STABILITY FULLY SCALED PLATFORM INDUSTRY EXPERTISE
Decades of experience managing Well positioned to source and Deep understanding of macro
assets through multiple market execute investments, leveraging an trends and fundamental
cycles on behalf of private and international platform and a strong real estate dynamics forms
public clients globally local market presence thematic investing approach
7
About
Western Asset
Western Asset is a globally integrated fixed-income manager,
sourcing ideas and investment solutions worldwide.
Western Asset At a Glance Organizational Pillars AUM by Sector - Total $476.3 billion (USD)
•F
ounded in 1971. Specialist • Clients first Global IG Corporate 135
Investment Manager of Franklin • Globally integrated Sovereign, Treasuries & Agencies 81
Resources, Inc. since July 31, 2020 • Team-based
MBS/ABS 74
• Fixed-income value investors Cash & Cash Equivalents 52
• Active fixed-income
Emerging Markets Debt 48
•$
476.3 billion (USD) AUM • Integrated risk management Global High-Yield 29
- $424.7 billion (USD long-term Local Authority & Municipals 21
assets Global Inflation-linked 6
- $51.6 billion (USD) cash and cash Other 31
equivalent assets
• 784 employees
Western Asset’s deep global integration allows us to source investment ideas and
investment solutions across regions
Investment Management Global Footprint
• 131 investment professionals on five continents
and in seven offices
• 24 years of average experience
London
• 40 portfolio and quantitative analysts in portfolio
operations New York
Hong Kong
Client Service & Marketing
Zurich
• 172 staff dedicated to client service Tokyo
Pasadena (HQ)
• Specialised teams to meet individual client needs
Singapore
Risk Management & Operations
São Paulo
• Independent risk management function Melbourne
with 38 professionals including 13 PhDs
•320 staff dedicated to globally integrated
operations
Source: Western Asset. As of March 31, 2021
8
CPREIF: A Smarter Way
to Invest
CPREIF seeks to provide current income and long-term
capital appreciation in an investor-friendly structure.
ACCESS SIMPLICITY TRANSPARENCY
• Participation in a portfolio of • Innovative, easy-to-use Easily invest and track:
private commercial real estate solution created with individual • Daily valuation1
and related securities without a investors in mind • Daily purchase
large investment minimum • Low investment minimum,
• Backed by Clarion Partners 1099 tax reporting
experience and expertise
Private real estate, 60%-90%2 Real estate securities, 10%-40%2,3
Target
allocation2
• Direct equity ownership • Commercial mortgage-backed securities
• Joint venture investments • Residential mortgage-backed securities
• Originated subordinated/mezzanine • Cash and cash equivalents
investments
Learn More
www.cpreif.com
Portfolio Managers
Richard Schaupp, Onay Payne,
Portfolio Manager Portfolio Manager
Richard joined Clarion Partners in 2000, and he Onay joined Clarion Partners in 2003; she began
has worked in the real estate industry since working in the real estate and finance industries in
1995. He is a Member of Clarion’s Investment 1997. She is a member of Clarion’s Investment and
Committee. Richard received his MBA in Career Management committees. Onay received
Finance and Public Economics from Yale her MBA in General Management from Harvard
University and Bachelor of Architecture from Business School and AB in History and Literature/
the University of Notre Dame. Latin America from Harvard College.
1
Daily valuation applies to the Fund itself, and not to the underlying properties, which are not priced daily.
2
Target portfolio for illustrative purposes only, based on GAV allocation. All data is subject to change.
3
Public Real Estate Securities allocation may include: CMBS, RMBS, REITs, investments in real estate-related investment companies and cash.
The Fund manager does not expect to be able to achieve its target allocations until the Fund has raised substantial proceeds in this offering and acquired
a broad portfolio of investments. Prior to that time (the “ramp-up period”) the Fund manager will balance the goal of achieving the Fund’s portfolio
allocation targets with the goal of carefully evaluating and selecting investment opportunities to maximize risk-adjusted returns. Following the end of the
ramp-up period, the manager believes that the size of our portfolio of investments should be sufficient for the Fund to adhere more closely to its allocation
targets, although we cannot predict how long the ramp-up period will last and cannot provide assurances that we will be able to raise sufficient
proceeds in this offering to accomplish this objective.
9
CPREIF Target
Property Characteristics
Stable, well-leased, cash flow-producing properties
Exposure to different geographic regions and
property sectors*
Markets and properties with favorable growth
prospects
* Property sectors may include but are not limited to, warehouse, apartment, office, retail, hospitality, student housing,
medical and health care facilities, and self-storage.
Sample Investment Holdings
Mixed Use Warehouse Warehouse
Gross Size: 410,766 sf1 Gross Size: 182,587 sf2 Gross Size: 304,249 sf3
Aertson Midtown, Nashville, TN 100 Friars, West Deptford, NJ Sullivan Avenue, South Windsor, CT
Source: Clarion Partners. Characteristics and holdings weightings are based on total portfolio, are subject to change at any time, and are provided for informational purposes only.
There can be no assurance that any unrealized investment described herein will prove to be profitable. Not to be construed as a recommendation to purchase or sell any security.
As of May 28, 2021 The investments above represent the below relative percent of the entire portfolio holdings (100%):
1
Aertson Midtown 16.0%
2
100 Friars 11.4%
3
Sullivan Avenue 16.7%
INVESTMENT PRODUCTS: NOT FDIC INSURED. NO BANK GUARANTEE. MAY LOSE VALUE.
10KEY TERMS OF CLARION PARTNERS REAL ESTATE Leverage: Leverage involves the use of loans, preferred
INCOME FUND shares or other financial instruments in an attempt to
increase the yield, or return, of the portfolio. Leverage may
result in greater volatility of the NAV and market price of
A 1940 Act-registered, continuously offered
Structure
fund
common shares, and it increases a shareholder’s risk of loss.
Mezzaine debt: Mezzanine financing is a hybrid of debt
Objective Current income and capital appreciation and equity financing that is basically debt capital that gives
the lender the rights to convert to an ownership or equity
interest in the company if the loan is not paid back in time
The Fund targets investments in direct real
estate and real estate securities as follows: and in full.
Portfolio • 60%-90% private investments in commercial
Mixed use property type: Comprised of real property
Strategy1 real estate (both equity and debt)
with five or more residential units (including mixed-use,
•10%-40% publicly traded real estate
multifamily/office, multifamily/retail and student housing
securities
properties), office space, industrial space, retail space,
hospitality space, self-storage space and/or pad sites for
Investment manufactured homes as to which no such property type
Legg Mason Partners Fund Advisor, LLC
Manager represents a majority of the underwritten revenue.
Investment Mortgage-backed securities/RMBS, MBS/CMBS: A
Sub- Clarion Partners Mortgage-Backed Security (MBS) is a type of asset-backed
Adviser security that is secured by a mortgage or collection of
mortgages. Residential mortgage-backed securities (RMBS)
Securities and commercial mortgage-backed securities (CMBS) are
Sub- Western Asset Management Company, LLC
Adviser
forms of asset-backed securities, holding pools of residential
or commercial mortgages (respectively) used as collateral
On a long-term basis, under normal market conditions, Clarion Partners expects to allocate
1 for the securities. Agency mortgage-backed securities
60%-90% of the portfolio to private commercial real estate and 10%-40% to real estate (MBS) are asset-backed securities secured by a mortgage
securities and cash/cash equivalents and other short-term investments. Western Asset
Management Company, LLC is a sub-adviser to Clarion, retained to manage the Fund’s or collection of mortgages issued by federal agencies like
publicly traded real estate securities investments and cash equivalents. Fannie Mae, Freddie Mac and Ginnie Mae. Non-agency
mortgage-backed securities (MBS) are those issued
KEY TERMS AND INDEX DEFINITIONS by private entities and not by federal agencies (Fannie
Mae, Freddie Mac and Ginnie Mae); they are also called
Direct equity ownership: Direct ownership provides full non-conforming loans. A Commercial Mortgage-Backed
participation in the performance of the property as well as Securities (CMBS) is a type of mortgage-backed security that
control of the asset and the ability to direct the operations is secured by the loan on a commercial property.
thus driving returns.
Private real estate: Private equity real estate is an asset
Gross Asset Value (GAV): Gross Asset Value (“GAV”) is class composed of pooled private and public investments in
the Firm’s consolidated wholly owned total assets and the property markets.
proportionate share of joint venture total assets.
Return of capital: A return of capital occurs when a fund pays
Gross Real Estate (GRE): In contrast to GAV, GRE excludes out distributions that are greater than its taxable income.
cash and other assets. For Periods on or after 12/31/2013,
Assets under Management (“AuM”) is Gross Asset Value Subordinated debt: Loans that have a lower priority to
(“GAV”). Prior to that date, AuM is Gross Real Estate collateral claims. Investors are generally compensated for
Value(“GRE”). the increased risk as compared to first mortgage loans.
Joint venture investments: A Joint Venture (“JV”) is a Underwriting: Underwriting is the mortgage lender’s
business arrangement in which two or more parties agree process of assessing the risk of lending money to you.
to pool their resources to accomplish a specific task.
Each of the participants is responsible for profits, losses
and costs associated with it. However, the venture is its
own entity, separate from the participants’ other business
interests. They can take on any legal structure. Corporations,
partnerships, limited liability companies (LLCs) and other
business entities can all be used to form a JV.
11Clarion Partners — a source of real estate expertise since 1982
Clarion Partners is one of the largest pure-play real estate investment
managers. Founded in 1982, the firm has a long history of successfully
investing across the real estate risk/return spectrum.
Over $59 billion Assets Under Management1
Over 70 markets investing across U.S. and in Europe
Over 1,300 Properties
For more information,
please visit
www.CPREIF.com
Access Transparency Simplicity
As of March, 31 2021.
1
Reflects Gross Asset Value (GAV).
Investment risks
The Fund is newly organized, with a limited history of operations. An investment in the Fund involves a considerable amount of risk. The Fund is designed primarily for long-term investors
and an investment in the Fund should be considered illiquid. Shareholders may not be able to sell their shares in the Fund at all or at a favorable price. Fixed income securities involve
interest rate, credit, inflation and reinvestment risks. As interest rates rise, the value of fixed income securities fall. High-yield bonds possess greater price volatility, illiquidity and
possibility of default. The Fund’s investments are highly concentrated in real estate investments, and therefore will be subject to the risks typically associated with real estate, including
but not limited to local, state, national or international economic conditions; including market disruptions caused by regional concerns, political upheaval, sovereign debt crises and other
factors. Asset-backed, mortgage-backed or mortgage-related securities are subject to prepayment and extension risks. The Fund employs leverage, which increases the volatility of
investment returns and subjects the Fund to magnified losses if an underlying fund’s investments decline in value. The Fund may use derivatives, such as options and futures, which can
be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Diversification does not assure a profit or protect against market
loss. All investments involve risk, including loss of principal, and there is no guarantee that investment objectives will be met. Past performance is no guarantee of future results.
Any information, statement or opinion set forth herein is general in nature, is not directed to or based on the financial situation or needs of any particular investor, and does not
constitute, and should not be construed as, investment advice, a forecast of future events, a guarantee of future results, or a recommendation with respect to any particular
security or investment strategy or type of retirement account.
Liquidity considerations
The Fund should be viewed as a long-term investment, as it is inherently illiquid and suitable only for investors who can bear the risks associated with the limited liquidity of the
Fund. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no more than 5% of the Fund’s shares outstanding at net asset value.
There is no guarantee these repurchases will occur as scheduled, or at all. Shares will not be listed on a public exchange, and no secondary market is expected to develop.
©2020 Legg Mason Investor Services, LLC, member FINRA, SIPC. Clarion Partners, LLC, Western Asset Management Company, LLC, Legg Mason Partners Fund Advisors, LLC and Legg Mason Investor
Services LLC are subsidiaries of Franklin Resources, Inc. CLAR571201 ODPRE INV 06/21
BEFORE INVESTING, CAREFULLY CONSIDER A FUND’S INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES. YOU CAN FIND THIS AND OTHER INFORMATION IN EACH
PROSPECTUS, AND SUMMARY PROSPECTUS, IF AVAILABLE, AT WWW.LEGGMASONFUNDS. COM. PLEASE READ THE PROSPECTUS CAREFULLY.You can also read
