N-CSRS 1 d857155dncsrs.htm KKR REAL ESTATE SELECT TRUST INC. KKR Real Estate Select Trust Inc.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number:811-23575   

          KKR Real Estate Select Trust Inc.          

(Exact name of registrant as specified in charter)

   30 Hudson Yards, New York, NY 10001  

(Address of principal executive offices) (Zip code)

Lori Hoffman, Esq.

Megan Gaul

KKR Registered Advisor LLC

30 Hudson Yards

         New York, NY 10001         

(Name and address of agent for service)

Copies to:

Rajib Chanda, Esq.

Benjamin C. Wells, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

Registrant’s telephone number, including area code: (212) 750-8300

Date of fiscal year end: December 31

Date of reporting period: June 30, 2024

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange


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Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


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Item 1. Reports to Stockholders.

 

  (a)

 The Report to Shareholders is attached herewith.


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LOGO

KKR Real Estate Select Trust Inc.

Semi-Annual Report

June 30, 2024 (Unaudited)


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LOGO

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Management Discussion of Fund Performance

     1  

Consolidated Schedule of Investments

     5  

Consolidated Statement of Assets and Liabilities

     7  

Consolidated Statement of Operations

     8  

Consolidated Statements of Changes in Net Assets

     9  

Consolidated Statement of Cash Flows

     10  

Consolidated Financial Highlights

     11  

Notes to Consolidated Financial Statements

     15  

Adjusted Funds from Operations and Funds Available for Distribution

     29  

Dividend Reinvestment Plan

     30  

 

 

KKR Real Estate Select Trust Inc. (the “Fund”) publicly files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-PORT, and the reports for the last month in each quarter are made publicly available on the Commission’s website at http://www.sec.gov.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30, will be available (i) without charge, upon request, by calling 855-844-8655; and (ii) on the Commission’s website at http://www.sec.gov.

INFORMATION ABOUT THE FUND’S DIRECTORS

The Fund’s Statement of Additional Information includes information about the Fund’s Directors and is available without charge, upon request, by calling 855-844-8655 and by visiting the Commission’s website at www.sec.gov.


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LOGO

Dear KREST Shareholders,

We appreciate your continued trust and support of KKR Real Estate Select Trust Inc. (“KREST” or the “Fund”). We established KREST with the goal of creating an investment solution that provides access to the potential benefits of high quality, income-oriented private real estate equity and credit in a single fund. KREST’s flexible strategy and balanced portfolio construction are designed to seek to generate long-term performance and consistent, tax-advantaged income through a wide range of market environments.

Over the first six months of 2024, real estate markets continued to evolve. It has now been more than two years since interest rates started to rise, and dislocation resulting from the impact of higher interest rates and higher inflation continues to evolve. The commodity office sector is undergoing a major secular shift while other sectors have undergone a cyclical reset in values. Since real estate values peaked in April 2022, the current, resulting drawdown has been the second largest decline in U.S. property values in the last 80 years, after only the global financial crisis.(1) Within KREST, the Fund’s independent valuation agent has widened the exit capitalization rates for KREST’s industrial and residential portfolio, which serve as key inputs for mark-to-market valuations, by more than 32% since property values peaked in April 2022.(2) The growing cash flows from KREST’s real estate equity portfolio and our 21% allocation to real estate credit have offset some of the performance impact from these macro-driven adjustments in property valuation assumptions. This contributed to KREST’s year-to-date 2024 and inception-to-date performance of -2.26% and 7.14% (Class I, annualized for ITD)(3) respectively, and helped support KREST’s dividend, currently at a 6.07% annualized net distribution rate (Class I).(4)

As we look ahead, we believe the impacts of moving to today’s “higher for longer” macro environment for both rates and inflation have resulted in a new market cycle. In our view, the new cycle is supported by strong medium- and long-term fundamentals, as the demand themes for our highest conviction sectors remain robust. To that end, the Fund executed an industrial renewal lease with a major global logistics tenant at a 45% increase over the prior rent in March. At the same time, one of the most notable follow-on effects of higher rates and higher inflation has been a material decline in new supply given higher costs of labor, materials and construction financing. However, one of the lessons of the current down-cycle has been that performance in the current down-cycle has varied significantly based on property type, region, and portfolio construction. We expect dispersion to continue in the recovery. While the early periods of new investing cycles have historically led to some of the most attractive returns for investors, as global transaction activity accelerates, we think that successful investors will need to rely upon disciplined deployment underpinned by strong theme identification and investing across geographies and the capital stack.

We believe KREST’s portfolio and our flexible strategy are well-positioned for the current environment. We have emphasized real estate credit and what we consider “needs-based” sectors in high-barrier-to-entry markets, with a focus on industrial, residential, medical office, and triple-net leased trophy real estate. KREST’s portfolio construction is also supported by the fact that the Fund’s property-level financing is 100% fixed or hedged with an average effective interest rate of 3.9% and five years of remaining loan term. We also do not have exposure to commodity office in our portfolio – equity or credit – and used spread tightening in the first quarter as an opportunity to exit the trophy office exposure in our real estate credit portfolio. Importantly, we have significant liquidity of 33% of Net Asset Value (“NAV”) as of June 30, 2024.(5) This should enable the Fund to continue providing a level of liquidity to investors of up to 5% of NAV through quarterly repurchases, while also positioning the Fund to capitalize on the attractive investment opportunities that may arise in the upcoming months and quarters.(6)

Shifting market dynamics coupled with the NAV support of the KREST Shareholder Priority Plan(6) over the next three years should, in our view, provide KREST shareholders with a unique ability to participate in an expected real estate recovery with a buffer against share price decline. The KREST Shareholder Priority Plan, which we announced on June 4, 2024, supports up to a $27 per share price on June 1, 2027. This is achieved through a commitment by KKR Alternative Assets LLC (“KAA”), an affiliate of the Fund’s Adviser, to continue to hold approximately 7.7 million KAA-owned KREST shares (~$200 million based on the June 30, 2024 share price) and, to the extent necessary, contribute such shares to the Fund. If the KREST NAV is less than $27 per share on June 1, 2027, contributing KAA-owned KREST shares on June 1, 2027 would reduce the total KREST share count in order to increase the NAV per share up to $27. KAA also invested $50 million in new capital into KREST at the June 4, 2024 NAV, reflecting our conviction in KREST’s strategy, portfolio and the attractiveness of the current entry point. Importantly, KREST shareholders retain full upside above a $27 share price, and there are no changes to KREST’s existing subscription or redemption terms in connection with the KREST Shareholder Priority Plan. We have appreciated the positive early feedback on the KREST Shareholder Priority Plan and look forward to continuing these conversations.

 

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LOGO

 

We appreciate your continued trust and are excited to build upon KREST’s results as we expand our portfolio and seek to continue to deliver high-quality and resilient, tax-efficient income.

Sincerely,

LOGO    LOGO    LOGO
Ralph Rosenberg    Matt Salem    Julia Butler
Chairman of the Board    Vice Chairman of the Board    Chief Executive Officer & President

 

 KREST Performance Summary as of June 30, 20243
 Share Class   Net Distribution
Rate4
  1-Month Net
Total Return
  3-Month Net
Total Return
  YTD ‘24 Net
Total Return
  3-Yr. Net
Total Return
(annualized)
  ITD Net
Total Return
(annualized)
 

NAV

per Share

 

Inception

Date

Class I

  6.07%   0.74%   -0.24%   -2.26%   4.06%   7.14%   $25.62   7/2/2020

Class U

(No Sales Load) 

  5.22%   0.63%   -0.45%   -2.71%   3.16%   3.16%   $25.61   6/30/2021

Class D7

  5.82%   0.68%   -0.30%   -2.41%   -   -2.80%   $25.61   3/4/2022

Class S

(No Sales Load)

  5.22%   0.67%   -0.45%   -2.67%   -   -6.60%   $25.62   9/9/2022

 

 KREST Portfolio Summary as of June 30, 20243

Fund Statistics

  

$1.3 billion

Total Assets (GAAP)

  

$1.3 billion

Net Asset Value

  

0%

Fund-Level Gross Leverage

Real Estate Metrics   

$3.3 billion

Gross Property Value

(inc. unconsolidated subsidiaries)

 

  

82

Total Properties

  

98%

Occupancy Rate

  

53%

Combined Net Leverage

(inc. unconsolidated subsidiaries)

 

 

 

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Notes:

All figures are approximate and as of June 30, 2024, unless otherwise indicated. The terms “we”, “us” and “our” refer to KREST with reference to portfolio and performance data. In all other instances, including with respect to current and forward-looking views and opinions of the market and KREST’s portfolio and performance positioning, as well as the experience of KREST’s management team, these terms refer to KREST’s adviser, KKR Registered Advisor LLC, which is part of the real estate group of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), a leading global investment firm.

Certain information contained in this material constitutes “forward-looking statements” within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “identified,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “confident,” “conviction” or the negative versions of these words or other comparable words thereof. These may include KREST’s financial estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements with respect to acquisitions, statements regarding future performance, and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. KREST believes these factors also include but are not limited to those described under the section entitled “Risk Factors” in its prospectus and most recent annual report, and any such updated factors included in its periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the annual report (or KREST’s prospectus and other filings). Except as otherwise required by federal securities laws, KREST undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

1.

Based on KKR GMAA Analysis. Quarterly data sourced from Federal Reserve Board Commercial Property Prices Index for 1951-1997 and Green Street Advisors from 1998 onwards. Average of all real estate downcycles from 1953 onward, based on quarterly peak-to-trough. Green Street CPPI valuation peaked in April 2022. Downcycles are defined as periods where real estate values declined.

2.

Reflects changes in the weighted average exit capitalization rates for industrial and residential properties, as determined by the Fund’s independent valuation agent, Altus Group, between April 30, 2022 and June 30, 2024. Please refer to the KREST Supplemental Report for additional information about the metrics utilized as valuation inputs and assumptions, which is available at https://www.krest.reit/resources/for-shareholders/

3.

The Fund employs leverage, which increases the volatility of investment returns and subjects the Fund to magnified losses if investments decline in value. Diversification of portfolio holdings does not assure a profit or protect against loss in a declining market. The Fund is classified as “non-diversified” under the Investment Company Act of 1940, and is not intended to be a complete investment program. Past performance does not guarantee future results. There can be no guarantee that current trends will continue. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when repurchased, may be worth more or less than their original cost and current performance may be lower or higher than the performance data quoted. Class I information is presented above; please refer to www.krest.reit for additional information, including performance details for Class U, Class S and Class D shares. Class I Inception Date is June 2, 2020.

4.

Any distributions we make will be at the discretion of our Board of Directors. The Adviser intends to continue to recommend that the Board of Directors of the Fund (the “Board”) approve a $1.56 per share annual distribution rate to be paid to all Shareholders throughout the term of the Shareholder Priority Plan, absent a material change in the Fund’s financial condition that would cause the payment of a distribution at the current rate to be contrary to the best interests of the Fund and all Shareholders. KREST may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital, or offering proceeds.

5.

Includes assets such as cash, short-term assets and liquid securities, as well as committed and undrawn credit facility capacity.

6.

KREST Shareholder Priority Plan: On June 4, 2024, KAA contractually committed to the Fund to continue to hold approximately 7.7 million of KREST Class I shares currently owned by KAA, representing approximately $200 million based on the Fund’s NAV as of June 30, 2024 (the “Support Shares”) through June 1, 2027 and, to the extent necessary, contribute such shares to the Fund to support a NAV per share of $27.00 per share for each class on such date (the “Shareholder Priority Plan”). If the contribution of the Support Shares is not sufficient to reach a NAV per share of $27.00, KAA will contribute all such Support Shares to support KREST’s NAV per share on such date. While the Shareholder Priority Plan is a contractual obligation to support the Fund’s NAV per share, there is no guarantee the contribution of the Support Shares will be sufficient to achieve a $27.00 NAV per share on June 1, 2027. For the avoidance of doubt, KAA is not obligated to contribute shares prior to June 1, 2027, and KAA is not obligated to contribute any of the Support Shares if the NAV per share for each class equals or exceeds $27.00 per share on June 1, 2027. If KAA were to effect the Shareholder Priority Plan today it would contribute 2.5 million shares (out of the total 7.7 million shares agreed to be contributed) to KREST, which would result in a NAV per share of $27.00 per share for each class. KAA’s allocation of $50 million in new capital investment in KREST along with any future investments are not subject to subordination and/or cancellation.

7.

On May 11, 2023, KREST’s outstanding Class D shares were converted to Class I shares, and there were no outstanding Class D shares between May 12, 2023 and September 18, 2023. For periods including May 11, 2023 through September 18, 2023, which includes the monthly, 3-month, YTD, and ITD periods, net returns presented for Class D are calculated based on actual performance for Class I plus the impact of the Servicing Fee of 0.25% per annum applicable to Class D shares, as detailed in the Fund’s Prospectus. Commissions, fees and expenses are identical between Class D and Class I shares, with the exception of the Servicing Fee. For purposes of performance calculation, Class D inception date reflects the original share class inception date of March 4, 2022. Class D re-issue inception date is September 19, 2023. There have been no changes to the Class D share class specifics from inception to re-issuance.

Glossary of Terms:

Annualized ITD Net Return and Net Return by Period: Reflects the percentage change in NAV per share plus the applicable distributions per share for the applicable period. Assumes the reinvestment of distributions pursuant to the Fund’s distribution reinvestment plan. Past performance is historical and not a guarantee of future results. Performance since inception through date indicated. Class I inception date is July 2, 2020; Class U inception date is June 30, 2021; Class D inception date is March 4, 2022; Class S inception date is September 9, 2022. On May 11, 2023, KREST’s outstanding Class D shares were converted to Class I and there were no outstanding Class D shares between May 12, 2023 and September 18, 2023. Class D re-issue inception date is September 19, 2023. There have been no changes to the Class D shares terms and offering provisions from inception to re-issuance. ITD performance number is annualized if time period is longer than one year.

 

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Net Distribution Rate: Reflects the annualized monthly dividend for June 2024 divided by the month-end NAV for the respective share class. KREST intends to make distributions necessary to maintain its qualification as a real estate investment trust. However, there is no assurance that we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our board of directors. KREST may pay distributions from sources other than cash flow from operations, including without limitations, the sale of assets, borrowings, return of capital or offering proceeds. For the 12 months ended December 31, 2023, 99% of KREST’s distributions were funded through adjusted funds from operations (“AFFO”). The Fund defines AFFO as the increase in net assets applicable to common stockholders from operations (calculated in accordance with GAAP), excluding (i) the change in net unrealized (appreciation) depreciation of investments, (ii) amortization premium (accretion of discount) on real estate securities, (iii) amortization of deferred origination fees on real estate loans, (iv) amortization of deferred financing costs, (v) management and incentive fees paid in shares of the Fund and (vi) realized and including undistributed income attributable to the Fund’s unconsolidated subsidiaries. This statement is not an indication of the tax treatment of any KREST distributions. Stockholders will be informed of the tax characteristics of any distributions after the close of KREST’s fiscal year. For the 2023 tax year, 100% of KREST’s distributions were classified as Return of Capital (“ROC”). As of June 30, 2024, the Class I net distribution rate is 6.07%, the Class U net distribution rate is 5.22%, the Class D net distribution rate is 5.82% and the Class S net distribution rate is 5.22%.

Gross Property Value: Represents real estate and other assets held by KREST’s unconsolidated subsidiaries, including any portion not owned by the Fund. As of June 30, 2024, the Fund’s economic interest in such joint ventures ranges from 50.5% to 99.5%. For financial reporting purposes, KREST includes the fair value of its equity interests in these subsidiaries in its total assets. As of June 30, 2024, the estimated fair value of the Fund’s net equity interest in these subsidiaries is $934.5 million.

Fund-Level Gross Leverage: Refers only to borrowings made by the Fund and its consolidated subsidiaries. The Fund may employ leverage in the form of loans, preferred stock, reverse repurchase agreements and/or other instruments. As of June 30, 2024, KREST had no borrowings outstanding under its credit facility and no Fund-level leverage outstanding.

Combined Net Leverage: Is a calculation provided to illustrate the combined leverage of the Fund and the Weighted Average LTV of the Fund’s unconsolidated subsidiaries. It is calculated as the ratio of i) the Fund’s borrowings, less cash and subscription proceeds receivable, plus the Equity-Weighted Unconsolidated Debt of the Fund’s investments divided by ii) the Fund’s total assets plus the Equity-Weighted Unconsolidated Debt of the Fund’s investments.

Equity-Weighted Unconsolidated Debt: Is a measure of the non-recourse property level financing of the Fund’s investments weighted by the Fund’s equity exposure in such investments, calculated as the Fund’s total investments divided by one minus the Weighted Average LTV, with the result then multiplied by the Weighted Average LTV.

Weighted Average LTV: Is the loan-to-value ratio of each of the Fund’s investments (whether consolidated or unconsolidated) averaged with a weighting based on the value of the Fund’s equity in each such investment.

Properties and Occupancy: Are reported based on the equity portion of the KREST portfolio. Excludes equity investment deposits and Real Estate Credit, which includes private real estate debt, including securities, and preferred equity. Property count excludes single family rental homes. Occupancy excludes single family rental homes that have been acquired and/or renovated, as applicable, within 3 months or less.

 

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Consolidated Schedule of Investments (Unaudited)

 

          Value  

Real Estate Equity (a)(b) —74.0%

   

Industrial - AIP-PMR 3-Pack

    $ 82,837,065  

Industrial - Charleston

      31,254,748  

Industrial - Lakemont Blvd

      7,193,502  

Industrial - Lambert Farms

      28,539,678  

Industrial - MB Parts Korea DC

      39,689,419  

Industrial - Rickenbacker Logistics Park

      29,358,968  

Industrial - S. 500 Whitestown

      17,984,622  

Industrial - Veterans Point

      44,784,553  

Medical Office - Southeastern Portfolio I

      69,311,752  

Prime ST - 300 Pine

      71,189,506  

Prime ST - El Camino Real

      24,270,040  

Prime ST - HQ @ First

      146,277,468  

Residential - 80 Dekalb

      60,551,189  

Residential - Main Line 4-Pack

      38,934,333  

Residential - National Portfolio 1a

      8,808,661  

Residential - National Portfolio 1b

      85,762,140  

Residential - Presidential City

      80,972,325  

Residential - The Beach House Apartments

      32,860,446  

Residential - Tokyo Multifamily Portfolio I

      33,949,208  
   

 

 

 

Total Real Estate Equity (Cost — $1,035,983,896)

      934,529,623  
   

 

 

 
     Principal Amount         

Real Estate Debt — 19.3%

   

Investments in Real Estate Loans — 5.2%

   

Chicago NEMA, 7.000%, 8/26/2026 (a)

  $ 65,000,000       65,490,802  
   

 

 

 

Total Investments in Real Estate Loans (Cost — $64,729,663)

      65,490,802  
   

 

 

 

Real Estate Securities —14.1%

   

Commercial Mortgage-backed Securities —14.1%

   

BX Commercial Mortgage Trust 2021-XL2 J, 9.333% (SOFR + 4.004%), 10/15/2038 (c)(d)

    26,393,061       25,816,054  

BX Commercial Mortgage Trust 2022-LP2, 6.891% (SOFR + 1.562%), 2/15/2039 (c)(d)

    1,186,095       1,171,275  

BX Commercial Mortgage Trust 2022-LP2, 9.435% (SOFR + 4.106%), 2/15/2039 (c)(d)

    3,953,651       3,907,927  

BX Trust 2022-GPA D, 9.390% (SOFR + 4.061%), 8/15/2043 (c)(d)

    28,084,851       28,210,499  

BX Trust 2022-GPA HRR, 10.737% (SOFR + 5.408%), 8/15/2039 (a)(d)

    55,874,071       55,733,827  

BXSC Commercial Mortgage Trust 2022-WSS G, 11.654% (SOFR + 6.325%), 3/15/2035 (c)(d)

    4,500,000       4,444,160  

JPMCC 2022-ACBI HRR, 12.333% (SOFR + 7.000%), 3/15/2039 (a)(d)

    30,573,000       30,487,915  

LAQ Mortgage Trust 2023-LAQ E, 10.516% (SOFR + 5.187%), 3/15/2036 (c)(d)

    7,500,000       7,479,442  

LAQ Mortgage Trust 2023-LAQ F, 12.263% (SOFR + 6.934%), 3/15/2036 (c)(d)

    7,312,500       7,282,538  

OPG Trust 2021-PORT J, 8.789% (SOFR + 3.460%), 10/15/2036 (c)(d)

    14,300,000       13,904,448  
   

 

 

 

Total Commercial Mortgage-backed Securities (Cost — $177,947,383)

      178,438,085  
   

 

 

 

Total Real Estate Debt (Cost — $242,677,046)

      243,928,887  
   

 

 

 

Total Investments (Cost — $1,278,660,942) — 93.3%

      1,178,458,510  
   

 

 

 
    Shares        

Money Market Fund —6.1%

   

U.S. Government Securities —6.1%

   

UBS Select Government Institutional Fund, 5.21% (e)

    77,519,087       77,519,087  
   

 

 

 

Total Money Market Fund (Cost — $77,519,087)

      77,519,087  
   

 

 

 

Total Investments Including Money Market Fund (Cost — $1,356,180,029) — 99.4%

      1,255,977,597  
   

 

 

 

Other Assets in Excess of Liabilities — 0.6%

      8,082,750  
   

 

 

 

Total Net Assets Applicable to Common Stockholders — 100.0%

    $  1,264,060,347  
   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

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(a)

Level 3 assets (Note 2).

 

(b)

Affiliated investments. All of the Fund’s investments in real estate equity are joint ventures entered into by one of the Fund’s operating entities and secured by real estate owned by such operating entities. The Fund’s current economic interest in such joint ventures ranges from 50% to 99.5% of the venture. In these arrangements the Fund is subject to shared control arrangements where the consents of both the Fund and the joint venture party are required for all material decisions.

 

(c)

Securities exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold to qualified institutional buyers in transactions exempt from registration. At June 30, 2024 these securities amounted to $92,216,343 or 7.3% of net assets.

 

(d)

Variable rate investments. Coupon rate, reference index and spread shown at June 30, 2024.

 

(e)

Rate disclosed is the 7-day yield at June 30, 2024.

At June 30, 2024, the Fund had the following open forward foreign currency contracts:

 

    Currency      Currency           Settlement      Unrealized  
    Purchased      Sold      Counterparty    Date       Appreciation   

 

 

     

 

 USD

     29,183,078        KRW  34,377,666,350      SCB      12/07/2026      $ 2,862,398  
 

 USD

     1,183,792        JPY     126,500,000      GSC      12/03/2029        173,099  
 

 USD

     36,632,111        JPY     3,965,000,000      MBL      12/03/2029        5,045,399  
                

 

 

 
                 $ 8,080,896  
                

 

 

 

 

Abbreviations:

     

GSC

     -     

Goldman Sachs & Co.

JPMCC

     -     

J.P. Morgan Chase Commercial Mortgage Securities

JPY

     -     

Japanese Yen

KRW

     -     

Korean Won

MBL

     -     

Macquarie Bank Limited

SCB

     -     

Standard Chartered Bank

SOFR

     -     

Secured Overnight Financing Rate

USD

     -     

United States Dollar

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Statement of Assets and Liabilities (Unaudited)

 

Assets

  

Investments, at fair value (cost $1,278,660,942)

   $ 1,178,458,510   

Cash and cash equivalents

     77,519,087   

Receivable for Fund shares sold

     3,983,591   

Deferred financing costs

     1,212,568   

Dividend and interest receivable

     1,338,816   

Due from Adviser

     453,307   

Forward foreign currency contracts

     8,080,896   

Other assets

     669,657   
  

 

 

 

Total Assets

   $    1,271,716,432   
  

 

 

 

Liabilities

  

Distributions payable to Common Stockholders

     3,458,330   

Legal fees payable

     2,485,895   

Distribution and servicing fees payable

     556,901   

Administration and custody fees payable

     393,815   

Audit and tax fees payable

     248,893   

Directors’ fees payable

     67,563   

Interest payable

     7,172   

Other accrued expenses

     437,516   
  

 

 

 

Total Liabilities

   $ 7,656,085   
  

 

 

 

Net Assets Applicable to Common Stockholders

   $ 1,264,060,347   
  

 

 

 

Net Assets Applicable to Common Stockholders:

  

Capital stock, $0.001 par value

   $ 49,349   

Paid-in capital ($0.001 par value, 500 million shares authorized)

     1,278,257,953   

Total distributable (loss)

     (14,246,955)  
  

 

 

 

Total Net Assets Applicable to Common Stockholders

   $ 1,264,060,347   
  

 

 

 

Net Asset Value Per Share(1):

  

Class I : Net Asset Value per share ($504,840,846 / 19,707,853 shares outstanding)

   $ 25.62   
  

 

 

 

Class U : Net Asset Value per share ($758,965,494 / 29,631,443 shares outstanding)

   $ 25.61   
  

 

 

 

Class D : Net Asset Value per share ($168,719 / 6,587 shares outstanding)

   $ 25.61   
  

 

 

 

Class S : Net Asset Value per share ($85,288 / 3,329 shares outstanding)

   $ 25.62   
  

 

 

 

Maximum Offering Price Per Share:

  

Class S (based on $25.62 net asset value per share/100%-3.50% maximum sales charge)(2)

   $ 26.55   
  

 

 

 

(1) Please refer to Note 6 for a discussion of distribution and servicing fees incurred by each class of shares.

(2) A maximum sales charge of up to 3.00% of the offering price and a dealer manager fee of 0.50%.

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Statement of Operations (Unaudited)

For the Six Months Ended June 30, 2024

 

Investment Income

  

Dividend income (net of foreign taxes withheld $215,227)

   $ 18,781,106   

Interest income

     15,643,357   
  

 

 

 

Total Investment Income

         34,424,463   
  

 

 

 

Expenses

  

Advisory fees

     7,774,076   

Interest expense

     865,799   

Legal fees

     1,408,920   

Administration and custody fees

     764,287   

Directors’ fees

     316,258   

Audit and tax fees

     231,727   

Transfer agent fees

     300,471   

Insurance

     222,627   

Distribution and servicing fees

  

Class U

     3,361,373   

Class D

     212   

Class S

     364   

Incentive fees

     2,937,436   

Other expenses

     1,281,593   
  

 

 

 

Total expenses

     19,465,143   
  

 

 

 

Less: Expenses reimbursed by the Adviser

     (1,336,293)  
  

 

 

 

Net Expenses

     18,128,850   
  

 

 

 

Net Investment Income

     16,295,613   
  

 

 

 

Realized and Unrealized Gain (Loss) on Investments

  

Net Realized Gain (Loss) From:

  

Investments

     (15,472,458)  

Foreign currency transactions

     (12,923)  
  

 

 

 

Net Realized Loss

     (15,485,381)  
  

 

 

 

Change in Net Unrealized Appreciation (Depreciation) From:

  

Investments

     (37,394,621)  

Forward foreign currency contracts

     4,797,338   

Foreign currency transactions

     (15,671)  
  

 

 

 

Change in Net Unrealized Depreciation

     (32,612,954)  
  

 

 

 

Net Realized and Unrealized Loss on Investments

     (48,098,335)  
  

 

 

 

Decrease in Net Assets Applicable to Common Stockholders from operations

   $ (31,802,722)  
  

 

 

 

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Statements of Changes in Net Assets

 

     For the Six Months       
    Ended      
    June 30, 2024     For the Year Ended
    (Unaudited)     December 31, 2023
 

 

 

Operations:

   

Net Investment Income

  $ 16,295,613     $      33,710,926  

Net realized loss

    (15,485,381   (3,748,128) 

Change in net unrealized (depreciation)

    (32,612,954   (128,313,720) 
 

 

 

(Decrease) in Net Assets Applicable to Common

Stockholders from Operations

    (31,802,722   (98,350,922) 
 

 

 

Distributions to Common Stockholders From:

   

Return of capital

    (33,599,537 )(1)     (70,331,063)(2)
 

 

 

Decrease in Net Assets from Distributions to Common Stockholders

    (33,599,537   (70,331,063) 
 

 

 

Fund Share Transactions

   

Net proceeds from sale of shares

    110,287,011     180,395,897  

Reinvestment of distributions

    13,775,281     29,612,792  

Cost of shares repurchased through tender offer

    (128,151,836   (311,603,476) 
 

 

 

Increase in Net Assets from Fund Share Transactions

    (4,089,544   (101,594,787) 
 

 

 

Increase in Net Assets Applicable to Common Stockholders

    (69,491,803   (270,276,772) 
 

 

 

Net Assets Applicable to Common Stockholders:

   

Beginning of period

    1,333,552,150     1,603,828,922  

End of period

  $ 1,264,060,347     $    1,333,552,150  
 

 

 

 

(1) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(2) 

Taxed as a return of capital. The characterization of the amounts of dividends and distributions of net investment income are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Statement of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2024

 

Cash Flows from Operating Activities:(1)

  

Net increase (decrease) in net assets applicable to Common Stockholders resulting from operations

   $ (31,802,722)  

Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:

  

Purchases of real estate investments and portfolio securities

     (11,062,632)  

Proceeds from disposition of real estate investments and portfolio securities

     72,332,448   

Net accretion and amortization of discount/premium on investment securities

     (236,904)  

Management fee paid in shares of the Fund

     7,774,076   

Incentive fee paid in shares of the Fund

     2,937,436   

Directors’ fee paid in shares of the Fund

     150,000   

Amortization of deferred financing costs

     367,337   

(Increase) decrease in dividends and interest receivable

     607,338   

(Increase) decrease in receivable due from Adviser

     (164,391)  

(Increase) decrease in other assets

     221,871   

Increase (decrease) in administration and custody fees payable

     (142,186)  

Increase (decrease) in directors’ fees payable

     (79,733)  

Increase (decrease) in legal fees payable

     857,296   

Increase (decrease) in interest payable

     (20)  

Increase (decrease) in audit and tax fees payable

     (68,150)  

Increase (decrease) in distribution and servicing fees

     (100,522)  

Increase (decrease) in other expenses payable

     (72,248)  

Change in net unrealized (appreciation) depreciation on investments

     37,394,621   

Change in net unrealized (appreciation) depreciation on forward foreign currency contracts

     (4,797,338)  

Net realized (gain) loss on investment security transactions

     15,472,458   
  

 

 

 

Net cash and foreign currency provided by (used in) operating activities

     89,588,035   
  

 

 

 

Cash Flows from Financing Activities:

  

Proceeds from revolving credit facility

     62,000,000   

Repayment of revolving credit facility

     (62,000,000)  

Proceeds from sale of common stock

     98,087,329   

Payment of dividends and distributions to Common Stockholders

     (19,775,920)  

Payment of shares repurchased through tender offer

     (128,151,836)  
  

 

 

 

Net cash and foreign currency provided by (used in) financing activities

     (49,840,427)  
  

 

 

 

Net Increase (Decrease) in Cash and Foreign Currency

     39,747,608   
  

 

 

 

Cash and Cash Equivalents:

  

Beginning of period

     37,771,479   
  

 

 

 

End of period

   $    77,519,087   
  

 

 

 

(1) Interest expense paid by the Fund was $498,482.

  

Supplemental disclosure of non-cash financing activities:

  

Reinvestment of distributions

   $ 13,775,281   

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Financial Highlights

 

                                                    For the Period  
    For the Six                                               from July  
    Months Ended           For the Year           For the Year           For the Year           2, 2020(1) to  
    June 30, 2024           Ended December           Ended December           Ended December           December 31,  
    (Unaudited)            31, 2023            31, 2022            31, 2021            2020  

Class I Shares

                   

Per Share Operating Performance(2)

                   

Net asset value, beginning of period

  $ 27.00         $ 30.39         $ 29.49         $ 26.32         $ 25.00          

Income (Loss) from operations:

                   

Net investment income

    0.41           0.83           1.02           1.37           0.35      

Net realized and unrealized gain (loss)

    (1.01)          (2.66)          1.44           5.09           0.97      
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

Total income (loss) from operations

    (0.60)          (1.83)          2.46           6.46           1.32      

Less distributions:

    (0.78)(3)         (1.56)(4)         (1.56)(4)         (3.29)(4)         –      
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

Net asset value, end of period

  $ 25.62         $ 27.00         $ 30.39         $ 29.49         $ 26.32      
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

Total return(5)

    (2.26)%         (6.25)%         8.32%          26.06%          5.29%     

Ratio to average net assets

                   

Expenses, before waivers(6)

    2.60%          2.56%          3.11%          4.09%          8.35%     

Expenses, after waivers(6)

    2.38%          2.47%          2.58%          1.67%          0.50%     

Expenses, after waivers and excluding expenses outside the Expense Limitation Agreement(6)

    0.50%          0.50%          0.50%          0.50%          0.50%     

Net investment income(6)

    3.16%          2.85%          3.25%          4.91%          3.97%     

Supplemental data

                   

Net assets, end of period (000’s)

  $ 504,841         $ 460,975         $ 511,959         $ 340,123         $  88,863      

Portfolio turnover rate(5),(7)

    0.91%          6.41%          7.44%          32.00%          0.77%     

 

(1) 

Class I Shares commenced operations on July 2, 2020.

 

(2) 

Per share calculations were performed using the average shares outstanding for the period.

 

(3) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(4) 

Taxed as a return of capital.

 

(5) 

Total return and Portfolio turnover rate are for the period indicated and have not been annualized. Total return assumes a purchase of common stock at the net asset value on the first day and a sale at the net asset value on the last day of each period reported on the table. Total return assumes reinvestment of dividends and distributions at prices obtained pursuant to the Fund’s dividend reinvestment plan.

 

(6) 

Periods less than one year are annualized. Please refer to Note 6 for a discussion of the timing of management and incentive fees (as applicable) as well as the Expense Limitation Agreement.

 

(7) 

Portfolio turnover is calculated on the basis of the Fund as a whole.

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Financial Highlights

 

                                        For the Period  
    For the Six                                   from July  
    Months Ended           For the Year           For the Year           1, 2021(1) to  
    June 30, 2024           Ended December           Ended December            December 31,   
    (Unaudited)            31, 2023            31, 2022            2021  

Class U Shares

               

Per Share Operating Performance(2)

               

Net asset value, beginning of period

  $ 27.00         $ 30.39         $ 29.49         $ 26.71      

Income (Loss) from operations:

               

Net investment income

    0.30           0.59           0.75           0.54      

Net realized and unrealized gain (loss)

    (1.02)          (2.67)          1.45           2.90          
 

 

 

     

 

 

     

 

 

     

 

 

   

Total income (loss) from operations

    (0.72)          (2.08)          2.20           3.44      

Less distributions:

    (0.67)(3)         (1.31)(4)         (1.30)(4)         (0.66)(4)    
 

 

 

     

 

 

     

 

 

     

 

 

   

Net asset value, end of period

  $ 25.61         $ 27.00         $ 30.39         $ 29.49      
 

 

 

     

 

 

     

 

 

     

 

 

   

Total return(5)

    (2.71)%         (7.04)%         7.40%          13.03%     

Ratio to average net assets

               

Expenses, before waivers(6)

    3.43%          3.41%          3.93%          5.10%     

Expenses, after waivers(6)

    3.22%          3.32%          3.44%          2.81%     

Expenses, after waivers and excluding expenses outside the Expense Limitation Agreement(6)

    0.50%          0.50%          0.50%          0.50%     

Net investment income(6)

    2.31%          2.00%          2.39%          3.77%     

Supplemental data

               

Net assets, end of period (000’s)

  $ 758,965         $ 872,317         $ 1,091,336         $ 370,590      

Portfolio turnover rate(5),(7)

    0.91%          6.41%          7.44%          32.00%     

 

(1) 

Class U Shares commenced operations on July 1, 2021.

 

(2) 

Per share calculations were performed using the average shares outstanding for the period.

 

(3) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(4) 

Taxed as a return of capital.

 

(5) 

Total return and Portfolio turnover rate are for the period indicated and have not been annualized. Total return assumes a purchase of common stock at the net asset value on the first day and a sale at the net asset value on the last day of each period reported on the table. Total return assumes reinvestment of dividends and distributions at prices obtained pursuant to the Fund’s dividend reinvestment plan.

 

(6) 

Periods less than one year are annualized. Please refer to Note 6 for a discussion of the timing of management and incentive fees (as applicable) as well as the Expense Limitation Agreement.

 

(7) 

Portfolio turnover is calculated on the basis of the Fund as a whole.

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Financial Highlights 

 

                                         
    For the Six         For the Period           For the Period           For the Period  
    Months Ended         from September           from January 1,           from March  
     June 30, 2024          19, 2023(1) to           2023 to           4, 2022(1) to  
    (Unaudited)          December 31, 2023            May 11, 2023(1)            December 31, 2022  

Class D Shares

               

Per Share Operating Performance(2)

               

Net asset value, beginning of period

  $ 27.00         $ 28.52         $ 30.39         $ 30.80          

Income (Loss) from operations:

               

Net investment income

    0.38           0.16           0.27           0.78      

Net realized and unrealized gain (loss)

    (1.03)(3)         (1.26)(4)         (0.03)(4)         0.03(4)     
 

 

 

     

 

 

     

 

 

     

 

 

   

Total income (loss) from operations

    (0.65)          (1.10)          0.24           0.81      

Less distributions(3):

    (0.74)          (0.42)          (0.53)          (1.22)     
 

 

 

     

 

 

     

 

 

     

 

 

   

Net asset value, end of period

  $ 25.61         $ 27.00         $ 30.10         $ 30.39      
 

 

 

     

 

 

     

 

 

     

 

 

   

Total return(5)

    (2.41)%         (3.89)%         0.80%          2.56%     

Ratio to average net assets

                   

Expenses, before waivers(6)

    2.84%          2.79%          2.80%          3.26%     

Expenses, after waivers(6)

    2.63%          2.70%          2.73%          2.83%     

Expenses, after waivers and excluding expenses outside the Expense Limitation Agreement(6)

    0.50%          0.50%          0.50%          0.50%     

Net investment income(6)

    2.91%          2.02%          2.52%          3.00%     

Supplemental data

               

Net assets, end of period (000’s)

  $ 169          $ 173          $ –         $ 440       

Portfolio turnover rate(5),(7)

    0.91%          0.47%          3.96%          7.44%     

 

(1) 

Class D Shares commenced operations on March 4, 2022. On May 11, 2023, all outstanding Class D Shares were converted to Class I Shares at $30.10 per share. Class D Shares were reopened on September 19, 2023 at $28.52 per share.

 

(2) 

Per share calculations were performed using the average shares outstanding for the period.

 

(3) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(4) 

Taxed as a return of capital.

 

(5) 

Total return and Portfolio turnover rate are for the period indicated and have not been annualized. Total return assumes a purchase of common stock at the net asset value on the first day and a sale at the net asset value on the last day of each period reported on the table. Total return assumes reinvestment of dividends and distributions at prices obtained pursuant to the Fund’s dividend reinvestment plan.

 

(6) 

Periods less than one year are annualized. Please refer to Note 6 for a discussion of the timing of management and incentive fees (as applicable) as well as the Expense Limitation Agreement.

 

(7) 

Portfolio turnover is calculated on the basis of the Fund as a whole.

 

See accompanying notes to consolidated financial statements.

 

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Consolidated Financial Highlights

 

                               For the Period  
     For the Six            For the Year            from September  
     Months Ended            Ended            9, 2022(1) to  
     June 30, 2024            December 31,            December 31,  
     (Unaudited)             2023             2022  

Class S Shares

              

Per Share Operating Performance(2)

              

Net asset value, beginning of period

   $ 27.00          $ 30.39          $ 31.50          

Income (Loss) from operations:

              

Net investment income

     0.30            0.56            0.21      

Net realized and unrealized loss

     (1.01)           (2.64)           (0.93)     
  

 

 

      

 

 

      

 

 

   

Total (loss) from operations

     (0.71)           (2.08)           (0.72)     

Less distributions:

     (0.67)(3)          (1.31)(4)          (0.39)(4)    
  

 

 

      

 

 

      

 

 

   

Net asset value, end of period

   $ 25.62          $ 27.00          $   30.39      
  

 

 

      

 

 

      

 

 

   

Total return(5)

     (2.67)%          (7.04)%          (2.29)%    

Ratio to average net assets

              

Expenses, before waivers(6)

     3.44%           3.41%           4.32%     

Expenses, after waivers(6)

     3.23%           3.32%           3.57%     

Expenses, after waivers and excluding expenses outside the Expense Limitation Agreement(6)

     0.50%           0.50%           0.50%     

Net investment income(6)

     2.31%           2.01%           2.26%     

Supplemental data

              

Net assets, end of period (000’s)

   $ 85          $ 88          $ 94      

Portfolio turnover rate(5),(7)

     0.91%           6.41%           7.44%     

 

(1) 

Class S Shares commenced operations on September 9, 2022.

 

(2) 

Per share calculations were performed using the average shares outstanding for the period.

 

(3) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(4) 

Taxed as a return of capital.

 

(5) 

Total return and Portfolio turnover rate are for the period indicated and have not been annualized. Total return assumes a purchase of common stock at the net asset value on the first day and a sale at the net asset value on the last day of each period reported on the table. Total return assumes reinvestment of dividends and distributions at prices obtained pursuant to the Fund’s dividend reinvestment plan.

 

(6) 

Periods less than one year are annualized. Please refer to Note 6 for a discussion of the timing of management and incentive fees (as applicable) as well as the Expense Limitation Agreement.

 

(7) 

Portfolio turnover is calculated on the basis of the Fund as a whole.

 

See accompanying notes to consolidated financial statements.

 

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Notes to Consolidated Financial Statements (Unaudited)

1. Organization

KKR Real Estate Select Trust Inc. (the “Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), that continuously offers its shares of common stock. The Fund is a Maryland corporation and has elected and has qualified, and intends to continue to qualify annually, as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s Board of Directors (the “Board”) authorized 500 million shares of $0.001 par value common stock. The Fund’s currently effective registration statement has registered for sale to the public a total of $5,000,000,000 in shares of common stock. The Fund’s primary investment objective is to provide attractive current income with a secondary objective of long-term capital appreciation. The Fund seeks to achieve its objective by investing primarily in a portfolio of real estate, including in the form of property investments and real estate-related debt interests and to a lesser extent in traded real estate-related securities.

KKR Registered Advisor LLC serves as the Fund’s investment adviser (the “Adviser”). The Fund entered into an investment advisory agreement (the “Advisory Agreement”) with KKR Registered Advisor LLC on May 18, 2021, following Board approval on July 29, 2020. The Board most recently approved the continuation of the Advisory Agreement for an additional year on November 7, 2023.

As of June 30, 2024, the Fund had the following shares outstanding:

 

Class I Shares

     19,707,853  

Class U Shares

     29,631,443  

Class D Shares

     6,587  

Class S Shares

     3,329  

As of June 30, 2024 and December 31, 2023, respectively, an affiliate of the Adviser owned 9,798,477 and 7,430,497 Class I Shares.

Class I Shares, Class U Shares, Class D Shares and Class S Shares are offered at net asset value (“NAV”) per share, plus in the case of Class S Shares, a maximum sales charge of up to 3.00% of the offering price and a dealer manager fee of 0.50% of the offering price. Certain participating broker-dealers may offer Class S Shares subject to a dealer manager fee of up to 1.50%, provided that the sum of the sales charge and dealer manager fee will not exceed 3.50% of the offering price.

2. Summary of Significant Accounting Policies

Basis of Presentation — The Fund is considered an investment company as defined in Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies (“ASC 946”). The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), using the specialized guidance in ASC 946, and are stated in United States (“U.S.”) dollars. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates. The Fund owns and plans to continue to own all or substantially all of its property investments through a wholly-owned operating partnership. These financial statements are consolidated financial statements of the Fund and its wholly-owned operating partnership. All intercompany transactions have been eliminated in consolidation.

Valuation of Investments — The Board of the Fund has approved valuation policies and procedures adopted by the Adviser to ensure investments are valued in a manner consistent with GAAP as required by the 1940 Act. The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Fund’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. The Board ultimately is responsible for fair value determinations under the 1940 Act and satisfies its responsibility through the oversight of the valuation designee in accordance with Rule 2a-5.

Investments are stated at fair value in a manner consistent with GAAP. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.

 

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Assets and liabilities recorded at fair value on the Consolidated Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.

Level 3 — Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset. The variability of the observable inputs affected by the factors described above may cause transfers between Levels 1, 2 and/or 3, which the Adviser recognizes at the beginning of the period the inputs change.

Many financial assets and liabilities have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that the Fund and others are willing to pay for an asset. Ask prices represent the lowest price that the Fund and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask prices, the Adviser does not require that fair value always be a predetermined point in the bid-ask range. The Adviser’s policy is to allow for mid-market pricing and adjust to the point within the bid-ask range that meets the Fund’s best estimate of fair value.

Depending on the relative liquidity in the markets for certain assets, the Adviser may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are not available. Assets and liabilities that are valued using Level 3 of the fair value hierarchy are initially valued at transaction price and are subsequently valued using market data for similar instruments (e.g., recent transactions or broker quotes), comparisons to benchmark derivative indices and valuation models. Valuation models are based on discounted cash flow techniques, for which the key inputs are the amount of expected future cash flows, market yields for such instruments and recovery assumptions. Inputs are determined based on relative value analyses, which incorporate similar instruments from similar issuers.

Independent Valuation Advisor — The Board, including a majority of the independent directors, has appointed an independent valuation advisor (“Independent Valuation Advisor”) to provide valuation services to the Fund in respect of the Fund’s investments in real estate debt (e.g., mortgage loans and mezzanine loans) and real property (e.g., direct investments in real property and interests in private holding vehicles of real property), which do not have readily available market prices. The Independent Valuation Advisor, subject to the oversight of the Adviser in its capacity as valuation designee, and ultimately the Board, is responsible for coordinating third party appraisals of the Fund’s underlying investments in real properties (including investments held through unconsolidated subsidiaries) and providing valuations and appraisals of the Fund’s underlying investments in real properties and debt investments for which there are not reliable readily available market prices.

Private Commercial Real Estate — The Fund’s investments in real estate ventures are valued based on the fair value of the underlying real estate and any related mortgage loans payable. The Adviser expects the primary methodology used to value the Fund’s underlying real properties owned by the Fund’s real estate ventures will be the income approach, whereby value is derived by determining the present value of an asset’s expected stream of future cash flows. Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate evidence. Fair value using the income approach is generally assessed at regular intervals and also in response to material, unbudgeted non-recurring income and expense events such as capital expenditures, prepayment penalties, assumption fees, tenant buyouts, lease termination fees and tenant turnover with respect to such property when the Adviser becomes aware of such events and the relevant

 

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information is available. Ongoing adjustments to the fair value derived using the income approach are also made to reflect (1) the accrual of income by the Fund’s investment in real estate ventures on the basis of data extracted from the annual budget for such property and (2) the calculated change in fair value resulting from the application of the income approach as of the next regular future valuation date recognized on straight-line basis through such date. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Under the sales comparison approach, the Independent Valuation Advisor or the third-party appraiser, as applicable, develops an opinion of value by comparing the subject property to similar, recently sold properties in the surrounding or competing area. For portfolios of properties, the sales comparison approach could include a portfolio premium or portfolio discount, as applicable. The replacement cost approach relies on the principle of substitution, which holds that when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming that no costly delay is encountered in making the substitution.

Except for single family rental properties, each asset is appraised by a third-party appraiser other than the Independent Valuation Advisor at least once per year and is valued by the Independent Valuation Advisor (or, in the case of certain assets located outside of the United States, a valuation firm designated by the Independent Valuation Advisor and approved by the Adviser) the remaining months of the year. Single family rental properties that have been acquired leased will be valued by the Independent Valuation Advisor each month following the first 45 days after acquisition. Single family rental properties that have been acquired vacant will be valued at cost until 45 days following the date the property is leased or the later of (a) 45 days following the date the property completes renovations or (b) three months after the acquisition date, and thereafter will be valued by the Independent Valuation Advisor each month.

Commercial Mortgage-backed Securities — Commercial mortgage-backed securities (“CMBS”) are securities backed by obligations (including certificates of participation in obligations) that are principally secured by commercial mortgages on real property or interests therein having a multifamily or commercial use, such as retail, office or industrial properties, hotels, apartments, nursing homes and senior living facilities. CMBS are typically issued in multiple tranches whereby the more senior classes are entitled to priority distributions from the trust’s income to make specified interest and principal payments on such tranches. Losses and other shortfalls from expected amounts to be received on the mortgage pool are borne by the most subordinate classes, which receive principal payments only after the more senior classes have received all principal payments to which they are entitled. The credit quality of CMBS depends on the credit quality of the underlying mortgage loans, which is a function of factors such as the principal amount of loans relative to the value of the related properties; the cash flow produced by the property; the mortgage loan terms, such as principal amortization; market assessment and geographic location; construction quality of the property; and the creditworthiness of the borrowers. The Fund has historically invested a significant portion of its portfolio in CMBS.

The valuations for CMBS are typically the prices supplied by independent third party pricing services, which may use market prices or broker/ dealer quotations or a variety of valuation techniques and methodologies. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the Adviser to be unreliable, the market price may be determined by the Adviser using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker.

Real Estate Loans — The Fund currently holds a mezzanine loan. Mezzanine loans are a type of subordinate loan in which the loan is secured by one or more direct or indirect ownership interests in an entity that directly or indirectly owns real estate. Mezzanine loans are subordinate to a first mortgage or other senior debt. Investors in mezzanine loans are generally compensated for the increased credit risk from a pricing perspective and still benefit from the right to foreclose on its security, in many instances more efficiently than the rights of foreclosure for first mortgage loans. Upon a default by the borrower under a mezzanine loan, the mezzanine lender generally can take control of the property owning entity on an expedited basis, subject to the rights of the holders of debt senior in priority on the property. Rights of holders of mezzanine loans are usually governed by intercreditor or interlender agreements, which may limit the Fund’s ability to pursue remedies.

Investment Transactions and Investment Income — Investment transactions are accounted for on the trade date, the date the order to buy or sell is executed. Amortization and accretion is calculated using the effective interest method over the life of the investment. Realized gains and losses are calculated on the identified cost basis.

Share Class Accounting — The Fund’s investment income, expenses (other than class-specific expenses, such as distribution and servicing fees) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Please refer to Note 6 for additional information on distribution and servicing fees allocated to certain share classes.

Cash and Cash Equivalents — Cash and cash equivalents substantially consists of money market funds with financial institutions that invest in securities with maturities of three or fewer months. As of June 30, 2024, the Fund was invested in the UBS Select Government Institutional Fund.

 

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Statement of Cash Flows — Information on financial transactions which have been settled through the receipt or disbursement of cash or foreign cash is presented in the Consolidated Statement of Cash Flows. Cash and foreign cash include cash and foreign cash on hand at the Fund’s custodian bank and do not include any short-term investments. As of and for the six months ended June 30, 2024, the Fund had no restricted cash presented on the Consolidated Statement of Assets and Liabilities.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currency transactions in the Statement of Operations.

Income from Underlying Investments — Distributions made to the Fund by the underlying investments in which the Fund invests may take several forms. The Fund re-characterizes distributions received from the underlying investments based on information provided by the underlying investment into the following categories: dividend income, long-term capital gains, and return of capital.

Financing Costs — Financing costs related to the Fund’s credit agreements are recorded as a deferred charge and amortized through the maturity date of the respective credit agreement. For the six months ended June 30, 2024, the amortization of deferred financing costs totaled $367,337.

Distributions to Stockholders — Distributions from net investment income of the Fund, if any, are paid on a monthly basis. Distributions to stockholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP. For tax purposes, a distribution that for purposes of GAAP is comprised of return of capital and net investment income may be subsequently re-characterized to also include capital gains. Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

Income Taxes — The Fund has elected to be taxed as a REIT. The Fund’s qualification and taxation as a REIT depend upon the Fund’s ability to meet on a continuing basis, through actual operating results, certain qualification tests set forth in the U.S. federal tax laws. Those qualification tests involve the percentage of income that the Fund earns from specified sources, the percentage of the Fund’s assets that falls within specified categories, the diversity of the ownership of the Fund’s shares of common stock, and the percentage of the Fund’s taxable income that the Fund distributes. No assurance can be given that the Fund will in fact satisfy such requirements for any taxable year. If the Fund qualifies as a REIT, the Fund generally will be allowed to deduct dividends paid to stockholders and, as a result, the Fund generally will not be subject to U.S. federal income tax on that portion of the Fund’s ordinary income and net capital gain that the Fund annually distributes to stockholders. The Fund intends to make distributions to stockholders on a regular basis as necessary to avoid material U.S. federal income tax and to comply with the REIT distribution requirements.

Other Information — The Fund believes the estimates and assumptions underlying these consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2024; however, uncertainty over the ultimate impact that significant domestic and macroeconomic events, such as ongoing inflationary pressures, high interest rates, uncertainty caused by recent U.S. bank failures, the war in Ukraine, the ongoing conflict between Israel and Hamas, and COVID-19, will have on the global economy generally, and the Fund’s business in particular, makes any estimates and assumptions as of June 30, 2024 inherently less certain than they would be absent these impacts. Actual results may ultimately differ materially from those estimates.

Certain events particular to each real estate market in which the Fund’s existing investments conduct their operations, as well as general economic, political, and geographic conditions, may have a significant negative impact on the operations and profitability of the investments. Such events are beyond the Fund’s control and cannot be predicted with certainty.

 

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3. Fair Value

The following table presents information about the Fund’s assets measured on a recurring basis as of June 30, 2024, and indicates the fair value hierarchy of the inputs utilized by the Fund to determine such fair value:

 

Assets  

 

 
Description    Quoted Prices
(Level 1)
     Other Significant
Observable Inputs
(Level 2)
    

Significant
Observable

Inputs

(Level 3)

     Total  

 

 

Investment:

           

Investments in Private Real Estate Equity

   $      $      $ 934,529,623      $ 934,529,623  

Investments in Real Estate Loans

                   65,490,802        65,490,802  

Commercial Mortgage-backed Securities

            92,216,343        86,221,742        178,438,085  

Money Market Fund

     77,519,087                      77,519,087  
  

 

 

 

Total Investments

   $   77,519,087      $   92,216,343      $   1,086,242,167      $   1,255,977,597  
  

 

 

 

Derivatives:

           

Foreign Currency Exchange Contracts

            8,080,896               8,080,896  
  

 

 

 

 

See Consolidated Schedule of Investments for additional detailed categorizations.

The following is a reconciliation of the investments in which significant unobservable inputs (Level 3) were used in determining value:

 

    

 Investments in 
Private Real

Estate Equity

   

 Investments in 
Real Estate

Loans

     Commercial
Mortgage-
backed
Securities
    Total  
  

 

 

 

Balance as of December 31, 2023

   $   992,563,561     $   62,643,356      $    109,217,570     $   1,164,424,487  

Purchases

     1,895,052                    1,895,052  

Sales (Includes Paydowns)

     (312,803            (25,622,829     (25,935,632

Realized loss

                  (15,195,202     (15,195,202

Accrued premiums/(discounts)

           152,179        9,573       161,752  

Net change in unrealized appreciation/(depreciation)

     (59,616,187     2,695,267        17,812,630       (39,108,290

Transfers In

                         
  

 

 

 

Balance as of June 30, 2024

   $ 934,529,623     $ 65,490,802      $ 86,221,742     $ 1,086,242,167  
  

 

 

 

Net change in unrealized appreciation/(depreciation) on investments

held at June 30, 2024

   $ (59,616,187   $ 2,695,267      $ 427,557     $ (56,493,363
  

 

 

 

The following table summarizes the valuation techniques and unobservable inputs used to determine the fair value of certain material Level 3 investments.

 

     Fair Value at
June 30, 2024
     Valuation
Technique
   Unobservable Input(s)    Range of Values      Impact to
Valuation from an
Increase in Input
      Discounted    Discount Rate      4.25% - 7.50%      Decrease

Investments in Private Real Estate Equity

     $934,529,623      Cash Flow    Exit Capitalization Rate      3.65% - 6.25%      Decrease

Investments in Real Estate Loans

     $65,490,802      Yield Method    Credit Spread      9.00%      Decrease

Commercial Mortgage-backed Securities

     $86,221,742      Yield Method    Credit Spread      5.50% - 13.00%      Decrease

 

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4. Investments

Below is a summary of the latest available financial information for the Fund’s unconsolidated significant subsidiaries as of June 30, 2024. The values below represent a 100% share of the unconsolidated significant subsidiaries, including any portion not owned by the Fund. Each of the Fund’s significant subsidiaries is a real estate operating venture that uses historical cost based accounting whereby real properties are initially capitalized at cost and subject to a depreciation charge over time. As of June 30, 2024, the real estate properties reflected below at a gross carrying value of $3,183,332,107 on such depreciated historical cost basis were deemed to have an equivalent estimated fair value of $3,313,089,676 under the Fund’s valuation procedures.

The Fund values its share of net equity interests in these significant subsidiaries at fair value. At June 30, 2024, the estimated fair value of the Fund’s net equity interest in these significant subsidiaries was $934,529,623.

 

      As of June 30, 
2024
 

Balance Sheet:

  

Assets:

  

Real estate properties

     $3,183,332,107  

Cash

     56,641,722  

Other assets

     220,872,780  
  

 

 

 

Total assets

     3,460,846,609  
  

 

 

 

Liabilities and equity:

  

Financing secured by properties

     2,540,685,397  

Other liabilities

     89,313,358  
  

 

 

 

Total liabilities

     2,629,998,755  
  

 

 

 

Equity

     830,847,854  
  

 

 

 

Total liabilities and equity

     $3,460,846,609  
  

 

 

 
      For the Six Months 
Ended
June 30, 2024
 

Income Statement:

  

Revenue

     $112,656,032   

Expenses

     (139,829,352)   
  

 

 

 

Net loss

     $(27,173,320)   
  

 

 

 

5. Forward Foreign Currency Contracts

The Fund enters into forward foreign currency contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated portfolio transactions. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed. Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statement of Assets and Liabilities. The Fund’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

 

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At June 30, 2024, the fair value of forward foreign currency contracts were assets of $8,080,896. This is located on the Consolidated Statement of Assets and Liabilities under Forward foreign currency contracts. For the six months ended June 30, 2024, the change in net unrealized appreciation on forward foreign currency contracts was $4,797,338. This is located on the Consolidated Statement of Operations under Forward foreign currency contracts. The primary risk exposure of forward foreign currency contracts is foreign exchange risk. For the six months ended June 30, 2024, the Fund’s average monthly market value of forward foreign currency contracts sold was $61,051,804.

6. Related Party Transactions

Investment Advisory Agreement — The Board approved the Advisory Agreement on July 29, 2020 and the Fund entered into the Advisory Agreement on May 18, 2021. The Board approved the continuation of the Advisory Agreement for an additional year on November 7, 2023. In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund pays the Adviser a monthly management fee at the annual rate of 1.25% of the average daily value of the Fund’s net assets (the “Management Fee”) and a quarterly incentive fee at the annual rate of 12.5% of the Fund’s Portfolio Operating Income, as defined below.

“Portfolio Operating Income” means (1) the Fund’s share of Net Operating Income (as defined below) from the Fund’s real estate equity investments; plus (2) the Fund’s net investment income (or loss) from debt, preferred equity investments and traded real estate-related securities; minus (3) the Fund’s expenses (excluding the incentive fee and distribution and servicing fees).

“Net Operating Income” means operating revenue net of operating expenses (inclusive of interest on investment level debt) for the Fund’s operating entities that invest in real estate and excludes (i) gains or losses from sales of depreciable real property, (ii) impairment writedowns on depreciable real property, (iii) real estate-related depreciation and amortization for each real estate operating venture and (iv) adjustments for recognizing straight line rent.

Under the Advisory Agreement and pursuant to exemptive relief received from the SEC, the Adviser may elect to receive all or a portion of its management and incentive fees in shares of the Fund’s common stock. For more information on the exemptive relief, refer to the Fund’s amended application for exemptive relief (File No. 812-15096-01), filed with the SEC on December 18, 2020.

During the six months ended June 30, 2024, the Adviser earned a Management Fee of $7,774,076 and an incentive fee of $2,937,436. During the six months ended June 30, 2024, the Fund issued 297,983 shares and 113,815 shares to an affiliate of the Adviser in lieu of Management Fees and incentive fees, respectively.

Expense Limitation Agreement — The Fund has entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Adviser pursuant to which the Adviser waives its monthly Management Fee and/or pay, absorb or reimburse the Fund’s “Specified Expenses” (as defined below) to the extent necessary so that, for any fiscal year, the Fund’s Specified Expenses do not exceed a 0.50% of the average daily value of the Fund’s net assets. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, including organizational and offering costs, with the exception of (i) the Management Fee, (ii) the incentive fee, (iii) the servicing fee, (iv) the distribution fee, (v) property level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated investments, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (viii) taxes, and (ix) extraordinary expenses (as determined in the sole discretion of the Adviser). The Fund has agreed to repay these amounts (“Reimbursement Payment”), when and if requested by the Adviser, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within the 36-month period after the Adviser waived or reimbursed such fees or expenses. The Expense Limitation Agreement will be in effect through April 30, 2025, but may be renewed by the mutual agreement of the Adviser and the Fund for successive terms.

For the six months ended June 30, 2024, the Adviser agreed to reimburse expenses of $1,336,293 incurred by the Fund pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within the 36-month period after the Adviser waived or reimbursed such fees or expenses. The Due from Adviser amount of $453,307 as of June 30, 2024 is related to amounts waived under the Expense Limitation Agreement, net of amounts due to the Adviser for expenses paid on behalf of the Fund.

Shareholder Priority Plan — On June 4, 2024, KKR Alternative Assets LLC (“KAA”), an affiliate of the Adviser, contractually committed to the Fund to continue to hold 7,732,435.9980 of Class I Shares currently owned by KAA, representing approximately $200 million based on the Fund’s NAV as of May 28, 2024 (the “Support Shares”), through June 1, 2027 and, to the extent necessary, contribute such shares to the Fund to support a NAV per share of $27.00 on June 1, 2027. If on June 1, 2027 the Fund’s NAV per share is less than $27.00 per share for any share class, KAA will contribute to the Fund as many of the Support Shares as are required, up to the maximum number of Support Shares, to reduce the number of outstanding shares and increase the NAV per share for each class of the Fund’s shares up to $27.00 per share (the “Shareholder

 

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Priority Plan”). If the Fund’s NAV per share for any class on June 1, 2027 is less than $27.00 per share and the contribution of all of the Support Shares is not sufficient to cause the NAV per share for each class to equal $27.00 per share, KAA will contribute all such Support Shares to support the Fund’s NAV per share on such date. While the Shareholder Priority Plan is a contractual obligation to support the Fund’s NAV per share, there is no guarantee that the contribution of the Support Shares will be sufficient to achieve a $27.00 per share NAV on June 1, 2027. For the avoidance of doubt, KAA is not obligated to contribute any of the Support Shares prior to June 1, 2027, and KAA is not obligated to contribute any of the Support Shares if the NAV per share for each class equals or exceeds $27.00 per share on June 1, 2027.

Administrator — KKR Fund Administration LLC (the “Administrator”) serves as the Fund’s administrator and accounting agent. The Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to stockholders and reports filed with the SEC, preparing materials and coordinating meetings of the Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Fund bears all costs and expenses of its operations, administration and transactions, including the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its duties, including the allocable portion of the compensation paid by the Administrator (or its affiliates) to the Fund’s chief compliance officer and chief financial officer and their respective staffs as well as investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund. For the six months ended June 30, 2024, the Fund incurred $402,787 for these services.

The Bank of New York Mellon serves as sub-administrator to the Fund (the “Sub-Administrator”). Under the Sub-Administration Agreement, the Sub-Administrator maintains the Fund’s general ledger, assists in making certain regulatory filings for the Fund, and is responsible for calculating the net asset value of the Fund’s shares of common stock and generally managing the administrative affairs of the Fund. The Sub-Administrator also provides real estate administrative services to the Fund.

Distributor — Pursuant to a Distribution Agreement, KKR Capital Markets LLC (the “Distributor”), an affiliate of the Adviser, serves as distributor of the Fund’s shares. The Fund has adopted a distribution and service plan for Class U Shares, Class D Shares and Class S Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the plan, the Fund compensates the Distributor for direct and indirect costs and expenses incurred in connection with shareholder servicing and advertising, marketing and other distribution services in an amount not to exceed 0.85% (0.60% Rule 12b-1 distribution fee and 0.25% shareholder service fee), for Class U and Class S Shares, and 0.25%, for Class D Shares, on an annualized basis of the average daily net assets of the respective class. On May 11, 2023, all outstanding Class D Shares were converted to Class I Shares. Class D Shares were reopened on September 19, 2023. Class I Shares do not incur distribution or servicing fees.

Property Managers — The Fund and its real estate ventures have hired and expect in the future to hire third-party or affiliated property managers (who could also be joint venture partners for an investment) at prevailing market rates to perform management and specialized services for the Fund’s commercial real estate investments.

AIP — Alpha Industrial Properties (the “AIP Manager”) is an industrial property operating platform owned by another KKR-managed fund. The AIP Manager provides property management and asset management services to the industrial assets owned by the Fund’s unconsolidated subsidiaries for market based compensation on an arms’ length basis. The property management and asset management fees paid to the AIP Manager by the Fund’s unconsolidated subsidiaries totaled $565,613 for the six months ended June 30, 2024.

Drawbridge — Drawbridge Realty Management, LLC (“Drawbridge”) is a vertically integrated platform that manages high quality net lease office assets across the United States and provides property management services to the Fund’s unconsolidated subsidiaries for prime single tenant properties on an arms’ length basis. KKR has a majority ownership interest in Drawbridge and Drawbridge is controlled by a board of managers comprised of two KKR members and two non-KKR members. The property management fees paid to Drawbridge by the Fund’s unconsolidated subsidiaries totaled $389,684 for the six months ended June 30, 2024.

MCH — My Community Homes (“MCH”) provides certain management services to permit the institutional ownership of SFR homes which the Fund engages. MCH is a platform owned by another KKR-managed fund that was established to non-exclusively support the accumulation and management SFR homes on behalf of KKR-affiliated accounts, including the Fund’s unconsolidated subsidiaries. MCH does not charge fees to the KKR funds and accounts it manages homes on behalf of, and instead allocates a pro-rata share of its actual costs to those KKR funds and investments. Expenses are allocated between the applicable accounts based on homes under management, homes acquired in a given period, or other reasonable methods. The expenses allocated to the Fund’s unconsolidated subsidiaries totaled $1,471,611 for the six months ended June 30, 2024.

 

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SLP Strategic Lease Partners (“SLP”) was formed by KKR in 2021 as a platform for specific KKR real estate and credit funds to aggregate a diversified portfolio of net lease investments. The SLP platform targets a relatively broad range of properties across (i) manufacturing/food production, (ii) warehouse/logistics, (iii) specialized (lab, R&D, hybrid) and (iv) long-term office. It is contemplated that SLP could be engaged as the property manager for future long-leased industrial/manufacturing properties where relevant on the same market terms as the Fund currently engages the AIP Manager, discussed above.

GA Global Atlantic (“GA”) is a U.S. retirement and life insurance company, with a broad range of investment products and access to a network of financial advisers and independent broker-dealers. As of 2024, GA is a wholly-owned subsidiary of KKR, operating as a standalone insurance business. Global Atlantic Distributors, LLC, a subsidiary of GA, serves as a sub-distributor of the Fund and provides wholesaling distribution services for the Fund in the independent broker-dealer channel. For the six months ended June 30, 2024, the Fund incurred $156 for these services.

Sentio Sentio Investments, LLC (“Sentio”) is a vertically integrated platform owned by another KKR-managed fund that manages a national portfolio of senior housing communities. Sentio has been engaged to serve as property manager for the planned and future purchases of certain senior housing investments by the Fund. During the six months ended June 30, 2024, the Fund did not incur a fee.

K-STAR K-STAR Asset Management LLC (“K-STAR”) is a real estate credit asset management and special servicing platform. K-STAR has been engaged to serve as special servicer of certain CMBS trusts where the Fund is the directing certificate holder, and has been appointed by the Fund to carry out the operational aspects of certain directly originated loans held by KREST. During the six months ended June 30, 2024, the Fund did not incur a fee.

Debt Arrangement Fees — The Distributor provided debt arrangement services, including in connection with Fund financings and property level debt placements for certain of the Fund’s real estate ventures. During the six months ended June 30, 2024, the Fund did not incur a fee.

Other — Certain officers of the Fund are also officers of the Adviser. Such officers are paid no fees by the Fund for serving as officers of the Fund.

7. Investment Transactions

The cost of investments purchased and the proceeds from the sale of investments, other than short-term investments, for the six months ended June 30, 2024 were as follows:

 

     Investments    

Purchases

   $    11,062,632  

Sales

   $ 72,332,448  

8. Fund Borrowings

In December 2022, the Fund entered into a Revolving Credit Facility (the “Credit Agreement”) with Barclays Bank PLC, Goldman Sachs Lending Partners LLC and Wells Fargo Bank N.A. in the amount of $250,000,000. The interest rate on Benchmark Advances under the Credit Agreement is the Secured Overnight Financing Rate (“SOFR”) plus applicable margin of (a) 3.05% for borrowings in U.S. dollars or (b) 3.00% for borrowings in currencies other than U.S dollars and Sterling. The Fund pays a non-usage fee equal to 0.35% per annum on the daily unused portion of the committed line. In October 2023, the Fund extended the Credit Agreement for two years through December 15, 2025. The Credit Agreement also has a one year extension option through December 15, 2026. At June 30, 2024, the Fund had no borrowings outstanding under the Credit Agreement. Under the terms of the Credit Agreement, the Fund is subject to customary affirmative and negative covenants. As of June 30, 2024, the Fund was in compliance with all of its covenants.

With respect to these borrowings, during the six months ended June 30, 2024, the average dollar amount of borrowings on the days that the Fund had a loan outstanding was $12,347,826 at an average interest rate of 8.375%. Interest expense of $865,799 connection with these borrowings is included on the Consolidated Statement of Operations.

 

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9. Distributions to Stockholders by Class

 

    

Six Months Ended

June 30, 2024(1)

(Unaudited)

    

Year Ended

December 31, 2023(2)

 
  

 

 

 
      Per Share       Amount      Per Share      Amount    
  

 

 

 

Class I

    $   0.78      $ 13,458,496      $   1.56      $ 26,020,615  

Class U

     0.67        20,134,042        1.31        44,295,758  

Class D(3)

     0.74        4,817        0.95        10,536  

Class S

     0.67        2,182        1.31        4,153  
     

 

 

       

 

 

 

Total

      $     33,599,537         $     70,331,062  
     

 

 

       

 

 

 

 

(1) 

Stockholders will be informed of the tax characteristics of the distributions after the close of the 2024 fiscal year.

 

(2) 

Taxed as a return of capital. The characterization of the amounts of dividends and distributions of net investment income are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

 

(3) 

Class D Shares commenced operations on March 4, 2022. On May 11, 2023, all outstanding Class D Shares were converted to Class I Shares. Class D Shares were reopened on September 19, 2023.

10. Capital Stock Transactions

At June 30, 2024, the Fund had 500 million shares of capital stock authorized with a par value of $0.001 per share. Transactions in shares of each class were as follows for the periods indicated:

 

    

Six Months Ended

June 30, 2024

(Unaudited)

        

Year Ended

December 31, 2023

 
  

 

 

      

 

 

 
       Shares          Amount              Shares          Amount    
  

 

 

      

 

 

 

Class I

             

Shares issued

     3,457,216       $ 89,233,535           3,432,630       $  100,419,624   

Share class exchanges

     —         —           13,474         405,567   

Shares issued on reinvestment

     103,511         2,697,544           184,800         5,342,178   

Shares repurchased through tender offer

     (927,269)        (24,701,386)          (3,402,248)        (101,084,882)  
  

 

 

      

 

 

 

Net increase

        2,633,458       $   67,229,693           228,656       $ 5,082,487   
  

 

 

      

 

 

 

Class U

             

Shares issued

     806,050       $ 21,053,476              2,690,693       $ 79,796,213   

Share class exchanges

     —         —           —         —   

Shares issued on reinvestment

     424,528         11,070,738           838,076         24,259,850   

Shares repurchased through tender offer

     (3,912,160)        (103,450,450)          (7,127,367)        (210,483,690)  
  

 

 

      

 

 

 

Net decrease

     (2,681,582)      $ (71,326,236)          (3,598,598)      $ (106,427,627)  
  

 

 

      

 

 

 

Class D(1)

             

Shares issued

     —       $ —           6,309       $ 180,060   

Share class exchanges

     —         —           (13,474)        (405,567)  

Shares issued on reinvestment

     185         4,817           226         6,611   

Shares repurchased through tender offer

     —         —           (1,141)        (34,904)  
  

 

 

      

 

 

 

Net increase (decrease)

     185       $ 4,817           (8,080)      $ (253,800)  
  

 

 

      

 

 

 

Class S

             

Shares issued on reinvestment

     83       $ 2,182          144       $ 4,153  
  

 

 

      

 

 

 

Net increase

     83       $ 2,182          144       $ 4,153  
  

 

 

      

 

 

 

 

(1) 

Class D Shares commenced operations on March 4, 2022. On May 11, 2023, all outstanding Class D Shares were converted to Class I Shares. Class D Shares were reopened on September 19, 2023.

 

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11. Tender Offers

On the commencement dates below, the Fund commenced tender offers for up to 5% of all of its outstanding shares of common stock subject to the right to purchase additional shares representing up to 2.0% of the Fund’s aggregate NAV without amending or extending the offer. The purchase prices of properly tendered Shares were equal to the net asset value per Share as of the close of the New York Stock Exchange trading session on the date the tender offer expired. The duly tendered Shares were not withdrawn.

 

Commencement    Expiration         Announcement    Share    Total Shares     Total Shares     Purchase
Date    Date          Date    Class    Tendered     Repurchased     Price
            Class I      1,433,067       888,874      $30.45 

 December 14, 2022

   January 13, 2023         January 18, 2023   

 

Class U

     2,765,918       1,715,588     $30.45
            Class I      1,471,439 (1)      1,088,644 (1)    $30.59
            Class U      2,037,012 (1)      1,510,761 (1)    $30.59

 March 17, 2023

   April 14, 2023         April 19, 2023    Class D      1,542 (1)       1,141 (1)     $30.59
            Class I      320,836       320,836     $28.85

 June 7, 2023

   July 7, 2023         July 12, 2023   

 

Class U

     2,506,627       2,506,627     $28.84
            Class I      1,426,889       1,103,894     $28.50

 September 8, 2023

   October 6, 2023         October 11, 2023    Class U      1,802,528       1,394,391     $28.50
            Class I      830,389 (1)      630,608 (1)    $26.93

 December 13, 2023

   January 12, 2024         January 18, 2024   

 

Class U

     2,396,409 (1)      1,819,925 (1)    $26.93
            Class I      617,922       296,661     $26.02

 March 15, 2024

   April 14, 2024         April 19, 2024    Class I      4,361,423       2,092,235     $26.02
            Class I      708,940 (1)      398,779 (1)    $25.59

 June 12, 2024

   July 12, 2024         July 17, 2024   

 

Class U

     3,442,792 (1)      1,936,322 (1)    $25.59

 

(1) 

Subsequent to the expiration date, the Fund accepted repurchase requests that were submitted timely and in good order by a Fund stockholder, and as a result, the number of shares tendered and repurchased in connection with the tender offer, as reported in this shareholder report on Form N-CSR, differs immaterially from the number of shares reported as tendered and repurchased in the Fund’s Schedule TO filings.

12. Risk Considerations

An investment in the Fund, and the Fund’s investments, will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets, among other risks. These risks include, but are not limited to, those described below:

Private Commercial Real Estate Risk — Lease defaults, terminations by one or more tenants or landlord-tenant disputes may reduce the Fund’s revenues and net income. Any of these situations may result in extended periods during which there is a significant decline in revenues or no revenues generated by a property. If this occurred, it could adversely affect the Fund’s results of operations. The Fund’s financial position and its ability to make distributions may also be adversely affected by financial difficulties experienced by any major tenants, including bankruptcy, insolvency or a general downturn in the business, or in the event any major tenants do not renew or extend their relationship as their lease terms expire. A tenant in bankruptcy may be able to restrict the ability to collect unpaid rents or interest during the bankruptcy proceeding. Furthermore, dealing with a tenants’ bankruptcy or other default may divert management’s attention and cause the Fund to incur substantial legal and other costs. The Fund’s investments in real estate will be pressured in challenging economic and rental market conditions. If the Fund is unable to re-let or renew leases for all or substantially all of the space at these properties, if the rental rates upon such renewal or re-letting are significantly lower than expected, or if the Fund’s reserves for these purposes prove inadequate, the Fund will experience a reduction in net income and may be required to reduce or eliminate cash distributions. The Fund may obtain only limited warranties when it purchases an equity investment in private commercial real estate. The purchase of properties with limited warranties increases the risk that the Fund may lose some or all of its invested capital in the property, as well as the loss of rental income from that property if an issue should arise that decreases the value of that property and is not covered by the limited warranties. If any of these results occur, it may have a material adverse effect on the Fund’s business, financial condition and results of operations and the Fund’s ability to make distributions.

 

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Prime Single Tenant Risk — The Fund depends on its tenants for revenue, and therefore the Fund’s revenue is dependent on the success and economic viability of its tenants. Certain of the Fund’s investments in prime single tenant properties may be leased out to single tenants that the Adviser believes have favorable credit profiles and/or performance attributes supporting highly visible long-term cash flows. Adverse impacts to such tenants, including as a result of changes in market or economic conditions, natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on the Fund’s business and financial results. As a result, such tenants may in the future be, required to suspend operations at the Fund’s properties for what could be an extended period of time. Further, if such tenants default under their leases, the Fund may not be able to promptly enter into a new lease or operating arrangement for such properties, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or the Fund may be required to make capital improvements to such properties for a new tenant, any of which could adversely impact the Fund’s operating results.

Liquidity Risk — The Fund is designed primarily for long-term investors and an investment in the Fund’s common stock should be considered illiquid. The common stock is not currently listed for trading on any securities exchange. There is currently no public market for the common stock and none is expected to develop. Although the Fund may offer to repurchase common stock from stockholders, no assurance can be given that these repurchases will occur as contemplated or at all.

CMBS Risk — The Fund invests a significant amount of its assets in commercial mortgage-backed securities (“CMBS”), which are, generally, securities backed by obligations (including certificates of participation in obligations) that are principally secured by mortgages on real property or interests therein having a multifamily or commercial use, such as regional malls, other retail space, office buildings, industrial or warehouse properties, hotels, nursing homes and senior living centers. CMBS are subject to particular risks, including lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. The Fund has historically invested a significant portion of its portfolio in CMBS.

Single Family Rental Market Risk — A portion of the Fund’s investment portfolio will consist of interests in private investment vehicles that own or otherwise have interests in single family rental properties that are professionally managed. The Fund may also have direct interests in single family rental properties or debt instruments or preferred equity securities providing exposure to such properties. Until recently, the single family rental business consisted primarily of private and individual investors in local markets and was managed individually or by small, non-institutional owners and property managers, many of which may have more specialized market knowledge than the Adviser. Entry into this market by large, well-capitalized investors is a relatively recent trend, so few peer funds or companies exist and none have yet established long-term track records that might assist the Adviser in predicting whether such business model and investment strategy can be implemented and sustained over an extended period of time. A downturn or slowdown in the rental demand for single family housing caused by adverse economic, regulatory, or environmental conditions, or other events may have an impact on the value of the Fund’s assets or operating results. There may be seasonal fluctuations in rental demand, with demand higher in the spring and summer than in the late fall and winter. Such seasonal fluctuations may impact the Fund’s performance. In addition to general, regional, national and international economic conditions, the Fund’s performance will be impacted by the economic conditions in the markets where the Fund holds single family assets. The Adviser may not be able to select these markets appropriately.

Leverage Risk — The Fund may use leverage in connection with its investments, including through property level leverage at the Fund’s real estate ventures. Leverage may result in greater volatility of the net asset value (“NAV”) of, and distributions on, the common stock because changes in the value of the Fund’s portfolio investments, including investments purchased with the proceeds from borrowings or the issuance of Preferred Stock, if any, are borne entirely by holders of common stock.

Risks Related to Recent Developments in the Banking Sector — Uncertainty caused by recent bank failures—and general concern regarding the financial health and outlook for other financial institutions—could have an overall negative effect on banking systems and financial markets generally. The recent developments could also have other implications for broader economic and monetary policy, including interest rate policy. There can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect the Fund or one or more of its portfolio investments or its overall performance.

Risks Related to the Fund’s REIT Status — The Fund expects to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, various compliance requirements could be failed and could jeopardize the Fund’s REIT status.

Valuation Risk — Within the parameters of the Fund’s valuation guidelines and applicable U.S. Securities and Exchange Commission and accounting rules and guidance, the valuation methodologies used to value the Fund’s assets will involve subjective judgments and projections and that ultimately may not materialize. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond the Fund’s control and the control of the Adviser and the Independent Valuation Advisor. Rapidly changing market conditions or material events may not be immediately reflected in our daily NAV.

 

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Investment and Market Risk — An investment in the Fund involves a considerable amount of risk. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs. Investment in common stock represents an indirect investment in the assets owned by the Fund, and the value of these assets will fluctuate, sometimes rapidly and unpredictably, and such investment is subject to investment risk, including the possible loss of the entire principal amount invested. The Fund will be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which it invests or operates, including factors affecting interest rates, the availability of credit, currency exchange rates, trade barriers and international conflicts (such as Russia’s recent military invasion of Ukraine).

Inflation Risk — The value of both equity and debt investments, or income from investments (including rents on long-term leases) will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. Inflation creates uncertainty over the future real value (after inflation) of an investment. Additionally, there is a risk that market rents will continue to rise and rents on long-term leases will be locked in at below market rates. In the U.S., inflation has accelerated in recent months as a result of global supply chain disruptions, a rise in energy prices, strong consumer demand as economies continue to reopen following the COVID-19 pandemic, and other factors, and the U.S. Federal Reserve has tightened monetary policy in response.

Epidemics and Pandemics Risk — Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and the novel Coronavirus (“COVID-19”). The ongoing COVID-19 pandemic has had, and will continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment have been and continued to be impacted by the pandemic, including adverse impacts on global supply chains and inflationary pressures. While the development of vaccines has slowed the spread of the virus and allowed for the resumption of reasonably normal business activity in the United States, the global impact of the pandemic has evolved over time and will not be known for some time. Additionally, there is no guarantee that vaccines will continue to be effective against emerging variants of the disease. As this pandemic has illustrated, such events may affect certain geographic regions, countries, sectors and industries more significantly than others. These events also adversely affect the prices and liquidity of the Fund’s portfolio securities or other instruments and could result in disruptions in the trading markets. Any of such circumstances could have a materially negative impact on the value of the Fund’s shares and result in increased market volatility. The operations of KKR (including those relating to the Fund) have been, and could continue to be, adversely impacted, including through quarantine measures and travel restrictions imposed on KKR personnel or service providers based or temporarily located in affected countries, or any related health issues of such personnel or service providers. Any of the foregoing events could materially and adversely affect the Fund’s ability to source, manage and divest its investments and its ability to fulfill its investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.

Interest Rate Risk — The Fund’s investments will expose it to interest rate risk, meaning that changes in prevailing market interest rates could negatively affect the value of such investments. If interest rates increase, so could the Fund’s interest costs for new debt, including variable rate debt obligations under any credit facility or other financing. This increased cost could make the financing of any development or acquisition more costly. Changes in interest rates may also affect certain of the Fund’s investments in traded real estate-related securities to the extent such debt does not float as a result of floors or otherwise. Factors that will affect market interest rates include, without limitation, inflation, deflation, slow or stagnant economic growth or recession, unemployment, money supply, governmental monetary policies, international disorders and instability in domestic and foreign financial markets.

Illiquid Investment Risk — Many of the Fund’s investments will be illiquid, including the Fund’s private commercial real estate investments. A variety of factors could make it difficult for the Fund to dispose of any of its illiquid assets on acceptable terms even if a disposition is in the best interests of the Fund’s stockholders. The Fund cannot predict whether it will be able to sell any asset for the price or on the terms set by it or whether any price or other terms offered by a prospective purchaser would be acceptable to the Fund. The Fund also cannot predict the length of time needed to find a willing purchaser and to close the sale of an asset. The Fund may be required to expend cash to correct defects or to make improvements before an asset can be sold, and there can be no assurance that it will have cash available to correct those defects or to make those improvements. As a result, the Fund’s ability to sell investments in response to changes in economic and other conditions could be limited. Limitations on the Fund’s ability to respond to adverse changes in the performance of its investments may have a material adverse effect on the Fund’s business, financial condition and results of operations and the Fund’s ability to make distributions.

Non-U.S. Investment Risk — The Fund has in the past invested and may in the future continue to invest in real estate located outside of the United States and real estate debt issued in, and/or backed by real estate in, countries outside the United States, including Asia and Europe. Non-U.S. real estate and real estate-related investments involve certain factors not typically associated with investing in real estate and real estate-related investments in the U.S., including risks relating to (i) currency exchange matters; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between U.S. and non-U.S. real estate markets, including potential price volatility in and relative illiquidity of some non-U.S. markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (v) certain economic,

 

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social and political risks; (vi) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such investments; (vii) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (viii) different laws and regulations including differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (ix) political hostility to investments by foreign investors; (x) less publicly available information; (xi) obtaining or enforcing a court judgement abroad; (xii) restrictions on foreign investment in other jurisdictions; and (xiii) difficulties in effecting repatriation of capital.

For more information on these and other risks, refer to the Fund’s prospectus.

13. Federal Income Taxes

The timing and characterization of certain income, capital gains, and return of capital distributions are determined annually in accordance with federal tax regulations, which may differ from GAAP. As a result, the net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital, accumulated net investment income/loss or accumulated net realized gain/loss, as appropriate, in the period in which the differences arise.

GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current period, the Fund did not have any reclassifications.

For the year ended December 31, 2023, the tax character of distributions paid by the Fund was $70,331,063 of return of capital.

The following shows the components of distributable earnings (losses) on a federal income tax basis at December 31, 2023:

 

          
 

Accumulated net operating loss

   $ (61,380,627)    
 

Net unrealized depreciation

     (59,509,847)    
 

Other book/tax temporary differences

      138,446,241   
    

 

 

 
 

Total Distributable Earnings

   $ 17,555,767   
    

 

 

 

At June 30, 2024, the federal tax basis, aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows:

 


          
 

Federal tax cost

   $  1,127,608,256   
    

 

 

 
 

Gross unrealized appreciation

   $ 134,842,169   
 

Gross unrealized depreciation

     (83,991,915)    
    

 

 

 
 

Net unrealized appreciation

   $ 50,850,254   
    

 

 

 

Taxable income amounts disclosed above are estimates based on the best available information as of the date of this report.

 

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Adjusted Funds from Operations and Funds Available for Distribution (Unaudited)

We believe adjusted funds from operations (“AFFO”) is a meaningful non-GAAP supplemental measure of the operating results of the Fund and its investments excluding the impact of certain non-cash items. The Fund defines AFFO as the increase in net assets applicable to Common Stockholders from operations (calculated in accordance with GAAP), excluding (i) the change in net unrealized (appreciation) depreciation of investments, (ii) amortization premium (accretion of discount) on real estate securities, (iii) amortization of deferred origination fees on real estate loans, (iv) amortization of deferred financing costs, (v) management fees, incentive fees, and director fees paid in shares of the Fund, (vi) realized (gains) losses, and (vii) stockholder specific expenses and including undistributed income attributable to the Fund’s unconsolidated subsidiaries. Stockholder specific expenses are included within Total Distributions, distribution and servicing fees to reflect that distributions paid on each of the Fund’s share class are generally reduced relative to the distributions paid to Class I stockholders by such amounts.

AFFO should not be considered to be more relevant or accurate than the GAAP methodology in evaluating our operating performance. In addition, AFFO should not be considered as alternatives to net investment income (loss) or increase (decrease) in net assets applicable to common stockholders from operations, or as indications of our performance, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, AFFO is not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

 

     For the Six

 

 Months Ended 

 

June 30, 2024

 

Increase (Decrease) in Net Assets Applicable to Common Stockholders from operations

   $ (31,802,722)  

Adjustments to arrive at AFFO:

  

Change in net unrealized (appreciation) depreciation of investments

     32,612,954   

Amortization of premium (accretion of discount) on real estate securities

     (84,725)  

Amortization of deferred origination fees on real estate loans

     (152,179)  

Amortization of deferred financing costs

     367,337   

Non-cash management fees

     7,774,076   

Non-cash incentive fees

     2,937,436   

Non-cash director fees

     150,000   

Realized (gain) loss on foreign currency transactions

     12,923   

Realized (gain) loss on investments

     15,472,458   

Distribution and servicing fees

     3,361,949   

Undistributed income attributable to non-consolidated joint ventures

     902,987   
  

 

 

 

AFFO attributable to Common Stockholders

     31,552,494   
  

 

 

 

Distributions to Common Stockholders

     33,599,537   

Distribution and servicing fees

     3,361,949   
  

 

 

 

Total Distributions, distribution and servicing fees

   $ 36,961,486   
  

 

 

 

 

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Dividend Reinvestment Plan (Unaudited)

Pursuant to the Fund’s Distribution Reinvestment Plan (the “DRIP”), income dividends and/or capital gain distributions to stockholders will automatically be reinvested in additional shares of common stock (“Shares”) by DST Asset Manager Solutions, Inc. (the “DRIP Administrator”) unless the stockholders elects to receive cash. A stockholder may terminate participation in the DRIP at any time by notifying the DRIP Administrator via email at kkrcrmteam@dstsystems.com, by telephone at (855) 844-8655 or in writing to DST Asset Manager Solutions, Inc. at KKR Real Estate Select Trust, Inc., PO Box 219302, Kansas City, MO 64121-9302. Stockholders whose Shares are held in the name of a broker or other nominee and who wish to elect to receive any dividends and distributions in cash must contact their broker or nominee. All distributions to stockholders who do not participate in the DRIP, or have elected to terminate their participation in the DRIP, are paid by wire or check mailed directly to the record holder by or under the direction of the DRIP Administrator when the Fund’s board of directors declares a distribution.

The DRIP Administrator maintains all stockholder accounts in the DRIP and furnishes written confirmations of all transactions in the account, including information needed by stockholders for tax records. Shares in the account of each DRIP participant are held by the DRIP Administrator in non-certificated form in the name of the participant, and each stockholder’s proxy includes Shares purchased pursuant to the DRIP. The DRIP Administrator will forward all proxy solicitation materials to participants and vote proxies for Shares held under the DRIP in accordance with the instructions of the participants.

There is no charge to participants for reinvesting regular distributions and capital gains distributions; however, the Fund reserves the right to amend the DRIP to include a service charge payable by the participants. The fees of the DRIP Administrator for handling the reinvestment of regular distributions and capital gains distributions are included in the fee to be paid by us to our transfer agent. There are no brokerage charges with respect to Shares issued directly by us as a result of regular distributions or capital gains distributions payable either in Shares Stock or in cash.

The automatic reinvestment of such dividends or distributions does not relieve participants of any income tax that may be payable on such dividends or distributions. The Fund reserves the right to amend or terminate the DRIP at any time. Any expenses of the DRIP will be borne by the Fund. All correspondence or questions concerning the DRIP should be directed to DST Asset Manager Solutions, Inc.

For direct stockholders, if you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current net asset value, and to reinvest all subsequent distributions. Stockholders that invest through a financial intermediary should contact their financial intermediary directly.

 

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-OR-

 

  (a)

 Not applicable.

 

  (b)

 The notice transmitted to stockholders in reliance on Rule 30e-3 is attached herewith.


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LOGO

 

 

An Important Report to Shareholders of

KKR Real Estate Select Trust Inc.

is Now Available Online and In Print by Request

 

 

 

KKR Real Estate Select Trust Inc.

Thank you for being a shareholder. You are encouraged to access and review this important report containing information about the fund, including portfolio holdings and financial statements.

The report is available at:

https://www.krest.reit/resources/for-shareholders/

The report is also available by mail or email upon request free of charge. Reports for the prior reporting periods and the fund’s portfolio holdings for its most recent first and third fiscal quarters are also available online and in print by request. Current and future report delivery requests can be submitted at any time using the options described in this notice.

Why am I receiving this notice?

The Securities and Exchange Commission adopted Rule 30e-3 under the Investment Company Act of 1940, which, among other things, allows certain registered investment companies to deliver shareholder reports by making such reports accessible at a website address. You still may elect to receive a paper copy of the current report and/or any future reports by following the instructions to the right. You will not otherwise receive a paper copy of these materials.

To request a paper copy of the report:

Online:

Visit https://www.krest.reit/contact/ and use the online form to let us know you would like a paper copy of the report.

Telephone and Email:

Call 1-855-844-8655 toll free or email PrivateWealthIR@kkr.com, and a KKR representative would be happy to mail you a copy of the report.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund toll free at 1-855-844-8655. You may also contact your intermediary or the Fund, as applicable, if you wish to change your election so that you receive reports electronically.

 

 

 

KKR Democratized Access Vehicles

c/o SS&C GIDS, Inc.

P.O. Box 219302

Kansas City, MO 64121-9302

Tel: (855) 844-8655 Fax: (833) 674-0748


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Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

 

(b)

Not applicable.

-OR-

If the registrant has divested itself of securities in accordance with Section 13(c) of the Investment Company Act of 1940 following the filing of its last report on Form N-CSR and before filing of the current report, disclose the following information for each such divested security: (1) name of the issuer; (2) exchange ticker symbol; (3) Committee on Uniform Securities Identification Procedures (“CUSIP”) number; (4) total number of shares or, for debt securities, principal amount divested; (5) Date(s) that the securities were divested; (6) if the registrant holds any securities of the issuer on the date of filing, the exchange ticker symbol; CUSIP number; and the total number of shares or, for debt


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securities, principal amount held on the date of filing; and (7) name of the statute that added the provision of Section 13(c) in accordance with which the securities were divested.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) Not applicable for semi-annual report.

(a)(2) Not applicable for semi-annual report.

(a)(3) Not applicable for semi-annual report.

(a)(4) Not applicable for semi-annual report.

(b) As of the date of this filing, there have been no changes in any of the portfolio managers identified in the most recent annual report on Form N-CSR.


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Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No purchases were made during the reporting period by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees since the registrant last provided disclosure in response to this item.

Item 16. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

(b) There have been no changes in the registrant’s internal control over financial reporting during the period covered by this report that materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

The registrant did not engage in securities lending activities during the period reported on this Form N-CSR.

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not applicable.

(b) Not applicable.

Item 19. Exhibits.

 

(a)(1)

  Not applicable.

(a)(2)

  Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3)

  Not applicable to the registrant.

(a)(4)

  Not applicable to the registrant.

(b)

  Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) KKR Real Estate Select Trust Inc.

 

By (Signature and Title)*   /s/ Julia Butler                         
  Julia Butler, Chief Executive
  Officer and President
  (principal executive officer)

Date 8/23/24    

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*   /s/ Julia Butler                        
  Julia Butler, Chief Executive
  Officer and President
  (principal executive officer)

Date 8/23/24    

 

By (Signature and Title)*   /s/ Megan Gaul                        
  Megan Gaul, Chief Financial Officer, Chief
  Accounting Officer and Treasurer
  (principal financial officer)

Date 8/23/24    

* Print the name and title of each signing officer under his or her signature.