Maryland
|
000-56165
|
61-1805524
|
(State or other jurisdiction of incorporation)
|
(Commission file number)
|
(IRS employer identification number)
|
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
None
|
N/A
|
N/A
|
Item 8.01 |
Other Events.
|
Components of NAV*
|
As of May 31, 2021(1)
|
As of May 7, 2021(2)
|
||||||
Investments in Multifamily Operating Properties
|
$
|
1,207,183,848
|
$
|
1,190,569,140
|
||||
Investments in Multifamily Development Properties
|
140,889,368
|
133,216,632
|
||||||
Investments in Real-estate Related Structured Investments
|
43,377,060
|
|||||||
Operating Company, Land and Other Net Current Assets
|
42,062,434
|
|||||||
Cash and Cash Equivalents
|
15,248,784
|
17,593,143
|
||||||
Secured Real Estate Financing
|
(710,021,441
|
)
|
(706,550,322
|
)
|
||||
Subordinated Unsecured Notes
|
(48,643,000
|
)
|
(48,643,000
|
)
|
||||
Preferred Equity
|
(199,781,556
|
)
|
(195,450,175
|
)
|
||||
Accrued Performance Participation Allocation
|
(331,142
|
)
|
___
|
|||||
Net Asset Value
|
$
|
476,993,787
|
$
|
476,174,912
|
||||
Fully-diluted Shares/Units Outstanding
|
43,962,014
|
43,962,014
|
*
|
Presented as adjusted for the Company's economic ownership percentage in each asset.
|
(1) |
All components of NAV are as of May 31, 2021.
|
(2) |
All components of NAV are as of May 7, 2021 with the exception of the investments in multifamily operating properties, development properties and real-estate related structured investments which are based on information as of April 30,
2021.
|
Class
|
||||||||||||
A |
|
TX
|
OP(1)
|
|||||||||
As of May 31, 2021
|
||||||||||||
Monthly NAV
|
$
|
137,180,965
|
$
|
190,052
|
$
|
339,562,771
|
||||||
Fully-diluted Outstanding Shares/Units
|
12,644,840
|
17,518
|
31,299,656
|
|||||||||
NAV per Fully-diluted Share/Unit
|
$
|
10.8488
|
$
|
10.8488
|
$
|
10.8488
|
||||||
As of May 7, 2021
|
||||||||||||
Monthly NAV
|
$
|
136,962,689
|
$
|
189,750
|
$
|
339,022,473
|
||||||
Fully-diluted Outstanding Shares/Units
|
12,644,840
|
17,518
|
31,299,656
|
|||||||||
NAV per Fully-diluted Share/Unit
|
$
|
10.8315
|
$
|
10.8315
|
$
|
10.8315
|
Discount Rate
|
Exit Capitalization Rate
|
|||||||
Operating Assets
|
6.28
|
%
|
4.86
|
%
|
||||
Development Assets
|
6.93
|
%
|
4.65
|
%
|
*
|
Presented as adjusted for the Company's economic ownership percentage in each asset, weighted by gross value.
|
Sensitivities
|
Change
|
Operating Asset
Values
|
Development Asset
Values
|
||||||
Discount Rate
|
0.25% decrease
|
2.1
|
%
|
2.7
|
%
|
||||
|
0.25% increase |
(2.0
|
)%
|
(2.6
|
)%
|
||||
Exit Capitalization Rate
|
0.25% decrease
|
3.7
|
%
|
5.1
|
%
|
||||
|
0.25% increase |
(3.2
|
)%
|
(4.6
|
)%
|
*
|
Presented as adjusted for the Company's economic ownership percentage in each asset.
|
COTTONWOOD COMMUNITIES, INC.
|
|||
By:
|
/s/ Adam Larson
|
||
Name:
|
Adam Larson
|
||
Title:
|
Chief Financial Officer
|
||
Date: June 16, 2021
|