Issuer
Free Writing Prospectus dated July 11, 2023
Filed
Pursuant to Rule 433
Registration
Nos. 333-255424 and 333-271262
Remote
Work Competes with College
City For Housing
Building
student housing in and around major universities can be a smart, long-term investment. I think that intuitively makes sense; college
tuition at America’s universities seems to ratchet higher every year, in good times and bad, even during a pandemic. Belpointe
PREP, LLC (“Belpointe OZ”) (NYSE American: “OZ”) is engaged in two such projects adjacent to the University of
Connecticut (“UCONN”), where, according to College Tuition Compare, tuition and fees have increased between approximately
1.5% and 6% per year over the last 10 years for both in-state and out-of-state students.
Source:
College Tuition Compare, Tuition & Fee Changes Chart (last accessed: July 10, 2023).
According
to UCONN, its Storrs campus has a total undergraduate enrollment of 18,702 in for the Fall 2022 term.
Source:
University of Connecticut, Student Enrollment (last accessed: July 10, 2023).
According
to U.S. News & World Report, in 2021 43% UCONN’s students live off campus, and, in a February 2022 interview with Finance
Professor Jeffrey Cohen, UCONN Today, the University’s own news website, reported:
There
has really been an unprecedented demand for modern rental housing, not only in Connecticut but in many places across the nation ….
We’re seeing some complexes being developed on empty parcels and many other unused properties being converted into apartments.
In
the past, many apartments were simply four walls and a roof overhead, with few amenities … That has all changed. Renters are looking
for more luxury features, such as gyms, pools, or walking paths, as well as convenience to shopping, work, and other amenities.
…
Today’s
renters are demanding more high-end amenities, including fitness centers, swimming pools, covered parking, and in-unit washers and dryers.
Because people are staying in rental units for several years, or more, they want comfort, convenience and some of the nicer touches that
you’d find in a permanent home. This also includes covered parking, for many of the higher-end developments.
Belpointe
OZ (NYSE American: “OZ”) is developing its investments at both 1750 Storrs Road in Mansfield, Connecticut, and 497-501 Middle
Turnpike and Cedar Swamp Road, in Storrs, Connecticut, to help meet the demand for luxury apartments at the main campus of UCONN. We
believe that the combination of soaring housing prices and a limited inventory of affordable housing will continue to cause people to
opt for rental housing, and based on our research, renters want a menu of amenities to make their living experience worthwhile.
Source:
Belpointe OZ (last accessed: July 10, 2023).
Belpointe
OZ’s executive management team believes that our investment properties adjacent to UCONN fully complement our portfolio assets
in Florida and Nashville. Out of the many opportunity zones that we’ve reviewed (and there are more than 8,700 of them designated
by the government), we believe that there are less than 100 that are worth investing in. In addition to the five properties in various
phases of development in Sarasota, Belpointe OZ owns three properties just up the road in St. Petersburg, along the coastal part of the
greater Tampa, Florida area. Click on the link below to review Belpointe OZ’s current properties in the various phases of conception
of the project, remodel, ground-up construction and acquisition
https://investors.belpointeoz.com/select-oz-development-sites/
With the Federal Reserve likely to raise the Fed Funds Rate again before the end of this year, investors who have realized big gains
from the run up in AI stocks, among others, during the first half of 2023 may want to consider taking full advantage of deferring payment
of taxes on those capital gains by reinvesting them in a qualified opportunity fund (“QOF”), such as Belpointe OZ. By purchasing
Class A units in Belpointe OZ (NYSE American: “OZ”), investors can take advantage of the 180-day look-back window that allows
capital gains realized since the first week of January 2023 to be offset and not recognized until December 31, 2026.
Most
forms of capital gains qualify for tax deferment—stocks, bonds, mutual funds, ETFs, real estate, the sale of a business, trademarks,
patents, cryptocurrencies, precious metals, collectibles, livestock, cars, aircraft, marine craft, etc. To find out more about this special
180-lookback provision, or if you have questions about Belpointe OZ, feel free to call me, Cody Laidlaw, at (203) 883-1944 or email me
at IR@belpointeoz.com.
In
the meantime, the potential growth and income from capital gains reinvested into a QOF can be compounded free of taxation as long as
the QOF investment is held for at least 10 years through December 31, 2047. Another key point: there is no limit on how much in realized
capital gains one can reinvest into a QOF.
A
Viable Alternative to 1031 Tax Free Exchanges
We’ve seen interest from property owners about how Belpointe OZ might represent
an attractive alternative to Internal Revenue Code Section 1031 like-kind exchanges. Investors that have sold real estate within the
past 180 days and that may be under pressure to comply with Section 1031 regulations in order to complete a tax-free exchange, may want
to avoid the inconvenience of having to identify a replacement property (and one or more alternative replacement properties, just in
case a replacement property falls through) within 45 days of selling the original property, escrowing the sale proceeds with a 1031 qualified
intermediary, and closing on a replacement property within 180 days of the sale of the original property. Instead, investors may want
to consider investing capital gains from the sale of the original property into a QOF, like Belpointe OZ.
An
Attractive Proposition For Broker Dealers
On
May 17th, Belpointe OZ announced the commencement of an offering to raise up to $750 million in capital. This latest offering
affords broker-dealers the opportunity to participate in the selling group, and Belpointe OZ has retained Emerson Equity LLC as dealer
manager for the offering. Interested broker-dealers may contact Cody Laidlaw at IR@BelpointeOZ.com or call 203-883-1944 for further
information.
In
the midst of this ongoing offering, Advisors and investors alike should also be aware that Belpointe OZ recently announced its unaudited
quarterly net asset value (“NAV”) as of March 31, 2023, of $351.7 million or $99.82 per Class A unit. Class A units of
OZ, as of June 29th, are trading at around $87, nearly a 13% discount to NAV. It is my personal view that once the market realizes that
the Federal Reserve is in fact done with hiking rates, this discount to NAV will narrow.
QOFs,
like Belpointe OZ, offer investors looking to shelter capital gains a viable opportunity. As part of the program structure, most taxable
gains invested in a QOF is not recognized (on the federal level and in many states) until December 31, 2026 (due with the filing of the
2026 return in 2027), or until their investment interest in the QOF is sold or exchanged, whichever occurs first. The potential to compound
growth and income thereafter within QOFs expires December 31, 2047.
Further,
in its effort to disrupt the U.S. real estate industry, Belpointe OZ is charging among the lowest fees in the market, including:
● No investors servicing fees;
●
No disposition fees;
● 0.75% annual management fee; and
● 5% carried interest.
Have
questions? You can contact Cody Laidlaw at (203) 883-1944. I can answer as many of your questions as possible and direct you to resources
that will provide you with information about the nuts and bolts of QOFs and opportunity zone investing, so you can start planning today.
Cody
H. Laidlaw
Editor-in-Chief
255 Glenville Road
Greenwich, CT 06831
T: (203) 883-1944
E:
IR@belpointeoz.com
Disclosure:
Cody H. Laidlaw is the Chief Business Development Officer and Head of Investor Relations. Cody is also an investment advisor representative
with Seaside Advisory Services, Inc. (d/b/a Seaside Financial & Insurance Services), a SEC registered investment adviser offering
advisory accounts and services, and holds a long position in Belpointe PREP, LLC’s Class A units.
Important
Information and Qualifications
The
information in this communication is for illustrative, educational and informational purposes only and is subject to change. Nothing
in this communication is or should be construed as an offer to sell or the solicitation of an offer to buy any securities. Offers may
only be made by means of a prospectus.
Belpointe
PREP, LLC (“Belpointe OZ”) has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates. Prior to making an investment decision, you should read Belpointe OZ’s prospectus and the other documents
that it has filed with the SEC in their entirety, and carefully consider its investment objectives and strategy, risk factors, fees and
expenses and any tax consequences that may results from an investment in the offering. Copies of these documents can be obtained free
of charge from www.sec.gov or www.investors.belpointeoz.com or from any broker-dealer participating in the offering.
The
information in this communication should not be relied upon as investment or tax advice. You should consult with your own investment
and tax advisers concerning the federal, state and local income tax consequences of purchasing, owning or disposing of securities in
the offering, and of Belpointe OZ’s election to qualify as a partnership and qualified opportunity fund for federal income tax
purposes. There is no guarantee that Belpointe OZ will continue to qualify as a partnership or qualified opportunity fund.
Past
performance is not an indicator or a guarantee of future performance. An investment in the offering to which this communication relates
involves a high degree of risk, including a complete loss of your investment, and may not be suitable for all investors. The price of
Belpointe OZ’s securities will fluctuate in market value and may trade above or below net asset value. Brokerage commissions and
expenses will reduce returns.
The
offering to which this communication relates is being made on a best-efforts basis on behalf of Belpointe OZ through Emerson Equity,
LLC, Member FINRA, SIPC, as managing broker-dealer.
©2023
Belpointe PREP, LLC. All rights reserved.
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