SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 1
to
Post-Effective Amendment No. 25
to
Form S-11
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Ares Industrial Real Estate Income Trust Inc.
(Exact name of registrant as specified in its charter)
One Tabor Center
1200 Seventeenth Street, Suite 2900
Denver, Colorado 80202
Telephone (303) 228-2200
(Address of principal executive offices)
Jeffrey W. Taylor
Partner, Co-President
One Tabor Center
1200 Seventeenth Street, Suite 2900
Denver, Colorado 80202
Telephone (303) 228-2200
(Name, address and telephone number of agent for service)
copies to:
Alice L. Connaughton
Morrison & Foerster LLP
2100 L Street, NW, Suite 900
Washington, DC 20037
(202) 887-1500
Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
| Smaller reporting company | ☐ |
Non-accelerated filer | ☒ | | | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 25 to the Registration Statement on Form S-11 (Registration No. 333-255376) is filed to replace the cover page of Post-Effective Amendment No. 25, to update an exhibit previously filed with such Registration Statement and to update the exhibit index to the Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than Item 36(b) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) | Exhibits: The following documents listed on the Exhibit Index are filed as exhibits to this registration statement. |
EXHIBIT |
| DESCRIPTION |
---|---|---|
| | |
1.1 | | |
1.2 | | |
3.2 | | |
10.2 | | |
10.3 | |
EXHIBIT |
| DESCRIPTION |
---|---|---|
| | |
10.4 | | |
10.5 | | |
10.6 | | |
10.7 | | |
10.8 | | |
10.9 | | |
10.10 | | |
10.11 | | |
10.12 | | |
10.13 | |
EXHIBIT |
| DESCRIPTION |
---|---|---|
| | |
10.14 | | |
10.15 | | |
10.16 | | |
10.17 | | |
| | |
10.18 | |
EXHIBIT |
| DESCRIPTION |
---|---|---|
| | |
10.19 | | |
10.20 | | |
10.21 | | |
10.22 | | |
10.23 | | |
10.24 | | |
10.25 | | |
10.26 | | |
21.1 | | |
23.1 | | |
EXHIBIT |
| DESCRIPTION |
---|---|---|
| | |
23.2* | | Consent of Ballard and Spahr LLP (contained in its opinion filed as Exhibit 5.1). |
23.3 | | Consent of Morrison & Foerster LLP (contained in its opinion filed as Exhibit 8.1). |
| | |
24.1 | | |
24.2 | | |
24.3 | | |
99.1 | | |
99.2 | | |
______________________________________________________
* Filed herewith.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 25 to the Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 13, 2023.
| ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. | ||
| | | |
| By: | | /s/ JEFFREY W. TAYLOR |
| | | Jeffrey W. Taylor Partner, Co-President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 25 to the Registration Statement on Form S-11 has been signed by the following persons in the following capacities on April 13, 2023.
111 S. Calvert Street 27th Floor Baltimore, MD 21202-6174 Tel 410.528.5600 Fax 410.528.5650 www.ballardspahr.com | |
April 13, 2023
Ares Industrial Real Estate Income Trust Inc.
One Tabor Center
1200 Seventeenth Street, Suite 2900
Denver, Colorado 80202
Re:Registration Statement on Form S-11 (File No. 333-255376)
Ladies and Gentlemen:
We have served as Maryland counsel to Ares Industrial Real Estate Income Trust Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of $5,000,000,000 in shares (the “Shares”) of common stock, $0.01 par value per share, of the Company, consisting of Class T Common Shares (“Class T Shares”), Class D Common Shares (“Class D Shares”, and formerly known as the “Class W Shares”) and Class I Common Shares (“Class I Shares”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Of the Shares, $3,750,000,000 in Shares (the “Primary Offering Shares”) are issuable in the Company’s primary offering pursuant to subscription agreements (the “Subscription Agreements”) and $1,250,000,000 in Shares (the “Plan Shares”) are issuable pursuant to the Company’s Fourth Amended and Restated Distribution Reinvestment Plan (the “Plan”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
In expressing the opinion set forth below, we have assumed the following:
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state tax or securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr LLP