POS EX

 

As filed with the Securities and Exchange Commission on April 16, 2024.

Registration No. 333-265588

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 19 to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 

 

J.P. Morgan Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in its Governing Instruments)

 

277 Park Avenue, 9th Floor

New York, NY 10172

(212) 270-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

J.P. Morgan Investment Management Inc.

Chad Tredway

383 Madison Avenue

New York, NY 10179

(212) 270-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

With copies to:

Jason W. Goode

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, GA 30309-3424

(404) 881-7000

Evan W. Hudson

Alston & Bird LLP

90 Park Avenue

New York, NY 10016-1387

(212) 210-9400

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this 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 of 1933, 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. ☒ 333-265588

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

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

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 Post-Effective Amendment No. 19 to the Registration Statement on Form S-11 (No. 333-265588) is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to add exhibits not previously filed with respect to such Registration Statement.

 


 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits

(b) Exhibits.

23.1*

 

Consent of Independent Valuation Advisor

* Filed herewith.

 


 

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on April 16, 2024.

 

 

 

 

J.P. Morgan Real Estate Income Trust, Inc.

 

 

By:

/s/ Lawrence A. Goodfield, Jr.

 

 

 

Lawrence A. Goodfield, Jr.

Chief Financial Officer and Treasurer

 

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.

 

Name

Title

Date

 

/s/ Chad Tredway

Chief Executive Officer and Chairperson of the

April 16, 2024

 

Chad Tredway

Board (Principal Executive Officer)

 

 

/s/ Lawrence A. Goodfield, Jr.

Chief Financial Officer and Treasurer (Principal

April 16, 2024

 

Lawrence A. Goodfield, Jr.

Financial Officer and Principal Accounting Officer)

 

*

Director

April 16, 2024

 

Randy A. Daniels

 

 

*

Director

April 16, 2024

 

Justin M. Murphy

 

 

*

Director

April 16, 2024

 

Yvonne D. Nelson

 

 

*

Director

April 16, 2024

 

William L. Ramseyer

 

 

 

 

 

 

*By:

/s/ Lawrence A. Goodfield, Jr.

Attorney-in-Fact

April 16, 2024

 

Lawrence A. Goodfield, Jr.

 

 

 

 


EX-23.1


Exhibit 23.1

CONSENT OF INDEPENDENT VALUATION ADVISOR

We hereby consent to (1) the reference to our name (including under the heading “Experts”) and the description of our role in the valuation process of any properties of J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) in the Company’s Registration Statement on Form S-11, the prospectus included therein (the “Prospectus”) and in any future amendments or supplements thereto, under the headings “Net Asset Value Calculation and Valuation Guidelines – Independent Valuation Advisor” and “Net Asset Value Calculation and Valuation Guidelines – Valuation of Properties”, and (2) the disclosure on page 3 of Supplement No. 17 to the Prospectus and in any future amendments or supplements thereto that the amount presented in the line item “Investments in real estate” represents the sum of the estimated values of the Company’s properties we have provided to the Company, as of the date presented.

 

/s/ SitusAMC Real Estate Valuation Services, LLC

SitusAMC Real Estate Valuation Services, LLC

West Des Moines, Iowa

April 16, 2024