All data is from R5’s inception in 2013 through December 31, 2024. Past Performance is not a guarantee of future results.
This shall not constitute an offer to sell or the solicitation of any offer to buy any securities. Any such offering of securities will be made only by means of a Private Placement Memorandum (“PPM”) which contains various and important risk disclosures. The CRSH II offering will not be registered with the SEC and will be conducted as a private placement in reliance upon Regulation D, promulgated under the Securities Act of 1933, as amended, and is limited to “accredited investors”. CREM II is not registered with the SEC or any state as a registered investment advisor under the Investment Advisors Act of 1940, as amended, or under any applicable state securities laws. Products offered by CREM II are only available to accredited investors (generally described as having a net worth of over $1 million exclusive of primary residence, and/or possessing an annual income of over $200,000, or $300,000 with a spouse and expects the same or greater for the current year) and accredited entities (generally described as an entity owned entirely by accredited investors and/or owning investments in excess of $5 million). Please check with a qualified CPA or attorney to determine if you are accredited.
All potential investors must carefully review the applicable PPM, charter, bylaws, limited partnership agreement, administration agreement and advisory agreement and complete and review a subscription agreement, all of which in each instance contain important additional information, risk factors, representations and warranties, (collectively, as applicable, the “Governing Documents”). Each recipient should perform his own independent investigation and analysis of CREM II and the entities referenced herein and should carefully review the applicable Governing Documents before making any decision to purchase interests in CRSH II. This presentation does not constitute a part of any Governing Documents, which terms and information in such Governing Documents shall supersede the information contained herein. Prior to making an investment decision, investors are strongly urged to: (a) carefully review the applicable Governing Documents, including the information about risks associated with an investment and the material terms of the applicable Governing Documents and (b) ask any additional questions to CREM II. The information contained herein remains subject to further updating, revision, and amendment without notice. It should not be relied upon as the basis for making any investment decision, entering into any transaction or for any other purpose. This information is not, and under no circumstances is to be construed as an offering memorandum as defined under applicable securities legislation. The information contained herein does not set forth all of the terms, conditions and risks of any investment.
Any investment referenced herein is highly speculative and involves a high degree of risk of loss of some or all amounts involved. Investments in securities are not suitable for all investors. Each potential investor should consult with its independent financial advisor, lawyer and/or accountant as to legal, tax and related matters to which it may be subject under the laws of the country of residence or domicile concerning the acquisition, holding or disposition of any investment and make an independent determination of the suitability and consequences of such an investment. Nothing in these materials should be construed as a recommendation to invest in any securities or as legal, accounting or tax advice. An investment in securities of the type described herein presents certain risks. CREM II, its subsidiaries and affiliates and their respective employees, officers and agents, make no representations as to the completeness and accuracy of any information contained within this written material. As such, they are not responsible for errors and/or omissions with respect to the information contained herein except as required by law.
Any past or targeted performance set forth herein is not necessarily indicative of future results and there can be no assurance that comparable results will be achieved, that targeted results will be met or that CREM II will be able to implement its strategy or achieve its investment objectives.
Certain information has been obtained from published and non-published sources and/or prepared by third parties and in certain cases has not been updated through the date hereof. Such information has not been independently verified by CREM II and CREM II does not assume responsibility for the accuracy of such information (or updating the presentation based on facts learned following its issuance).
CION Securities, LLC (“CSL”), member FINRA/SIPC, serves as distributor for CR Student Housing Fund II, L.P. (“CRSH II”) which is advised by CION Real Estate Management II, LLC (the “Adviser”), a joint venture formed by CION Investments Group (“CIG”), and R5 Investments LLC (“R5”).
Please be aware that CSL, CRSH II, the Adviser and their respective officers, directors, employees, and affiliates, do not undertake to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the offering of CRSH II.
Risk Disclosures
Risks Related to an Investment in CRSH II. An LP’s commitment to CRSH II is a long-term, binding commitment; interests are illiquid. / Transfers of LP Interests will be restricted, and there is no public trading market for LP Interests in CRSH II. / One or more LPs may default on their obligations to CRSH II. / If CREM II is unable to find suitable investments for any reason, CRSH II may not be able to achieve its investment objectives or pay distributions. / The past performance of CREM or CRSH I cannot be relied upon as an indicator of CRSH II’s future performance or success. / CRSH II has no operating history, which makes CRSH II’s performance difficult to predict. / CREM II’s or its affiliates’ inability to maintain key personnel could delay or hinder implementation of CRSH II’s investment strategies. / The rights and remedies of LPs to recover claims against the GP, CREM II and their affiliates are limited by provisions of the Partnership Agreement. / Distributions to partners, including LPs, will be subject to a giveback obligation.
Risks Related to this Offering and Fund Structure. CRSH II is a “discretionary fund” with non-specified assets; an LP will not be able to evaluate all the investments that CRSH II will acquire with such LP’s capital contributions. / An LP will have no management rights or control over changes in CRSH II’s asset allocation. / The Partnership Agreement provides that there can be multiple closings, which can be dilutive to earlier (or later) investors if properties are acquired before those subsequent closings. / Payment of fees and expenses will reduce cash available for investment. / The finite life of CRSH II may result in the disposition of investments at inopportune times,. / CRSH II may make investments in distressed assets, or its investments may become under-performing, which could reduce the value of CRSH II’s investments. / LPs will not have the right to benefit from the negotiations of other LPs. / Because this is an unregistered offering, prospective LPs will not have the benefits inherent in a publicly registered offering.
General Risks Related to Investments in Real Estate. Real estate investments are speculative by nature. / Economic and regulatory changes that impact the real estate market generally may cause CRSH II’s operating results to suffer and decrease the value of its investments. / Properties that have significant vacancies could be difficult to sell. / Lease terminations or tenant defaults could reduce CRSH II’s income and limit its ability to make distributions. / Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce CRSH II’s income and the return on an LP’s investment. / The direction of the real estate market in general and student housing in particular is unknown. / Uncertain market conditions relating to the future disposition of properties could adversely affect the return on a LP’s investment. / Costs of complying with governmental laws and regulations may reduce CRSH II’s income and cash available for distribution. / Due diligence on properties may not reveal all conditions that may decrease the value. / Operating results may suffer because of potential redevelopment and attendant costs and risks. / The involvement of third parties in investments of CRSH II could expose CRSH II to additional liability.
General Economic and Regulatory Risks Related to Investments in CRSH II. Recent market events and governmental actions could have a material adverse effect on CRSH II. / Public health emergencies could have a material adverse effect on CRSH II. / Inflation and interest rate increases may have an adverse effect on CRSH II. / Changes in law and regulation of private investment funds could adversely affect CRSH II’s operations. / CRSH II’s reliance on technology exposes it to data breaches and other cybersecurity risks. / Projections involve inherent uncertainty. / Reserves may be inadequate to cover future liabilities. / CRSH II and its affiliates may be involved in litigation. / CRSH II will be required to comply with anti-money laundering requirements, which may require LPs to disclose sensitive information or be prohibited from participating in CRSH II’s activities.
General Risks Related to Investments in the Student Housing Industry. CRSH II’s performance will be significantly influenced by demand in the student housing industry. / CRSH II faces significant competition in the student housing industry. / Delays in development and lease-up of CRSH II’s properties would reduce CRSH II’s profitability. / The failure of third parties to properly manage and operate CRSH II’s properties may result in a decrease in occupancy rates, rental rates or both. / If one of CRSH II’s third-party property managers were to experience a negative event related to their business or reputation, CRSH II may be negatively impacted. / CRSH II’s performance relating to student housing properties will be subject to an annual leasing cycle, short lease-up period, seasonal cash flows, changing university admission and housing policies. / Demand for CRSH II’s student housing properties will be influenced by the continued operations of the college campuses in close proximity to CRSH II’s properties. / Reporting of on-campus crime statistics required of universities may negatively impact CRSH II’s communities. / The financial performance of CRSH II’s student housing properties will be dependent upon their residents.
Risks Associated with Debt Financing. CRSH II’s investments are likely to incur mortgage and other indebtedness, which may increase CRSH II’s business risks, especially in the environment of increasing interest rates / Increases in interest rates could increase the amount of future debt payments and reduce CRSH II’s income and its ability to make distributions. / CRSH II may be liable on guarantees. / CRSH II’s borrowings may be cross-collateralized, which increases the risks associated with a single underperforming property. / Mortgage financing may be unavailable or available on unfavorable terms.
