Offering Risks

A significant public market for our units may not develop or be sustained

Although the Tokyo Stock Exchange has approved the listing of our units, there can be no assurance that a significant public market for our units will develop or be sustained after the offerings. Because our units will not be listed in any other jurisdiction, there will be no other public market in or outside Japan.

The offer price in the offerings was determined by agreement among the underwriters and us, and it may bear no relationship to the price at which our units will trade. The market price of our units could be subject to fluctuations based on factors such as the financial results of other similar companies, analysts' estimates of our financial performance, general conditions in the Japanese real estate market and conditions in the financial markets.

Our unitholders generally cannot require that we redeem their units

Under the Investment Trust Law, J-REITs may be either open-end or closed-end. In an open-end J-REIT, unitholders are able to require that their existing units be redeemed at a predetermined price at fixed intervals. Under a closed-end J-REIT, unitholders cannot require that their existing units be redeemed. Because we are a closed-end J-REIT, our unitholders cannot require that we redeem their units, except in the event of liquidation.

If we become subject to bankruptcy, reorganization, or dissolution proceedings under Japanese bankruptcy and related laws, or if we become deregistered as an investment corporation under the Investment Trust Law, investors would only be able to recover their investment through the distribution of residual assets after all creditors have been satisfied. In the event of the distribution of residual property following our liquidation, unitholders may not recover all of their principal.

Future sales of units by our major unitholders or by us could adversely affect the market price of our units, and the issuance of additional units may cause dilution to our existing unitholders

The sale or potential sale of our units following the offerings by our major unitholders, which we expect to include Mitsubishi Corporation, UBS AG, Development Bank of Japan and our asset manager, could adversely affect the market price of our units. We may also issue additional units, as necessary, to fund future property acquisition and other business activities. There may be a material adverse effect on the amounts available for distributions if the net proceeds from any new issuance of units and revenues from future property acquisitions are not large enough to offset the dilutive effect of such issuance.