Your 1031 DST Authority
ExchangeRight Essential Income 12 DST
Offering Overview
A debt-free Delaware Statutory Trust holding a single, 100%-occupied ~1,083,102 SF industrial distribution center on ~114.2 acres at 3200 East Sawyer Road, Republic, Missouri (Springfield MSA), net-leased to Amazon.com Services LLC and guaranteed by Amazon.com, Inc. (S&P "AA"). The 2021-built facility carries a double-net (NN) lease running to July 2036 (~10.1 years remaining) with 1.85% annual rent escalations and five 5-year renewal options. The Trust acquired the property free and clear for $108,838,385 (appraised "As Is" at $109,400,000). Income is delivered through a 20-year master lease guaranteed by the ExchangeRight Essential Income REIT Operating Partnership, targeting 5.20% cash flow in year one and 5.30% in year two. The offering is structured for a ~2-year hold followed by an accelerated tax-deferred Section 721 exchange into the Essential Income REIT, providing investment-grade, single-tenant industrial income with a defined UPREIT exit path.
Investment Highlights
- Investment-grade credit: leased to Amazon.com Services LLC and guaranteed by Amazon.com, Inc., rated "AA" by S&P — among the strongest corporate credits in the net-lease market.
- Debt-free structure: held 100% free and clear, eliminating refinancing, maturity, rate-cap, and foreclosure risk and the equal-or-greater-debt 1031 replacement requirement.
- Mission-critical logistics asset: a 2021-built, ~1.08M SF distribution center on ~114.2 acres in the Springfield, MO MSA, with a seller-funded $7.19M roof replacement delivering a new 20-year-warranty TPO roof.
- Contractual income growth: a double-net lease to July 2036 (~10.1-yr remaining term) with 1.85% annual rent escalations and five 5-year renewal options, backed by a 20-year master-lease guarantee from the Essential Income REIT.
- Defined UPREIT exit: targeted ~2-year hold (5.20% then 5.30% cash flow) followed by an accelerated Section 721 exchange into ExchangeRight's Essential Income REIT.
Forecasted Cash Flow
Projected annual cash-on-cash distributions with the corresponding tax-equivalent yield over the hold, based on the sponsor’s underwriting assumptions.
Illustrative projections only — targeted distributions are not guaranteed and actual results will vary. Tax-equivalent yield assumes depreciation shelter of distributed income.
Analyst Notes
Essential Income 12 is a credit-driven, income-oriented core vehicle whose return profile is unusually front-ended for the series: rather than a ~10-year contractual hold, it targets a ~2-year hold (5.20% then 5.30%) before an accelerated Section 721 roll-up into ExchangeRight's Essential Income REIT, making the REIT's NAV, distribution policy, and aggregation appetite the dominant terminal-value drivers rather than a third-party sale. The underlying real estate is high-quality and the Amazon "AA" guarantee is best-in-class credit, but the case rests on (i) the durability of single-tenant industrial cash flow to 2036, (ii) recovering the premium of offering price over appraised value through the REIT exchange, and (iii) the sponsor executing the UPREIT exit on the targeted timeline. The debt-free design is defensive in a higher-for-longer environment but caps return; the NN (vs NNN) lease and single-asset concentration are the key structural caveats, partially offset by the seller-funded roof replacement and the 20-year master-lease guarantee.
Pros
Single-tenant income backed by Amazon.com, Inc. ("AA" S&P), one of the highest-credit guarantors available in the DST market, on a debt-free asset that removes all financing and refinancing risk. The 2021-vintage, ~1.08M SF distribution center is a modern, mission-critical logistics facility with a fresh 20-year-warranty roof (seller-funded), 1.85% annual escalators, ~10.1 years of remaining lease term, and five 5-year renewal options. The 20-year master-lease guarantee from the Essential Income REIT Operating Partnership supports distribution stability, and the accelerated Section 721 exit offers a tax-deferred path into a diversified, $1.5B+ net-lease REIT after a short ~2-year hold.
Cons
Single-asset, single-tenant concentration: 100% of income depends on one Amazon distribution center, so any vacancy or non-renewal at the 2036 expiration is binary to cash flow, and the lease sits with an operating subsidiary (Amazon.com Services LLC) though guaranteed by the "AA" parent. The going-in yield is modest at 5.20%-5.30% with no leverage to amplify returns, and the $123,530,000 offering price exceeds both the $108,838,385 purchase price and the $109,400,000 appraised value, embedding an ~8%+ load and a premium over real estate value. The lease is double-net (NN) rather than triple-net, leaving certain structural/capital responsibilities with the trust (mitigated by reserves and the seller-funded roof). The targeted ~2-year hold and 721 exchange are not guaranteed and depend on the Essential Income REIT's capital and willingness to acquire the interests; any 721 consideration would be OP units in a non-traded, sponsor-controlled REIT with sponsor-set NAV and limited liquidity.
Financing
This offering is unleveraged — the DST holds its assets debt-free (0% loan-to-value), so no mortgage financing applies.
Benchmark Comparison
| Metric | This Offering | Benchmark | Difference |
|---|---|---|---|
| Average Yield | 5.25% | 5.18% | +1.35% |
| Max Yield | 5.30% | 5.37% | −1.30% |
| 10-Yr Income Growth | 1.92% | 9.04% | −78.76% |
Benchmark reflects the average of comparable Net Lease offerings. Differences are relative to the benchmark.
Offering Documents
Offering Documents Available By Request
About the Sponsor
ExchangeRight has scaled into one of the defining net-lease DST franchises, ending 2025 as the fifth-largest sponsor in the 1031 DST market with roughly $7.0 billion in AUM across more than 1,400 properties and 27 million square feet in 48 states. Founded in 2012 and vertically integrated out of Pasadena, the firm anchors its portfolios in investment-grade-tenanted necessity retail and healthcare—pharmacies, grocery, dollar stores—whose recession-resistant cash flows underpin its consistency. The track record is the headline: 34 full-cycle offerings averaging an 8.60% annual return with no loss of investor capital, all 126 offerings meeting or exceeding distribution projections, and an Essential Income REIT that supplies a 721 UPREIT exit. That combination of scale, tenant credit discipline and full-cycle performance makes it a benchmark for the category.
This page describes a specific Delaware Statutory Trust offering (ExchangeRight Essential Income 12 DST) and is provided for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offering is made solely to verified accredited investors and only by means of a confidential private placement memorandum (PPM).
All figures shown — including minimum investment, cash-flow projections, tax-equivalent yield, loan-to-value, and hold period — reflect the sponsor's current estimates and assumptions and are not guarantees of future performance. Tax-equivalent yield depends on each investor's tax circumstances; projected distributions may not be achieved and actual results will vary. Sponsor track record, benchmark data, and full-cycle averages describe prior programs and are not indicative of the results of this offering.
An investment in a DST is speculative, illiquid, and involves a high degree of risk, including the possible loss of the entire amount invested. There is no public market for these interests, distributions are not guaranteed, and investors have no control over property operations. 1031 exchange and tax treatment depend on each investor's individual circumstances and on tax laws that are subject to change; consult your own tax and legal advisors.
Tax-equivalent yield represents the pre-tax yield a fully taxable investment would need to generate in order to match the after-tax cash flow of this offering. It assumes that a portion of distributions is sheltered by depreciation and other deductions, and it depends entirely on each investor's individual tax bracket, state of residence, and holding structure. It is illustrative only and is not a projection of return. Cap rate equivalent is the implied capitalization rate (net operating income divided by purchase price) shown solely for comparison to direct real estate; it is not a distribution rate, a yield, or a measure of investor return.
This offering and all terms shown are subject to change, withdrawal, or cancellation at any time without notice, and availability is not guaranteed. Nothing on this page creates a commitment or reservation. An investment is confirmed only upon the sponsor's acceptance of fully executed subscription documents; no other communication, indication of interest, or reservation constitutes a binding investment.