BREX Net Lease Industrial I DST Overview
BREX Net Lease Industrial I DST is a Regulation D (Rule 506(b)) private placement offering accredited investors up to 100% of the Class 1 beneficial interests in a Delaware statutory trust that owns 34 Market Street, a 221,999-square-foot, single-story, Class A industrial warehouse and distribution center in Everett, Massachusetts, less than five miles north of downtown Boston. Constructed in 2022, the facility was purpose-built for Amazon and is fully triple-net leased to Amazon.com Services LLC, with the lease guaranteed by Amazon.com, Inc. (NASDAQ: AMZN; rated AA/A1 by S&P/Moody's). The property includes roughly 220,000 square feet of rooftop parking and 515 spaces, for a total gross area of approximately 441,999 square feet. The Amazon lease carries about 12 years of remaining term, 2.5% annual rent increases, no discretionary termination or contraction rights, and three five-year renewal options at 98% of fair market value. The trust acquired the property on March 23, 2026 from an unaffiliated seller for $155.4 million, supported by a Capright appraisal of $158.0 million. The offering is sponsored by Brookfield Real Estate Exchange LLC, an affiliate of Brookfield Real Estate Income Trust Inc. and part of Brookfield Asset Management, with BREX Manager LLC serving as manager and signatory trustee. Total capitalization comprises up to $80,055,365 of equity and an $84.0 million PNC Bank loan (about $164.1 million of gross proceeds). Structured for Section 1031 exchangers, the DST passes through monthly distributions of available cash while a Brookfield-affiliated master tenant operates the asset under an absolute-net master lease. It suits accredited, income-oriented investors completing a 1031 exchange who want passive, single-tenant industrial exposure to a credit-rated logistics tenant and are comfortable with illiquidity and no day-to-day control.
Highlights
The property sits in Everett, Massachusetts, an urban-infill submarket less than five miles north of downtown Boston within the Boston-Cambridge-Newton MSA, one of the most supply-constrained industrial markets in the country. Its densely populated, fast-growing location places last-mile distribution capacity directly adjacent to a large, affluent consumer base, precisely the type of close-in logistics footprint e-commerce and delivery operators increasingly compete for. Land for new industrial development near central Boston is scarce, and the site's proximity to major population centers supports durable tenant demand and long-term value. The parcel is zoned Industrial District and, per the Zoning Report, is a legal conforming use, and it offers surface plus rooftop parking with expandable loading capacity that is difficult to replicate in an infill location.
Built in 2022, 34 Market Street is a modern, Class A, single-story warehouse and distribution facility totaling 221,999 square feet, with approximately 220,000 square feet of rooftop parking and 515 parking spaces across roughly 441,999 square feet of gross area. It is 100% triple-net leased to Amazon.com Services LLC, with the lease guaranteed by Amazon.com, Inc. (NASDAQ: AMZN), which carries investment-grade AA/A1 ratings from S&P and Moody's. The lease has about 12 years of remaining term, 2.5% annual rent escalations, no discretionary termination or contraction options, and three five-year renewal options at 98% of fair market value. Third-party engineering found the building in good overall condition, with only about $6,750 of immediate repairs identified and a 20-year warranty on the primary TPO roofing system.
The trust financed the acquisition with an $84.0 million loan from PNC Bank, an unaffiliated lender, representing a conservative 51.20% loan-to-cost against $164,055,365 of maximum gross proceeds. The loan carries a seven-year term maturing March 23, 2033, with interest-only payments throughout. Although priced at a variable rate of Compounded SOFR plus 1.45%, the trust entered an interest-rate hedge that fixes the effective rate at 4.837% through the fifth anniversary, with the hedge to be extended or replaced through maturity, providing meaningful protection against rate volatility. The loan is non-recourse to the trust (subject to customary carve-outs), and investors are not required to sign personal guarantees or environmental indemnities. The trust also funded a $600,000 supplemental reserve and a $400,000 working capital reserve from loan proceeds at closing.
The offering is sponsored by Brookfield Real Estate Exchange LLC, an affiliate of Brookfield Real Estate Income Trust Inc. (BF REIT) and part of Brookfield Asset Management, a leading global alternative asset manager with more than $1 trillion of assets under management as of December 31, 2025. Brookfield's real estate business is among the world's largest, with roughly $273 billion of real estate assets under management across logistics, rental housing, office, retail, hospitality and alternatives, supported by a global network of 278 real estate investment professionals and approximately 24,000 real estate operating employees. As of December 31, 2025, BF REIT held a diversified portfolio of 19 real estate investments plus four joint-venture interests and 26 real estate-related loan and securities positions, with a net asset value of $973.3 million. BREX Manager LLC serves as manager and signatory trustee, and Brookfield Properties (USA) LLC manages the property.
The interests are designed as replacement property for investors completing a Section 1031 like-kind exchange, and may also serve Section 1033 involuntary-conversion needs. Tax counsel has opined that acquiring an interest should be treated as acquiring an interest in real estate for Section 1031 purposes, allowing eligible exchangers to defer capital gains while stepping into passive, institutionally managed industrial real estate at a $100,000 minimum. Investors receive monthly cash distributions and a pro-rata share of any appreciation, along with depreciation that can shelter a portion of income. The structure also carries a built-in exit path: under the FMV Option, the Brookfield operating partnership may, at its sole discretion, acquire investors' interests in exchange for operating partnership units (a 721-style exchange) or cash, potentially offering continued tax deferral and a route into a larger, diversified Brookfield real estate portfolio.
Analysis of BREX Net Lease Industrial I DST
Insights
For a 1031 exchanger, BREX Net Lease Industrial I DST is best read as a leveraged bond-proxy on Amazon's credit: the return case rests on a single AA/A1-guaranteed tenant and a long, structured lease, not on active value creation. The appeal is real — a 2022-built, Class A infill logistics box in supply-constrained metro Boston, 100% net-leased with about 12 years of term and 2.5% annual escalators, under Brookfield sponsorship and financed at 51.2% loan-to-cost with the rate hedged to 4.837% through year five. On the numbers the yield is rich rather than thin: the ~6.1% starting and ~7.0% average distribution screen Above Average on both income and peak yield versus an industrial net-lease market averaging roughly 5.4% and 5.8%, and growth also flags Above Average. But that premium is pay for leverage and structure, not cheap real estate — the ~7.5% headline load is closer to ~9.6% measured against invested equity, and the ~$164.1M gross offering sits above both the $155.4M purchase price and the $158.0M appraisal, so buyers capitalize fees and financing above the appraised value of the dirt. The Above-Average growth is fixed 2.5% bumps, not mark-to-market upside, so income is as capped as it is predictable; a Year-1 payout ratio near 1.14 means first-year distributions modestly exceed property cash flow and lean on reserves until the escalators catch up. The outcome hinges on two things: whether Amazon renews at or past year 12 (renewals reset to 98% of fair market value, which can re-rate rent down) and the exit cap on a purpose-built, single-tenant box. The 2033 loan maturity, which precedes the lease term, is the structural pressure point — a DST cannot refinance, so absent a sale or the FMV Option a forced Transfer Distribution into a springing LLC could disturb both control and tax posture. The coal-tar contamination under an activity-and-use limitation, an open MassDEP audit, and a Zone AE flood location are manageable but non-trivial, leaning partly on contractual protections rather than being fully resolved. The FMV Option is genuine optionality into Brookfield's operating partnership, but it is exercisable at the OP's sole discretion and should not be underwritten as a guaranteed 721 exit. Versus an all-cash net-lease DST this trades higher leverage and balloon risk for a stronger covenant and a newer asset; versus a diversified DST it concentrates everything in one tenant and one building. Net: it fits conservative exchangers who want durable, credit-backed income and can accept illiquidity, single-tenant concentration, a meaningful up-front load, and debt that must be cleared before the lease ends. Investors seeking diversification, inflation-plus rent growth, or a dependable near-term liquidity event should pass.
Advantages
Investment-grade tenancy: the property is 100% triple-net leased to Amazon.com Services LLC and guaranteed by Amazon.com, Inc., which holds AA/A1 ratings, with about 12 years of remaining term, 2.5% annual rent bumps, and no discretionary termination or contraction rights. Truly passive structure: a Brookfield-affiliated master tenant operates the asset under an absolute-net master lease guaranteed by the operating partnership, and investors receive monthly distributions of available cash without landlord responsibilities. Institutional sponsorship: Brookfield is one of the world's largest real estate managers, with over $1 trillion in total AUM and roughly $273 billion in real estate. Conservative, hedged financing: an $84.0 million PNC loan at 51.20% loan-to-cost is interest-only, non-recourse to the trust, and hedged to an effective fixed 4.837% through year five, insulating cash flow from near-term rate swings. Modern, well-located asset: a 2022-built, Class A infill logistics facility less than five miles from downtown Boston in a supply-constrained market, in good physical condition per third-party engineering. 1031 fit and exit optionality: designed as like-kind replacement property with a tax opinion supporting Section 1031 treatment, plus the FMV Option that can convert interests into Brookfield operating partnership units or cash for potential continued deferral. Reserves of $1.0 million were funded at closing to support property costs and working capital.
Concerns
Illiquidity and no control: there is no public market for the interests, and beneficial owners have no voting rights over management, operations, or the sale of the property, and cannot compel or block a sale. Single-asset, single-tenant concentration: the trust owns one building leased to one tenant, so a loss of Amazon or any rent disruption could materially impair distributions and value, as the property depends entirely on Amazon for rental income. Leverage and maturity risk: the $84.0 million loan matures March 23, 2033, before the master lease term, and because a DST cannot refinance, the manager would be forced to effect a Transfer Distribution into a springing LLC to refinance or raise capital, potentially disrupting 1031 treatment and control. Interest-rate risk beyond year five: the effective 4.837% rate is fixed only through the fifth anniversary and depends on an ongoing hedge that may prove ineffective or costlier to replace. High up-front load: fees and expenses total up to $7,655,365 (about 9.56% of equity, or $9,563 per $100,000 invested), including 5.0% selling commissions, a 1.0% placement fee, and a 1.0% dealer manager fee, plus ongoing fees of a 0.15% administration fee, a 0.25% investor servicing fee, and a 2.0%-of-revenue property management fee. Reliance on affiliates: the master tenant is a newly formed entity with limited resources, and performance depends on the operating partnership guaranty amid numerous conflicts of interest. Environmental and site risks: the site has coal tar-related subsurface contamination managed under an activity and use limitation with an engineered barrier and vapor mitigation, an unresolved MassDEP audit, and the property lies in flood Zone AE. Tax uncertainty: 1031 treatment rests on a limited tax opinion, not an IRS ruling, and using exchange funds for costs could create taxable boot.
BREX Net Lease Industrial I DST — Complete Offering Data
Offering & Structure
Investment NameBREX Net Lease Industrial I DST
SponsorBrookfield
StructureDelaware Statutory Trust (DST)
Offering Type506(b)
StatusClosed
Last Updated2026-08-03
Size & Availability
Total Offering$164,055,365
Equity$80,055,365
Debt$84,000,000
Available Equity$0 (0% of equity)
Minimum Investment$100,000
Total Load7.50%
Initial Reserves1.25%
Property
Property TypeIndustrial
StrategyCore
LocationMA
Market TierTier 1
Income & Projections
Average Yield7.01%
Projected Yields (Y1–Y10)Y1 6.10% · Y2 6.38% · Y3 6.69% · Y4 7.00% · Y5 7.31% · Y6 7.62% · Y7 7.96%
Tax-Adjusted Yield12.94%
Cap Rate Equivalent9.32%
Year 1 NOI$9,617,821
Y1 Payout Ratio1.14
Financing
In-Place LTV51.20% LTV
LenderPNC Bank, National Association
Loan TypeVariable
Interest Rate4.84% (Fixed via hedge)
Loan Term7 years
I/O Period7 years
AmortizationN/A (interest-only)
Y1 DSCR2.33x
Exit
Estimated Hold Period7 years
721 Exchange ExitMandatory
Benchmarks (vs sector median)
Avg. Income7.01% vs 5.33% market — Above Average
Growth30.49% vs 15.09% market — Above Average
Peak7.96% vs 5.80% market — Above Average
Every data point Baker 1031 tracks for this offering, in one place. Figures are drawn from the offering’s private placement memorandum and sponsor materials unless noted, are summaries for convenience only, and are qualified in their entirety by the PPM. Tap the ⓘ icon next to any label for what it means and how it is calculated.
