A two-property government-leased portfolio held in a Delaware statutory trust (the Master Trust), leased to the U.S. General Services Administration (GSA) and occupied by the U.S. Department of Veterans Affairs and U.S. Citizenship and Immigration Services, backed by U.S. Government credit. Property 1 is a 353,238 SF build-to-suit VA outpatient clinic at 1695 Kernersville Medical Parkway, Kernersville NC (built 2015, 39.26 acres, four floors, 1,914 parking spaces), the VA Kernersville Health Care Center hub clinic with 78 physicians across 34 specialties plus a 2023 urgent-care addition; the GSA/VA lease commenced December 2015 on a 20-year term expiring December 2035, and the property is financed by 2020 tax-exempt bonds (US Bank Trust Company NA trustee, $186,745,000 balance, 2.872%, maturing July 1, 2035, amortizing). Property 2 is a 574,767 SF USCIS national headquarters at 5900 Capital Gateway Drive, Camp Springs MD (built 2020, 10.71 acres, Security Level IV, seven-level 1,770-space garage, conference/press/training infrastructure), into which USCIS consolidated its headquarters from six prior locations; the GSA/USCIS lease commenced January 2020 on a 15-year term expiring January 2035 with one 7-year renewal option, and the trust owns a 50% interest financed by a $41,000,000 share (of $82,000,000) Wells Fargo Trust Company loan at 4.83%, interest-only through March 14, 2035 (extendable to 2042 on renewal). The total offering of $402,397,396 comprises $174,652,396 equity and $227,745,000 assumed debt (56.60% loan-to-value). Both GSA leases are full-service/modified-gross, with the landlord retaining operating-expense and tax responsibility above base-year stops. Distributions are a level cash-on-cash yield of approximately 4.70% over the lease term, with total return weighted heavily toward back-ended residual value at lease expiry (projected VAWS residual approximately $275,990,000 against $34,527,396 equity; USCIS 50% interest approximately $176,500,000 in 2035 or $250,500,000 in 2042). Sponsored by NLCA Real Estate LLC, an affiliate of Net Lease Capital Advisors LLC; managing broker-dealer Clearview.
The portfolio's defining strength is U.S. Government credit: both assets are leased to the GSA and occupied by federal agencies (VA and USCIS), among the strongest counterparties available in net lease, with a historically high government renewal rate. The qualifier is that GSA lease performance ultimately depends on congressional appropriations and agency footprint decisions, and the leases run through GSA rather than carrying the literal full faith and credit of the United States, so renewal is a policy and budget decision rather than a contractual certainty.
Both buildings are mission-critical to their occupants, which materially raises renewal probability. USCIS consolidated its entire national headquarters into the Camp Springs facility for the first time in the agency's history, from six prior locations, in a purpose-built Security Level IV building with conference, press-briefing, filming, and training infrastructure, making relocation highly disruptive. The Kernersville facility is a purpose-built VA hub clinic anchoring the regional hub-and-spoke outpatient model, with 78 physicians across 34 specialties and a 2023 urgent-care expansion serving a growing regional veteran population.
The capital structure embeds a rare financing advantage: the VA property is financed with 2020 tax-exempt bonds fixed at 2.872% for a 20-year term, a well-below-market, long-duration cost of capital that is effectively impossible to replicate in the current rate environment and is the principal engine of the projected equity residual. The USCIS loan is fixed at 4.83% and interest-only to its 2035 maturity. The locked-in, low-cost leverage is a structural asset, though it is heterogeneous across the two properties and concentrates the residual upside in the heavily levered VA bond structure.
Location quality is strong and government-anchored on both assets. Camp Springs sits in the National Capital Region, the nation's sixth-largest and among its most affluent and educated MSAs, adjacent to the Branch Avenue Metro Green Line station and minutes from Joint Base Andrews, with demand driven by the federal government. Kernersville sits in the Piedmont Triad at the intersection of five interstate highways, a logistics and healthcare crossroads with a growing and aging regional veteran population that supports sustained outpatient-care demand.
The return architecture is residual-driven and leverage-amplified: high leverage (approximately 84% on the VA property via the cheap tax-exempt bonds, with only a roughly 15.6% standalone equity slice) magnifies the equity claim on large projected terminal values, with the VA property's residual projected near $275,990,000 against $34,527,396 of equity and the USCIS 50% interest projected at roughly $176,500,000 in 2035 or $250,500,000 with renewal to 2042. This back-ended structure is the defining source of total return and, equally, the dominant risk, since the modest current yield contributes only a fraction of the projected outcome.
GLH 2 is not the income vehicle its cash yield implies; it is a leveraged, long-duration wager that the federal government still wants two purpose-built buildings in 2035. The 4.70% level distribution merely meets the benchmark on current income and peak yield — average, not rich. On GSA/VA/USCIS credit, buyers take a market-clearing coupon for near-sovereign counterparty quality and a rare 2.872% tax-exempt bond lock on the VA asset. The 8.62% syndication load looks moderate but flatters the deal: all-in, ~30% of equity funds non-real-estate uses once affiliate and financing costs are added. Distributions look covered, not return of capital — an 8.74% equivalent cap over the 4.70% payout, with amortizing bond service taking the surplus, so the coupon is paid from in-place government rent. The crux is 2035, and only 2035: both leases (USCIS January, VA December) and both loans (March, July) mature in one ten-month window, and most of the return sits in a ~$276M VA residual against a $34.5M equity sliver, roughly 84% leverage on that building. It hinges on GSA renewal and 2035 pricing of special-purpose space with little alternative use; watch the lone USCIS seven-year option, exercisable by early 2034, against a footprint-reduction agenda. What the marketing buries under its cash-on-cash headline: the amortizing bonds retire principal yearly, so reported cash understates economic return — much of the gain compounds unseen as equity build, how a below-benchmark coupon still targets the sponsor's ~2.7x, ~8.7%/yr, ~10.8-year full-cycle average. Own it if you're a 1031 exchanger who prizes principal defense and government credit over spendable income and can sit through one concentrated 2035 exit. Pass if you need rich or growing income, can't underwrite one 2035 renewal-and-refi window, or balk at ~84% leverage, a 50% USCIS stake, full-service expense-inflation risk, and a ~30% all-in cost.
The offering pairs U.S. Government-backed GSA leases on two mission-critical, purpose-built federal facilities with long initial terms running to 2035, in strong markets (the affluent, federally driven National Capital Region and the growing Piedmont Triad), supporting durable, government-credit income. The capital structure locks in below-market, long-duration financing, most notably the 2.872% tax-exempt bonds on the VA property, a hard-to-replicate advantage that amplifies projected equity residuals. The deal delivers level monthly distributions of approximately 4.70% cash-on-cash over the lease term and projects substantial back-ended residual value at lease expiry, with an optional Section 721 contribution offering a potential tax-deferred continuation alongside a cash-election right. USCIS consolidated its entire headquarters into Camp Springs, and the VA clinic anchors a regional outpatient hub, both of which elevate renewal probability.
The leases are GSA full-service/modified-gross rather than triple-net, so the landlord retains operating-expense, tax (above base-year stops), insurance, and maintenance responsibility, exposing net cash flow to expense inflation that a true-NNN structure would pass through; the approximately 4.70% yield is net of these landlord obligations and sensitive to cost escalation. Total return is overwhelmingly back-ended and residual-dependent: with roughly 84% leverage on the VA property, the equity outcome hinges on realizing an approximately $275,990,000 residual in 2035 against a $34.5 million equity sliver, leaving the investment acutely sensitive to 2035 exit pricing, GSA renewal, and the re-leasing of special-purpose government buildings with thin alternative-use demand. A maturity cliff converges in 2035, as both leases (VA December 2035, USCIS January 2035) and both loans (July 2035, March 2035) come due within months of each other, concentrating renewal, refinancing, and disposition risk into a single window; USCIS carries only one 7-year renewal option (exercisable at least twelve months prior) and a Make-Whole Premium if not renewed. The USCIS asset is a 50% co-ownership interest, adding joint-control dependency, and GSA leases remain subject to congressional appropriations and the federal government's stated footprint-reduction agenda. Upfront costs are very high: third-party and affiliate financing costs total roughly 21.23% of equity on top of an approximately 8.62% syndication load, so nearly 30% of equity funds non-real-estate uses, and the structure (tax-exempt bonds plus a commercial loan, two lenders, base-year expense stops, reserve funds) is complex and operationally demanding. Current income is largely flat with limited contractual escalation.
Projected, not guaranteed. Distribution rates are the sponsor’s projections, are not a promise of performance, and can be reduced or suspended. ¹ Estimated Tax-Adjusted Yield reflects the projected impact of depreciation and amortization deductions at an assumed combined federal and state tax rate; individual tax outcomes vary — consult your CPA regarding your specific situation. Cap Rate Equivalent is a Baker 1031 Investments calculation intended to allow comparison with direct property ownership; it is not a sponsor-reported figure and does not represent a rate of return. See the private placement memorandum for the assumptions behind these figures.
Benchmarks are calculated by Baker 1031 Investments: each metric is compared against the average across current offerings of the same property type tracked by Baker 1031 as of the last-updated date shown; a figure within ±10% of that average reads “Meets Average.” Benchmark data is internal, unaudited, and subject to change. Review each offering’s PPM for complete information.
Net Lease Capital Advisors is a Nashua, New Hampshire net-lease advisory and sponsorship firm, founded in 1996, with a distinctive specialization in single-tenant assets leased to the U.S. Government (GSA) and investment-grade corporates, and particular expertise in zero-cash-flow structures for 1031 exchangers. The firm cites more than $15 billion in closed net-lease transactions since inception—a lifetime volume figure rather than current AUM—and pairs property sponsorship with capital-gains tax structuring. Its government-credit niche is among the most defensive tenant profiles available to exchange investors.
Sponsor figures are provided by the sponsor and have not been independently verified except as described in the offering materials. Past performance does not guarantee future results.
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Full offering details, projections, and documents for Government Lease Holdings 2 DST (GLH 2 DST) are available to verified accredited investors.
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