Sealy Industrial I, DST Overview
Sealy Industrial I, DST is a Regulation D, Rule 506(b) private placement offering beneficial interests in a newly formed Delaware statutory trust sponsored by an affiliate of Sealy & Company, LLC. The Trust owns a single-story warehouse and distribution building constructed in 2024, containing approximately 303,456 square feet on approximately 29.98 acres at 4210 West 67th Street, Anderson, Indiana 46011, within the Indianapolis-Carmel-Greenwood metropolitan statistical area. The building includes roughly 105,000 square feet of cold storage, about 5,000 square feet of office, and the remainder conventional warehouse space, with a 32-foot clear height, 25 dock doors and three drive-in doors. The Property was acquired for a purchase price of approximately $33,400,000 and is 100% leased on a triple-net basis to Pioneer Hi-Bred International, Inc., an Iowa corporation, with the lease guaranteed by EIDP, Inc., a subsidiary of Corteva, Inc. (NYSE: CTVA), a leading global agriculture company. The Trust is offering up to $40,468,388 of Interests, representing 100% of the Interests in the Trust, with a minimum investment of $100,000. The Trust does not use permanent financing, so the Property is owned free and clear of mortgage debt. The business plan is to collect contractual base rent under the long-term net lease, maintain the asset's long-term value, and ultimately sell the Property to seek a return of and on investor capital. The offering is designed primarily for accredited investors seeking to defer gain on the sale of relinquished real property through a Section 1031 exchange, as well as those seeking passive, single-tenant industrial exposure backed by an investment-grade-rated guarantor without day-to-day management responsibility. Prospective investors should read the entire Memorandum, including the Risk Factors, before investing.
Highlights
The Property sits in Anderson, Madison County, Indiana, within the 11-county Indianapolis-Carmel-Greenwood MSA and the Northeast submarket of one of the Midwest's premier logistics hubs. Indianapolis is a nationally significant distribution corridor served by an extensive interstate network; the Memorandum notes the region's status as a distribution hub, anchored by major logistics operations such as the FedEx facility at Indianapolis International Airport, which totals more than 2.4 million square feet and employs more than 800 full-time and 3,300 part-time workers. Per CBRE's Second Quarter 2025 Industrial Market View cited in the Memorandum, the Indianapolis industrial market posted its first quarter of absorption exceeding one million square feet since 2023. The Memorandum forecasts continued population, household income and household value growth, supported by a diversified economic base and a tax-friendly business climate.
The asset is an institutional-quality, 2024-vintage Class A warehouse of approximately 303,456 square feet on roughly 29.98 acres, purpose-built with modern logistics specifications: a 32-foot clear height, 25 dock doors and three drive-in doors. Notably, it includes approximately 105,000 square feet of cold storage plus about 5,000 square feet of office, with the balance conventional warehouse - a temperature-controlled component that is comparatively scarce and costly to replicate. The Property is 100% leased on a triple-net basis to Pioneer Hi-Bred International, Inc., under a lease guaranteed by EIDP, Inc., a subsidiary of Corteva, Inc. (NYSE: CTVA). Corteva/EIDP carried investment-grade credit ratings (S&P A-, Moody's Baa1, Fitch BBB+ as described in the Memorandum). Under the net lease, the Tenant bears property taxes, insurance, and specified maintenance and capital expenditure obligations, reducing the Trust's direct operating exposure. A Property Condition Report prepared by Intertek (dated November 17, 2025) supports the physical assessment.
The capital structure is conservative and unleveraged. The Trust does not utilize permanent financing, so the Property is held free and clear of mortgage debt, which eliminates refinancing and balloon-maturity risk during the anticipated hold period and removes the prospect of lender foreclosure. The Trust is offering up to $40,468,388 of Interests (100% of the Trust) against a Property purchase price of approximately $33,400,000, with a $100,000 minimum investment. Current annual base rent is $2,109,613 for the period 01/01/2025 through 12/31/2027, with contractual increases of 5.5% scheduled on January 1, 2028, January 1, 2031, and January 1, 2034, providing built-in cash-flow growth. A reserve account of approximately $334,000 is established for unanticipated property costs. Because there is no debt service, forecasted distributions are not exposed to interest-rate movements on Trust-level borrowings, and all rental cash flow after fees and reserves is available for distribution to investors as described in the Financial Forecast (Exhibit D).
The offering is sponsored by an affiliate of Sealy & Company, LLC, a Georgia limited liability company and full-service, vertically integrated real estate firm engaged in acquiring, developing, owning, financing, managing, leasing and brokering industrial and other commercial property. According to the Memorandum, since 2001 Sealy and its affiliates have acquired, developed, and in some cases sold approximately $8.1 billion of industrial and commercial real estate assets, and the firm's investment team evaluates more than $5 billion of real estate annually and has executed over $4 billion in acquisitions, with a footprint across the Southeast, Southwest and Midwest United States. Sealy serves as Asset Manager under the Asset Management Agreement and, through affiliates, provides property management, giving the sponsor in-house control of leasing and operations. Sealy Investment Securities, LLC, a FINRA-member affiliate, serves as Managing Broker-Dealer. This alignment of an experienced industrial specialist managing an industrial asset is a central feature of the offering.
The Trust is structured to allow qualifying accredited investors to acquire Interests as replacement property in a Section 1031 like-kind exchange, deferring federal and state capital gains tax on the sale of relinquished real estate. Tax counsel has provided an opinion that acquisition of an Interest should be treated as a direct acquisition of the Property for Section 1031 purposes, though the Trust has not sought and does not plan to seek an IRS ruling, and the opinion is limited in scope. Investors receive their pro rata share of net cash flow and potential appreciation, along with depreciation that may shelter a portion of income, without day-to-day management duties. The Memorandum also describes a potential future conversion of the Trust to a 'Springing LLC,' which could, in certain circumstances and at the Trustee's discretion, facilitate a transfer of the Property - including, potentially, a tax-deferred exchange under Section 721 - though no assurance is given that any such tax-deferred outcome can be achieved. Investors should confirm eligibility with their own tax advisors.
Analysis of Sealy Industrial I, DST
Insights
Read this as a bond substitute dressed up as real estate: an all-cash, single-tenant net lease whose job in a 1031 portfolio is to preserve basis and pay a predictable, credit-backed coupon, not to build wealth. Carrying zero debt, it funds a 4.81% Year-1 distribution (5.05% average, 5.44% peak) from rent alone; the 1.08x Year-1 payout ratio confirms NOI covers the coupon — return of income, not the quiet return of capital leveraged DSTs often run. Against the marketplace it only keeps pace — income and peak yield screen Meets Average, growth Below Average — so you buy stability, not a rising stream. That stability is priced steeply: total load runs ~16.6%, heavy, as a $40.47M raise against a ~$33.4M building routes some $7M of equity to commissions, fees and reserves before a square foot works. So an asset near a 7.4% cap-rate-equivalent yields under 5% in cash. The crux isn't the coupon — an investment-grade EIDP/Corteva guaranty on a true triple-net lease makes near-term income about as safe as this class offers — it's the exit, and the marketing buries the catch: the touted lease to 12/31/2036 expires just as the ~ten-year hold matures. Net-lease buyers pay up for long remaining term, so a 2035–2036 sale with little left means a wider exit cap and a residual that may not clear the load to return par. Watch whether Pioneer/Corteva signals renewal, and how Corteva's 2026 split into two companies, under negative rating watch, reshuffles which entity backs the guaranty. There is no 721/UPREIT off-ramp; liquidity comes only from a sale into an Indianapolis market near 10.9% vacancy. Own it as a debt-free, investment-grade income sleeve if you can sit through total illiquidity and single-tenant concentration for a decade; pass if you need yield above the market peak, are underwriting appreciation, or can't stomach a hold that ends the year the lease does.
Advantages
Debt-free ownership: the Trust uses no permanent financing, so the Property is held free and clear, eliminating refinancing, balloon-maturity and lender-foreclosure risk that burden leveraged DSTs. Long-term, credit-backed income: the Property is 100% leased on a triple-net basis to Pioneer Hi-Bred International, Inc., with the lease guaranteed by EIDP, Inc., a subsidiary of Corteva, Inc. (NYSE: CTVA), which carried investment-grade ratings (S&P A-, Moody's Baa1, Fitch BBB+). Contractual rent growth: base rent of $2,109,613 escalates 5.5% on January 1, 2028, 2031 and 2034, providing built-in increases. Modern, hard-to-replicate asset: a 2024-built, ~303,456 SF warehouse with ~105,000 SF of cold storage, 32-foot clear height and 25 dock doors in a growing Indianapolis logistics submarket. Net-lease structure shifts property taxes, insurance and specified maintenance and capital obligations to the Tenant, limiting the Trust's operating exposure. Passive, turnkey 1031 replacement property: a $100,000 minimum lets exchangers precisely match equity, with tax counsel opining the acquisition should qualify under Section 1031, plus potential depreciation shelter. Experienced sponsor: an affiliate of Sealy & Company - which since 2001 has transacted approximately $8.1 billion of industrial and commercial real estate - manages the asset in-house. A reserve account of roughly $334,000 provides a cushion for unanticipated property costs.
Concerns
Illiquidity: there is no public market for the Interests, transfer is restricted, and investors must be prepared to hold for the Trust's full life and bear the entire risk of loss. No control: investors cannot participate in day-to-day management or vote on most decisions; under Delaware statutory trust rules the Administrative Trustee is prohibited from taking actions that would 'vary the investment,' which can prevent the Trust from renegotiating the lease, re-leasing, or raising new capital, and may force a sale or conversion to a Springing LLC on unfavorable terms. Single-asset, single-tenant concentration: cash flow depends entirely on one building and one tenant; any default, non-renewal at lease expiration (12/31/2036, subject to two five-year options), or vacancy would sharply impair distributions. Guarantor/credit risk: the guaranty depends on EIDP/Corteva, which announced a planned separation into two public companies (expected in 2026) and has been subject to negative rating watch/outlook - a downgrade or restructuring could weaken credit support. Market softness: the Memorandum cites Indianapolis industrial vacancy of 10.9% (22.2% in the East submarket), speculative product delivered over the prior 36 months still largely vacant, and second-quarter leasing activity down 47.2%. Load and fees: selling commissions of up to 6.0% and total selling commissions and expenses of approximately 9.5% reduce invested equity (maximum offering $40,468,388 vs. net proceeds of about $36,623,891), plus ongoing asset management and a 2.00% disposition fee, and reliance on the Sponsor and its affiliates creates conflicts of interest. Tax risk: the Section 1031 treatment rests on a limited tax opinion, not an IRS ruling, and could be challenged. Distributions are forecast, not guaranteed, and may be affected by reserves, expenses and tenant performance.
Sealy Industrial I, DST — Complete Offering Data
Offering & Structure
Investment NameSealy Industrial I, DST
SponsorSealy & Company
StructureDelaware Statutory Trust (DST)
Offering Type506(b)
StatusClosed
Last Updated2026-08-10
Size & Availability
Total Offering$40,468,388
Equity$40,468,388
DebtAll-Cash
Available Equity$0 (0% of equity)
Minimum Investment$100,000
Total Load16.64%
Initial Reserves1.83%
Property
Property TypeIndustrial
StrategyCore
LocationIN
Market TierTier 2
Income & Projections
Average Yield5.05%
Projected Yields (Y1–Y10)Y1 4.81% · Y2 4.65% · Y3 4.92% · Y4 4.91% · Y5 4.91% · Y6 5.15% · Y7 5.14% · Y8 5.14% · Y9 5.44% · Y10 5.43%
Tax-Adjusted Yield11.65%
Cap Rate Equivalent7.41%
Year 1 NOI$2,106,604
Y1 Payout Ratio1.08
Financing
In-Place LTV0.00% LTV
Exit
Estimated Hold Period10 years
721 Exchange ExitNone
Benchmarks (vs sector median)
Avg. Income5.05% vs 5.33% market — Meets Average
Growth13.10% vs 15.09% market — Below Average
Peak5.44% vs 5.80% market — Meets 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.
