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.
com, Inc. (S&P "AA"). 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). 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.
The properties are held free and clear with no mortgage, eliminating refinancing, maturity, rate-cap, and lender-foreclosure risk and removing the equal-or-greater-debt replacement requirement for 1031 investors. The structural trade-off is the absence of positive leverage.
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.
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.
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.
The analysis below is Baker 1031's educational opinion — not investment, tax, or legal advice, a recommendation, or a guarantee, and it does not replace the offering's Private Placement Memorandum (PPM), which governs in all respects. Read the PPM and consult your own CPA and attorney before investing.
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.
The analysis below is Baker 1031's educational opinion — not investment, tax, or legal advice, a recommendation, or a guarantee, and it does not replace the offering's Private Placement Memorandum (PPM), which governs in all respects. Read the PPM and consult your own CPA and attorney before investing.
| Metric | This Offering | Market Avg. | Assessment |
|---|---|---|---|
| Avg. Income | 5.25% | 5.22% | Meets Average |
| Income Growth | 1.92% | 8.58% | Below Average |
| Peak Income | 5.30% | 5.44% | Meets Average |
ExchangeRight
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.
Learn More About ExchangeRight →Documents for this offering. Available to signed-in investors.
Securities offered through Aurora Securities, Inc. (CRD #46147 / SEC #8-51322), member FINRA / SIPC; Baker 1031 Investments, LLC is independent of Aurora Securities, Inc. and is not a registered broker-dealer or investment adviser. This is not an offer to sell or a solicitation of an offer to buy any security; any offer is made solely by the confidential private placement memorandum (PPM), which qualifies all information herein in its entirety. Delaware Statutory Trust interests are speculative, illiquid securities offered under Rule 506(c) of Regulation D and sold only to investors whose accredited-investor status has been verified; offering documents and subscription materials are provided only after that verification. They involve substantial risk, including possible loss of the entire investment.
Distributions, yields, the cap-rate equivalent, DSCR, occupancy, and benchmark figures are sponsor estimates or projections, are not guaranteed, and may differ materially from actual results. Any tax-adjusted yield assumes a 40% effective rate for non-1031 cash investors and is not tax advice. No tax, legal, or investment advice is provided — consult your own CPA and attorney. Past performance does not guarantee future results.