DWS-Advised RREEF Property Trust Board Approves Complete Liquidation Plan

RREEF Property Trust’s board has approved a plan of complete liquidation and dissolution that would sell the REIT’s assets, return net proceeds to stockholders and ultimately dissolve the company. The plan is not yet effective because it requires stockholder approval at a special meeting that the company expects to hold in early 2027.

The board approved the plan on September 15 and the company announced it on September 18. RREEF Property Trust said it intends to sell its seven current real estate investments, which are spread across five states and include industrial, retail, residential and office properties. It plans to complete those asset sales within 24 months after stockholders adopt the plan, although the timing and proceeds will depend on market conditions and individual property sales.

The company also suspended new share sales in its public and private offerings, its share redemption plan and its distribution reinvestment plan effective immediately. RREEF said it intends to continue monthly distributions while it seeks stockholder approval, subject to the board’s discretion.

The liquidation would replace RREEF’s existing growth model

RREEF Property Trust is a publicly registered but non-listed real estate investment trust advised by RREEF America L.L.C., an affiliate of DWS. Its existing model has relied on daily net asset value calculations, ongoing capital raising and a redemption program designed to provide limited liquidity to investors even though the shares do not trade on a public exchange.

The liquidation plan changes that framework. Instead of continuing to raise capital and acquire or hold properties indefinitely, the company would focus on selling the portfolio, paying or reserving for liabilities and expenses, and distributing remaining proceeds to stockholders. RREEF’s official SEC filing archive provides its regulatory reports and offering materials.

Management said the board reached the decision after considering strategic alternatives in an environment of heightened redemption activity and difficulty attracting new capital. Chairman, President and Chief Executive Officer Todd Henderson said the board viewed an orderly liquidation as the preferred route for maximizing stockholder value. The company has not provided a guaranteed amount that investors will receive through liquidation.

That uncertainty is important because property valuations are estimates rather than fixed sale prices. RREEF itself cautions that appraisals and net asset value calculations may not match the amounts ultimately realized when properties are sold. The actual cash available for stockholders will also be reduced by liabilities, reserves and liquidation expenses before distributions are made.

Redemption pressure had already tested the REIT’s liquidity

The decision follows a period in which redemption requests repeatedly pressed against the limits of RREEF’s share redemption program. Under the plan in place before the September suspension, redemptions were generally capped at 2% of combined NAV per month and 5% per calendar quarter.

RREEF’s June 30 quarterly filing with the SEC shows that requests exceeded the applicable monthly or quarterly limit in January and again from March through June 2026. Stockholders whose requests were subject to proration received 71.3% of the amount requested in January, 79.4% in March, 95.6% in April, 97.5% in May and 67.6% in June. February and July requests were below the applicable monthly limit and were honored in full.

August was also below the monthly limit. The company said it redeemed about $2.7 million of shares that month, equal to roughly 1.3% of combined NAV measured from the end of the prior quarter, and fulfilled all requests received. Those later months showed some easing in requests, but the company’s September announcement still cited heightened redemption activity and challenges attracting fresh capital as factors in the strategic review.

RREEF’s June 30 balance sheet reported about $316.2 million of net real estate assets and $6.0 million of cash and cash equivalents. The company also disclosed that distributions for the first six months of 2026 were funded 50.8% from cash flow from operations and 49.2% from borrowings. Those historical figures do not determine liquidation proceeds, but they help show why liquidity and the timing of property sales matter during a wind-down.

The immediate suspension of the redemption plan changes the way investors can obtain liquidity before the stockholder vote and asset sales. Because the shares are not publicly traded, the redemption program had been one of the primary mechanisms for investors seeking to exit their holdings. With that program suspended, the focus shifts to distributions and eventual liquidation proceeds rather than periodic redemptions.

Stockholders still have to approve the plan

The board’s approval starts the formal liquidation process but does not by itself authorize the full wind-down. RREEF plans to call a special meeting at which stockholders will consider the proposal, with the meeting currently expected in early 2027. Proxy materials are expected to provide additional details about the vote, the mechanics of the plan and the risks involved.

If stockholders approve the plan, RREEF would proceed with property sales and could make one or more liquidating distributions as cash becomes available. Net proceeds would be distributed only after the company pays or makes provision for liabilities, obligations and expenses. The board would retain discretion over the timing of distributions, and the company has warned that neither the amount nor timing can be guaranteed.

The current portfolio includes seven real estate investments across five states, so the liquidation will depend on a series of property-level sale processes rather than a single closing. Market conditions, buyer financing, property-specific negotiations and the time required to satisfy liabilities could all affect how quickly cash can be returned to investors. RREEF has set a goal of completing asset sales within 24 months after stockholder adoption of the plan, not within 24 months of the September board vote.

Jones Lang LaSalle Securities is serving as financial adviser in connection with the strategic alternatives review. Alston & Bird acted as company counsel and Venable acted as Maryland counsel. The next major milestone is the special stockholder meeting expected in early 2027, when investors will decide whether the liquidation plan can move forward.