IPC REIT Files 8-K for Material Agreement

TL;DR

IPC REIT just filed an 8-K for a big new deal - could be a game-changer.

AI Summary

IPC Alternative Real Estate Income Trust, Inc. filed an 8-K on August 28, 2025, reporting a material definitive agreement. The filing also includes amendments to its articles of incorporation or bylaws and other events, along with financial statements and exhibits. The company, formerly known as Inland Private Capital Alternative Assets Fund, LLC, is incorporated in Maryland and has its fiscal year end on December 31.

Why It Matters

This filing indicates a significant new agreement for IPC Alternative Real Estate Income Trust, Inc., which could impact its operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 333-272750 — SEC File Number (Identifies the company's filings with the SEC.)
• 87-1302380 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• IPC Alternative Real Estate Income Trust, Inc. (company) — Registrant
• Inland Private Capital Alternative Assets Fund, LLC (company) — Former company name
• August 28, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 2901 Butterfield Road, Oak Brook, Illinois 60523 (address) — Principal executive address

FAQ

Key Financial Figures

• $0.01 — ares of Class I common stock, par value $0.01 per share (the "Class I Common Shares")

Filing Documents

• ck0001959961-20250828.htm (8-K) — 87KB
• ck0001959961-ex3_1.htm (EX-3.1) — 27KB
• ck0001959961-ex3_2.htm (EX-3.2) — 34KB
• ck0001959961-ex10_1.htm (EX-10.1) — 646KB
• ck0001959961-ex10_4.htm (EX-10.4) — 287KB
• ck0001959961-ex10_5.htm (EX-10.5) — 544KB
• ck0001959961-ex99_1.htm (EX-99.1) — 80KB
• ck0001959961-ex99_2.htm (EX-99.2) — 19KB
• img58823304_0.jpg (GRAPHIC) — 1592KB
• img241873093_0.jpg (GRAPHIC) — 1123KB
• img241873093_1.jpg (GRAPHIC) — 1101KB
• 0001959961-25-000013.txt ( ) — 7318KB
• ck0001959961-20250828.xsd (EX-101.SCH) — 26KB
• ck0001959961-20250828_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Dealer Manager Agreement On August 28, 2025, IPC Alternative Real Estate Income Trust, Inc. (referred to herein as the "Company," "we," "our," or "us") initiated a private offering exempt from registration under the Securities Act of 1933, as amended (the "Private Offering"). In connection with the Private Offering, on August 28, 2025, we and our dealer manager, Inland Securities Corporation (the "Dealer Manager"), an affiliate of our external advisor, entered into a dealer manager agreement (the "Private Offering DM Agreement") under which shares of Class I common stock, par value $0.01 per share (the "Class I Common Shares"), shares of Class X-1 common stock, par value $0.01 per share (the "Class X-1 Common Shares") and shares of Class X-2 common stock, par value $0.01 per share (the "Class X-2 Common Shares") in the Company will be sold through the Dealer Manager. We will not pay the Dealer Manager any dealer manager fees, selling commissions or ongoing distribution fees in respect of the purchase of any Class I Common Shares, Class X-1 Common Shares, Class X-2 Common Shares or any shares acquired pursuant to our distribution reinvestment plan. We, the Dealer Manager or our advisor IPC Alternative Real Estate Advisor, LLC (the "Advisor") may reimburse investment advisers or other fiduciaries for their out-of-pocket expense associated with conducting due diligence on us in connection with the Private Offering. The Dealer Manager and Company have also agreed to provide indemnification as set forth in the Private Offering DM Agreement. Any party may terminate the Private Offering DM Agreement upon 60 days' written notice. A copy of the Private Offering DM Agreement is filed as Exhibit 10.1 hereto. The Dealer Manager will enter into agreements with selected broker-dealers and registered investment advisers ("RIAs") that participate in the Private Offering. Copies of the Form of Selected Dealer Agreemen

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2025, the Company filed Articles of Amendment (the "Articles of Amendment") to its charter with the Maryland State Department of Assessments and Taxation ("SDAT") to reflect that the board of directors of the Company (the "Board of Directors"), by duly adopted resolutions, (i) redesignated 100,000,000 authorized but unissued shares of Class T common stock, $0.01 par value per share, as Class X-1 Common Shares, (ii) redesignated 100,000,000 authorized but unissued shares of Class S common stock, $0.01 par value per share, as Class X-1 Common Shares, (iii) redesignated 100,000,000 authorized but unissued shares of Class D common stock, $0.01 par value per share, as Class X-2 Common Shares and (iv) redesignated 100,000,000 authorized but unissued Class I Common Shares as Class X-2 Common Shares. The Articles of Amendment also revised the definitions within the Company's charter commensurate with the changes to the authorized and designated shares of the Company. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary (the "Articles Supplementary") to its charter, pursuant to which the Board of Directors, by duly adopted resolutions, set forth the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption as provided below for the Class X-1 Common Shares and Class X-2 Common Shares, as applicable: Class X-1 Common Shares Conversion of Class X-1 Common Shares. Each Class X-1 Common Share held in a stockholder's account shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Shares (including fractional shares) equal to the fraction, the numerator of which is the Class X-1 NAV per share and the denominator of which is the Class I NAV

01 Other Events

Item 8.01 Other Events. Share Repurchase Plan Amendment Our Board of Directors amended our share repurchase plan by adopting the Amended and Restated Share Repurchase Plan (the "Amended SRP") primarily to reflect the addition of Class X-1 Common Shares and Class X-2 Common Shares. Other immaterial changes were also made in the Amended SRP. A copy of the Amended SRP is filed as Exhibit 99.1 hereto. Distribution Reinvestment Plan Amendment Our Board of Directors amended our distribution reinvestment plan by adopting the Amended and Restated Distribution Reinvestment Plan (the "Amended DRP") primarily to reflect the addition of Class X-1 Common Shares and Class X-2 Common Shares. Other immaterial changes were also made to the Amended DRP. A copy of the Amended DRP is filed as Exhibit 99.2 hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1* Articles of Amendment, filed August 28, 2025 3.2* Articles Supplementary, filed August 28, 2025 10.1* Dealer Manager Agreement – Private Offering, dated August 28, 2025, by and between the Company and the Dealer Manager 10.2* Form of Selected Dealer Agreement – Private Offering (included as Exhibit A to the Dealer Manager Agreement – Private Offering filed as Exhibit 10.1 hereto) 10.3* Form of Selected RIA Agreement – Private Offering (included as Exhibit B to the Dealer Manager Agreement – Private Offering filed as Exhibit 10.1 hereto) 10.4* Amended and Restated Advisory Agreement, dated August 28, 2025, by and among the Company, the Operating Partnership and the Advisor 10.5* Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated August 28, 2025 99.1* Amended and Restated Share Repurchase Plan 99.2* Amended and Restated Distribution Reinvestment Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IPC ALTERNATIVE REAL ESTATE INCOME TRUST, INC. Date: September 3, 2025 By: /s/ Jerry Kyriazis Jerry Kyriazis Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR