Office: Seven properties consisting of approximately 1.0 million net rentable square feet, which were approximately 94.1% leased and constituted approximately 43.8% of the total annualized base rent of our initial portfolio as of December 31, 2012.

Retail: Fifteen properties consisting of approximately 1.1 million net rentable square feet, which were approximately 93.9% leased and constituted approximately 38.2% of the total annualized base rent of our initial portfolio as of December 31, 2012.

Multifamily: Two properties consisting of 626 apartment units, which were approximately 94.9% leased and constituted approximately 18.0% of the total annualized base rent of our initial portfolio as of December 31, 2012.

Seasoned, Committed and Aligned Senior Management Team with a Proven Track Record.  Our senior management team, led by Daniel Hoffler, Louis Haddad and Russell Kirk, has extensive experience developing, constructing, owning, operating, renovating and financing institutional-grade office, retail, multifamily and hotel properties in the Mid-Atlantic region. Since inception, Armada Hoffler has developed in excess of $1.4 billion of properties, including all but one of the properties in our initial portfolio. Upon completion of this offering and the related formation transactions, our executive officers, directors and their respective affiliates collectively will own approximately 34.0% of our company on a fully diluted basis, which we believe will align their interests with those of our stockholders.

High-Quality, Diversified Portfolio.  Our initial portfolio consists of institutional-grade, premier office, retail and multifamily properties located in Virginia and North Carolina. Our properties are generally in the top tier of commercial properties in their markets and offer Class-A amenities and finishes. Our properties have an average age of 11.4 years, and were, with one exception, built and developed by us. We believe we generally have lower tenant improvement costs per square foot than many of our public

company peers due to the average age of our properties, our historical retention rate, high barriers to entry in our markets and the institutional-grade quality of our portfolio. We believe that we have maintained our properties to the highest standards and that the quality and location of our properties, together with our active asset management strategies, have resulted in our properties achieving and maintaining competitive rents and occupancy levels relative to competitive properties, including during the recent recessionary period of 2007 to 2009 and subsequent weak recovery. For example, when occupancy rates on our stabilized office and retail portfolios reached post-2007 lows of 92.4% in 2011, and 93.4% in 2010, respectively, the U.S. office and retail occupancy rates were 83.3% and 91.2%, respectively, for the comparable period, according to RCG. Additionally, in 2010, when the U.S. office and retail occupancy rates reached post-2007 lows of 82.1% and 91.2%, respectively, the comparable occupancy rates on our stabilized office and retail portfolios were 96.0% and 93.4%, respectively.

Strategic Focus on Attractive Mid-Atlantic Markets.  We focus our activities in our target markets in the Mid-Atlantic region of the United States that demonstrate attractive fundamentals driven by favorable supply and demand characteristics and limited competition from other large, well-capitalized operators. According to RCG, many of our target markets enjoy high concentrations of employers in industry sectors that historically have been resistant to recession, including military, state government, higher education and healthcare. The Hampton Roads Metropolitan Statistical Area, or MSA, region, from which we derive a majority of our annualized base rent, had an unemployment rate of 6.4% as of August 2012, as compared to unemployment rates of 8.3%, 8.2% and 8.1% in the top 10, top 25 and top 50 MSAs, respectively, and the U.S. national rate of 7.8%. Furthermore, RCG projects steady population growth in all of the markets in which the properties in our initial portfolio are located. We believe that our longstanding presence in our target markets provides us with significant advantages in sourcing and executing development opportunities, identifying and mitigating potential risks and negotiating attractive pricing.

Extensive Experience with Construction and Development.  Since 1982, Armada Hoffler has provided third-party general contracting services through both design/build and design/bid/build delivery methods with a commitment to delivering a quality project on schedule and within the established budget. Our platform consists of development, construction and asset management capabilities, which comprise an integrated delivery system for every project that we build for our own account or for third-party clients. This integrated approach provides a single source of accountability for design and construction, simplifies coordination and communication among the relevant stakeholders in each project and provides us valuable insight from an operational perspective. In addition to building 23 of the 24 properties in our initial portfolio, we have had a lead role in the following construction and development projects for third party clients:

Inner Harbor East, Baltimore, MD:  Harbor East is a $1.7 billion, mixed-use waterfront project covering more than eight blocks adjacent to Baltimore’s Inner Harbor and Little Italy, which includes a Four Seasons hotel, the Legg Mason office tower, other Class-A office space and upscale retail shops.

The Mandarin Oriental Hotel, Washington, D.C.:  The Washington, D.C. Mandarin Oriental is a five-star, 400-room luxury hotel, which was completed in 2004 for a total cost of approximately $144 million.

The Embassy of Sweden/Harbourside, Washington, D.C.:  The Embassy of Sweden and Harbourside comprise a two-building Class-A office and residential complex along the Potomac River and Rock Creek Park in Washington, D.C., which was completed in 2004 for a total cost of approximately $100 million.

Hampton University Projects, Hampton, VA:  Since the late 1980s, we have been the preferred construction and development partner for Hampton University and have built several facilities

for a total cost of approximately $170 million, including the Proton Therapy Institute (approximately $50 million), Hampton University Student Center (approximately $15 million) and Hampton University Convocation Center (approximately $13 million).

Longstanding Public and Private Relationships.  We have extensive experience with public/private real estate development projects dating back to 1984, having worked with the Commonwealth of Virginia, the State of Georgia and the Kingdom of Sweden, as well as various municipalities. Through our experience and longstanding relationships with governmental entities such as these, we have learned to successfully navigate the often complex and time-consuming government approval process, which has given us the ability to capture opportunities that we believe many of our competitors are unable to pursue.

Complete the Development of our Identified Development Pipeline.  We intend to complete the development of our identified development pipeline of high-quality projects, consisting of two office, two retail and two multifamily projects representing a total of approximately 290,000 square feet of office space, 90,000 square feet of retail space and 491 apartment units. We also have entered into an agreement to acquire the Apprentice School Apartments, a 197-unit multifamily property currently under construction in Newport News, Virginia, upon the satisfaction of certain conditions, including completion of construction of all three components of the Apprentice School project, which is currently expected to occur in November 2013.

Growth-Oriented Capital Structure.  We intend to use a portion of the net proceeds of this offering to repay approximately $112.8 million of mortgage debt secured by certain properties in our initial portfolio, including related costs and fees. Going forward, we intend to target a debt to gross total assets ratio of approximately 45.0%, which we believe is in line with that of similar publicly traded REITs. We have received a committment letter from Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to arrange a $100 million senior credit facility, which we intend to use to fund a portion of our identified development pipeline, for future development and for selective acquisitions. Furthermore, we believe our ability to issue common units in our operating partnership to equity holders of potential acquisition properties will provide us a significant advantage over many of our competitors.

Pursue a Disciplined, Opportunistic Development and Acquisition Strategy Focused on Office, Retail and Multifamily Properties.  We intend to grow our asset base through continued strategic development of office, retail and multifamily properties, including the projects in our identified development pipeline, and the selective acquisition of high-quality properties that are well-located in their submarkets. In evaluating property investment opportunities, we intend to focus on supply and demand characteristics, management of property specific risks and diversification opportunities to meet our investment objectives and provide attractive risk-adjusted returns. We believe that our relationships with real estate developers, governmental entities, brokers, national and regional lenders, high-quality financially stable tenants and other market participants in our target markets will provide us with access to development and acquisition

opportunities before they become known to other real estate investors and developers. We seek to create value by developing properties with a minimum expected market capitalization rate approximately 150 basis points higher than the market capitalization rate we would expect to achieve through acquisition. Furthermore, we believe our construction and development expertise provides a high level of quality control while ensuring that the projects we construct and develop are completed more quickly and at a lower cost than if we engaged a third-party general contractor.

Pursue New, and Expand Existing, Public/Private Relationships.  We intend to leverage our extensive experience in completing large, complex, mixed-use, public/private projects to establish relationships with new public partners while expanding our relationships with existing public partners. In the current environment of constrained municipal budgets, we believe that public/private partnerships are the most cost-effective method of creating value in what historically have been “public” projects. We believe our experience and expertise in executing these types of projects provide us with a significant competitive advantage in pursuing these often highly complex transactions, and our continuing success with these projects has resulted in repeat business with our public partners.

Leverage our Construction and Development Platform to Attract Additional Third-Party Clients.   We believe that we have a unique advantage over many of our competitors due to our integrated construction and development business that provides expertise, oversight and a broad array of client-focused services. We intend to continue to conduct and grow our construction business and other third-party services by pursuing new clients and expanding our relationships with existing clients.

Engage in Disciplined Capital Recycling.  Although we do not have any current plans to dispose of any of the properties in our initial portfolio, we intend to opportunistically divest properties when we believe returns have been maximized and to redeploy the capital into new development, acquisition, repositioning or redevelopment projects that are expected to generate higher potential risk-adjusted returns.

The geographic concentration of our initial portfolio could cause us to be more susceptible to adverse economic or regulatory developments in the markets in which our properties are located than if we owned a more geographically diverse portfolio.

We expect to have approximately $280 million of indebtedness outstanding following this offering, including amounts to be drawn from our credit facility at or shortly after the completion of this offering, which may expose us to the risk of default under our debt obligations and may include covenants that restrict our ability to pay distributions to our stockholders.

We depend on significant tenants in certain of our office properties, and a bankruptcy, insolvency or inability to pay rent by any of these tenants could result in a material decrease in our rental income, which would have a material adverse effect on us, including our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

The loss of, or a store closure by, one of the anchor stores or major tenants in our retail shopping center properties could result in a material decrease in our rental income, which would have a material adverse effect on us, including our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

We may be unable to renew leases, lease vacant space or re-let space on favorable terms or at all as leases expire, which could materially adversely affect us, including our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

Adverse economic and regulatory conditions, particularly in the Mid-Atlantic region, could adversely affect our construction and development business, which could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

There can be no assurance that all of the properties in our identified development pipeline will be completed in their entirety in accordance with the anticipated cost, or that we will achieve the results we expect from the development of such properties, which could materially adversely affect our growth prospects, financial condition, results of operations, cash available for distribution and our ability to service our debt obligations.

Our dependence on third-party subcontractors and equipment and material providers could result in material shortages or project delays and could reduce our profits or result in project losses, which could materially adversely affect our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations.

We have not obtained any third-party appraisals of the properties and other assets to be acquired by us from the prior investors in connection with the formation transactions. Accordingly, the value of the cash and common units to be paid or issued as consideration for the properties and assets to be acquired by us in the formation transactions may exceed their aggregate fair market value and will exceed their aggregate historical combined net tangible book value of approximately $(41.3) million as of December 31, 2012.

Upon completion of this offering and the formation transactions, Daniel Hoffler and his affiliates, directly or indirectly, will own a substantial beneficial interest in our company on a fully diluted basis and will have the ability to exercise significant influence on our company and our operating partnership, including the approval of significant corporate transactions.

Messrs. Hoffler, Haddad, Kirk, Nero and Apperson and their affiliates will receive benefits in connection with this offering, which create a conflict of interest because they have interests in the successful completion of this offering that may influence their decisions affecting the terms and circumstances under which this offering and formation transactions are completed.

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.

Failure to qualify as a REIT, or failure to remain qualified as a REIT, would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders.

We may be unable to make distributions at expected levels, which could result in a decrease in the market price of our common stock.

Property

Office Properties

Armada Hoffler Tower⁽⁵⁾

One Columbus

Two Columbus

Virginia Natural Gas⁽⁶⁾

Richmond Tower

Oyster Point⁽⁷⁾

Sentara Williamsburg⁽⁶⁾

Subtotal/Weighted Average Office Properties⁽⁸⁾

Retail Properties Not Subject to Ground Lease

Bermuda Crossroads

Broad Creek Shopping Center

Courthouse 7-Eleven

Gainsborough Square

Hanbury Village

North Point Center

Parkway Marketplace

Harrisonburg Regal

Dick’s at Town Center

249 Central Park Retail⁽⁹⁾

Studio 56 Retail

Commerce Street Retail

Fountain Plaza Retail

South Retail

Subtotal/Weighted Average Retail Properties Not Subject to Ground Lease⁽¹¹⁾

Retail Properties Subject to Ground Lease

Bermuda Crossroads⁽¹²⁾

Broad Creek Shopping Center⁽¹³⁾

Hanbury Village⁽¹²⁾

North Point Center⁽¹²⁾

Tyre Neck Harris Teeter⁽¹¹⁾

Subtotal/Weighted Average Retail Properties Subject to Ground Lease

Total/Weighted Average Retail Properties

Property

Multifamily

Smith’s Landing⁽²³⁾

The Cosmopolitan

Total/Weighted Average Multifamily Properties

Total Portfolio

Property

Principal
Tenants

Main Street Office⁽²⁾

Main Street Apartments⁽²⁾

Jackson Street Apartments

Sandbridge Commons

Brooks Crossing

Huntington Ingalls⁽⁴⁾,

City of Newport News⁽⁴⁾

Greentree Shopping Center⁽⁶⁾

Total

We were formed as a Maryland corporation, and our operating partnership was formed as a Virginia limited partnership, in October 2012.

We will sell 16,525,000 shares of our common stock in this offering and an additional 2,478,750 shares if the underwriters exercise their overallotment option in full, and we will contribute the net proceeds from this offering to our operating partnership in exchange for 16,525,000 common units (or 19,003,750 common units if the underwriters exercise their overallotment option in full).

Our operating partnership will consolidate the ownership of our initial portfolio of properties by acquiring from the prior owners all of the equity interests in the ownership entities that directly or indirectly own such properties in exchange for cash and common units of our operating partnership pursuant to contribution agreements between us and such prior owners.

Our services company will succeed to the construction business of Armada Hoffler through its acquisition of the construction contracts and certain other assets of Armada Hoffler Construction Company and Armada Hoffler Construction Company of Virginia pursuant to an asset purchase agreement.

Our services company will succeed to the development and asset management businesses of Armada Hoffler through the sale of certain assets to our services company.

Our operating partnership will acquire equity interests in entities that own or control the projects in our identified development pipeline from Armada Hoffler and its affiliates and assume certain debt related to the development projects, which we currently expect will be approximately $2.2 million in the aggregate.

Prior investors, other than the Armada Hoffler affiliates, will receive as consideration for such contributions and acquisitions an aggregate of approximately $17.8 million of cash, including amounts representing repayments of debt, and 2,937,687 common units having an aggregate value of approximately $33.8 million in accordance with the terms of the applicable contribution and asset purchase agreements.

Prior investors who are Armada Hoffler affiliates, including Messrs. Hoffler, Haddad and Kirk and certain of our other officers, will receive as consideration for such contributions and acquisitions, an aggregate of approximately $31.9 million of cash, including amounts representing repayments of debt, and 10,102,309 common units having an aggregate value of approximately $116.2 million.

On May 1, 2013, we entered into a contribution agreement to acquire the Apprentice School Apartments project from Messrs. Hoffler, Haddad and Kirk and certain of our other officers upon the satisfaction of certain conditions, including the completion of construction of all three components of the Apprentice School project, which is currently expected to occur in November 2013, for approximately $8.0 million in common units, the repayment of $3.0 million of mezzanine indebtedness and the assumption of approximately $20.9 million of first mortgage debt.

We and our operating partnership have acquired options to acquire eight vacant parcels of developable land from entities owned or controlled by Messrs. Hoffler, Haddad and Kirk and certain of our other officers. See “Our Business and Properties—Option Properties.”

Mr. Hoffler will enter into a representation, warranty and indemnity agreement, pursuant to which he will make certain representations and warranties to us regarding the properties being acquired in the formation transactions and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. Mr. Hoffler will also agree to indemnify us with respect to certain aspects of the construction business. See “Structure and Formation of Our Company—Formation Transactions.” Other than Mr. Hoffler, none of the prior investors will provide us with any indemnification, other than with respect to representations regarding their interests in the ownership entities that they will contribute to us.

We will enter into tax protection agreements with certain of the prior investors who will become limited partners of our operating partnership, including the Armada Hoffler affiliates, pursuant to which we will agree to indemnify them against certain adverse tax consequences to them, which may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period. See “Structure and Formation of Our Company—Tax Protection Agreements.”

The current management team of Armada Hoffler will become our senior management team, and approximately 100 current employees of Armada Hoffler and its affiliates will become our employees.

Concurrently with or shortly after completion of this offering, we will enter into an agreement for a $100 million secured credit facility, which we expect to contain an accordion feature that will

allow us to increase the borrowing capacity under the facility up to $250 million, subject to our satisfaction of certain conditions. We expect to use approximately $19.3 million of borrowings under this credit facility initially to fund a portion of the cash consideration payable in connection with the completion of the formation transactions, to acquire the projects in our identified development pipeline and to repay existing lines of credit and certain debt relating to the projects in our development pipeline and thereafter for general corporate purposes, including funding acquisitions and development and redevelopment of properties in our portfolio and for working capital.

Our operating partnership intends to use a portion of the net proceeds of this offering to repay approximately $112.8 million of outstanding indebtedness, including associated fees and costs. As a result, we expect to have approximately $280 million of total debt outstanding upon completion of this offering and the formation transactions, including amounts expected to be drawn from our credit facility at or shortly after the completion of this offering.

As a result of the foregoing, (i) we will own 100% of the interests in the properties in our initial portfolio, (ii) our services company will succeed to the ongoing construction and development business of Armada Hoffler, (iii) we will assume asset management of certain of the properties in our initial portfolio, (iv) our services company will succeed to the third-party asset management business of Armada Hoffler, (v) we will own interests in entities that own or control the six development projects in our identified development pipeline, (vi) we have acquired options to acquire eight parcels of developable land from Armada Hoffler, and (vii) we have entered into a contribution agreement to acquire the Apprentice School Apartments, a 197-unit multifamily property currently under construction in Newport News, Virginia, upon completion of construction of all the three components of the Apprentice School project, which is currently expected to occur in November 2013.

Mr. Hoffler, our Executive Chairman, and his affiliates, including certain trusts he established for the benefit of his family, will receive common units having an aggregate value of approximately $62.1 million and approximately $16.0 million in cash in connection with the formation transactions. As a result, Mr. Hoffler and his affiliates will own approximately 18.2% of the combined shares of our common stock and common units in our operating partnership upon completion of this offering and the formation transactions, or 16.8% if the underwriters’ overallotment option is exercised in full.

Mr. Haddad, our President and Chief Executive Officer, will receive common units having an aggregate value of approximately $22.7 million and approximately $5.8 million in cash in connection with the formation transactions. As a result, Mr. Haddad will own approximately 6.6% of the combined shares of our common stock and common units in our operating partnership upon completion of this offering and the formation transactions, or 6.1% if the underwriters’ overallotment option is exercised in full.

Mr. Kirk, our Vice Chairman, and his affiliates, including a trust and entities he established for the benefit of his family, will receive common units having an aggregate value of approximately $16.3 million and approximately $3.8 million in cash in connection with the formation transactions. As a result, Mr. Kirk and his affiliates will own approximately 4.8% of the combined shares of our common stock and common units in our operating partnership upon completion of this offering and the formation transactions, or 4.4% if the underwriters’ overallotment option is exercised in full.

Other executive officers and employees of our company will receive, in the aggregate, common units having an aggregate value of approximately $15.1 million and approximately $6.4 million in cash in connection with the formation transactions.

Messrs. Hoffler, Haddad and Kirk are guarantors of approximately $70.7 million of indebtedness, in the aggregate, which will be repaid with a portion of the net proceeds from this offering and, as a result, Messrs. Hoffler, Haddad and Kirk will be released from these guarantee obligations. In addition, Messrs. Hoffler, Haddad and Kirk are guarantors of approximately $109.2 million of indebtedness, in the aggregate, that will be assumed by us upon completion of this offering. In connection with this assumption, we will seek to have Messrs. Hoffler, Haddad and Kirk released from such guarantees and to have our operating partnership directly assume any such guarantee obligations as replacement guarantor or, alternatively, we will agree to reimburse Messrs. Hoffler, Haddad and Kirk for any amounts paid by them under guarantees with respect to the assumed indebtedness.

Our operating partnership will enter into tax protection agreements with certain of the prior investors who become limited partners of our operating partnership, including Messrs. Hoffler, Haddad, Kirk, Anthony Nero, our President of Development, and Eric Apperson, our President of Construction, and their affiliates, and certain of our other officers, pursuant to which our operating partnership will agree to indemnify such limited partners against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with: (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the seventh (or in a limited number of cases, the tenth) anniversary of the completion of the formation transactions; and (ii) our operating partnership’s failure to provide such limited partners the opportunity to guarantee certain debt of our operating partnership until the tenth anniversary of the completion of the formation transactions. Pursuant to the tax protection agreements, it is anticipated that the total amount of protected built in gain on the protected properties will be approximately $146.9 million. Our operating partnership also will agree to provide certain prior investors, including Messrs. Hoffler, Haddad, Kirk, Nero and Apperson and their affiliates, as well as certain of our other officers, the opportunity to guarantee a portion of our operating partnership’s indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide them with certain tax protections. We are currently evaluating, and have not yet determined, whether such limited partners will have a need to guarantee debt immediately upon the completion of the formation transactions and this offering. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership’s liabilities, and we will indemnify those partners for any tax liabilities they incur as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment. See “Structure and Formation of Our Company—Tax Protection Agreements” and “Structure and Formation of Our Company—Benefits of the Formation Transactions to Related Parties.”

Pursuant to the terms of the partnership agreement of our operating partnership, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the common units issued in connection with the formation transactions, including those issued to Messrs. Hoffler, Haddad and Kirk, their affiliates and related trusts and certain of our other directors and executive officers and their affiliates. We will agree to pay all of the expenses relating to such registration statements. See “Shares Eligible for Future Sale—Registration Rights.”

We intend to adopt a severance plan, effective upon completion of this offering, in which certain of our officers will be participants, including our named executive officers. The material terms of this plan are

described under “Executive Compensation—Severance Benefits” and “Executive Compensation—Summary Compensation Table.”

We intend to enter into indemnification agreements with our directors and executive officers effective upon the completion of this offering, providing for procedures for indemnification by us to the fullest extent permitted by law and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors or in certain other capacities.

We have adopted our 2013 Equity Incentive Plan, under which we may grant cash or equity incentive awards to our directors, officers, employees and consultants. Upon completion of this offering, we will issue an aggregate of 7,826 shares of restricted common stock to Messrs. Hoffler and Kirk, and an aggregate of 8,696 shares of restricted common stock to our independent directors. See “Executive Compensation—Equity Incentive Plan.”

we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

we are permitted to provide less extensive disclosure about our executive compensation arrangements;

we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements; and

we have elected not to use an extended transition period for complying with new or revised accounting standards.

beneficially or constructively owning or transferring shares of our capital stock if such ownership or transfer would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a year);

transferring shares of our capital stock if such transfer would result in our capital stock being owned by less than 100 persons;

beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code; and

beneficially or constructively owning or transferring shares of our capital stock if such beneficial or constructive ownership or transfer would otherwise cause us to fail to qualify as a REIT under the Code, including, but not limited to, as a result of any hotel management companies failing to qualify as an “eligible independent contractor” under the REIT rules.

Common stock offered by us

Common stock to be outstanding after this offering

Common stock and common units to be outstanding after this offering and the formation transactions

Use of proceeds

approximately $112.8 million to repay outstanding indebtedness, including exit fees, defeasance costs and assumption costs of approximately $2.2 million;

approximately $44.0 million to pay prior investors in connection with the formation transactions; and

the remaining net proceeds, if any, for general corporate purposes, including working capital, future acquisitions, transfer taxes and, potentially, paying distributions.

Risk Factors

NYSE symbol

Statement of Operations Data:

Revenues:

Rental revenues

General contractor and service revenues

Total revenues

Expenses:

Rental expenses

Real estate taxes

General contractor expenses

General and administrative expenses

Depreciation and amortization

Total expenses

Operating income

Other income (expense)

Interest expense

Loss on extinguishment of debt

Income from continuing operations, before tax

Income tax provision

Income from continuing operations

Discontinued operations:

Loss from discontinued operations

Loss on sale of real estate

Results from discontinued operations

Net income

Net income attributable to noncontrolling interests in operating partnership

Net income attributable to common stockholders

Balance Sheet Data (at period end):

Assets

Real estate, at cost

Operating real estate

Held for development

Construction in progress

Accumulated depreciation

Net real estate investments

Real estate assets held-for-sale

Cash and cash equivalents

Restricted cash

Other assets

Total Assets

Liabilities and Equity

Indebtedness:

Secured debt

Participating note

Debt related to real estate assets held-for-sale

Construction payables including retention

Other liabilities

Total Liabilities

Equity

Total Liabilities and Equity

Per Share Data:

Pro forma basic earnings per share

Pro forma diluted earnings per share

Pro forma weighted average shares of common stock outstanding–basic

Pro forma weighted average shares of common stock outstanding–diluted

Other Data:

Pro forma funds from operations⁽¹⁾

Cash flows from:

Operating activities

Investing activities

Financing activities

Pro forma net income

Plus: pro forma real estate depreciation and amortization