{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-043627","form_type":"8-K","ticker":null,"cik":"0001999784","company_name":"North Haven Net REIT","filed_at":"2024-04-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:21.390558+00:00","generated_at":"2026-06-04T02:34:21.301594+00:00","sec_items":["1.01","1.02","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"North Haven Net REIT closes initial offering raising ~$224M; Morgan Stanley invests $25M; board appointed","bullets":["Sold 11.2M shares for ~$224M at $20/share in initial closing of continuous private offering.","Morgan Stanley (MSREI Holding) purchased 1.25M Class E shares/units for $25M; lock-up until NAV >$1.5B or Apr 2027.","Board expanded to five members then reduced to four; appointed Craig Callen, Katie Barthmaier, Lawrence Schloss as independent, Lauren Hochfelder as MS affiliate.","Adopted share repurchase plan (5% quarterly NAV cap) and distribution reinvestment plan.","Entered advisory agreement with MSREF Real Estate Advisor; terminated warehouse facility with MSREI Holding."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-043627","json":"https://secwatch.observer/filing/0001104659-24-043627.json","markdown":"https://secwatch.observer/filing/0001104659-24-043627.md","text":"https://secwatch.observer/filing/0001104659-24-043627.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/tm2410754d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T02:34:21.301594+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"774c57f6ed","claim":"Douglas Armer resigned as Trustee at North Haven Net REIT.","evidence_excerpt":"after which Mr. Armer resigned as trustee of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Trustee"}],"fact_type":"executive_change"},{"claim_id":"a00cab60f3","claim":"Lawrence M. Schloss was elected as Trustee at North Haven Net REIT.","evidence_excerpt":"elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Trustee"}],"fact_type":"executive_change"},{"claim_id":"a8af89e392","claim":"Craig R. Callen was elected as Trustee at North Haven Net REIT.","evidence_excerpt":"elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Trustee"}],"fact_type":"executive_change"},{"claim_id":"d1b3bca6cc","claim":"Kathleen Barthmaier was elected as Trustee at North Haven Net REIT.","evidence_excerpt":"elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Trustee"}],"fact_type":"executive_change"},{"claim_id":"ff434b6831","claim":"Lauren Hochfelder was elected as Trustee at North Haven Net REIT.","evidence_excerpt":"elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Trustee"}],"fact_type":"executive_change"},{"claim_id":"4b1fa582d1adb4b723bd66c674aeadb759bc1354","claim":"North Haven Net REIT: Amended and restated Declaration of Trust effective March 29, 2024 (effective 2024-03-29).","evidence_excerpt":"Effective on March 29, 2024, the Company executed its Amended and Restated Declaration of Trust (the “Declaration of Trust”), which amended and restated the Company’s Declaration of Trust, dated February 6, 2023.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-03-29"}],"fact_type":"governance_change"},{"claim_id":"de6522630d980ced940b9c69a8e7acabb0dcb41c","claim":"North Haven Net REIT: Adopted Bylaws effective March 29, 2024 (effective 2024-03-29).","evidence_excerpt":"In connection with the execution of the Declaration of Trust, effective on March 29, 2024, the Company adopted its Bylaws.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-03-29"}],"fact_type":"governance_change"},{"claim_id":"043ec29ffac6d9356384853ce19a2957747fcf44","claim":"North Haven Net REIT entered into Amended and Restated Limited Partnership Agreement with Net REIT Special Limited Partner LP and other limited partners (effective 2024-04-01).","evidence_excerpt":"On April 1, 2024, the Operating Partnership entered into that Amended and Restated Limited Partnership Agreement, by and among the Company, as the general partner, Net REIT Special Limited Partner LP, a Delaware limited partnership (the “Special Limited Partner”), and the other limited partners party thereto from time to time (the “Operating Partnership Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"collaboration"},{"label":"Counterparty","value":"Net REIT Special Limited Partner LP and other limited partners"},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"},{"claim_id":"6c3bf54f1d8b44e08fbedd35cf98ea581410835c","claim":"North Haven Net REIT entered into Sponsor Subscription Agreements (MSREI Subscription Agreement and SLP Subscription Agreement) with MSREI Holding, Inc. and Special Limited Partner valued at $25 million (effective 2024-04-01).","evidence_excerpt":"On April 1, 2024, the Company and the Operating Partnership entered into (i) a subscription agreement (the “MSREI Subscription Agreement”), with MSREI Holding, Inc. (“MSREI Holding” and, together with any entity that is controlled by, controls or is under common control with such entity and any of their respective predecessor entities, collectively, “Morgan Stanley”), and (ii) a subscription agreement (the “SLP Subscription Agreement” and, together with the MSREI Subscription Agreement, the “MS Subscription Agreements”), with the Special Limited Partner, collectively, pursuant to which Morgan Stanley has agreed to purchase a total of $25 million of the Company’s Class E shares and/or Class E units of the Operating Partnership (the “Morgan Stanley Equity Investment”), at a price per share/unit equal to the most recently determined NAV of the Class E shares or Class E units, as applicable.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"MSREI Holding, Inc. and Special Limited Partner"},{"label":"Value","value":"$25 million"},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"},{"claim_id":"8d886fce97a49717c00c64f3cb18f04b3e623427","claim":"North Haven Net REIT terminated Warehouse Funding Facility with MSREI Holding (effective 2024-04-01).","evidence_excerpt":"In connection with the initial closing of the Company’s continuous private offering, on April 1, 2024, the Company terminated the warehouse funding facility with MSREI Holding, a wholly-owned subsidiary of Morgan Stanley.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"MSREI Holding"},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"},{"claim_id":"d3a1565dfab27348c3fc50795da194aa7fabcaf1","claim":"North Haven Net REIT entered into Dealer Manager Agreement with Morgan Stanley Distribution, Inc. (effective 2024-04-01).","evidence_excerpt":"On April 1, 2024, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Morgan Stanley Distribution, Inc., an indirect, wholly-owned subsidiary of Morgan Stanley (the “Dealer Manager”), pursuant to which the Dealer Manager will serve as the dealer manager for the Company’s continuous private offering.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Morgan Stanley Distribution, Inc."},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"},{"claim_id":"dc94e6fe0070dd4d7b4b363598fa6304472f82ec","claim":"North Haven Net REIT entered into Advisory Agreement with MSREF Real Estate Advisor, Inc. (effective 2024-04-01).","evidence_excerpt":"On April 1, 2024, North Haven Net REIT, a Maryland statutory trust (the “Company”), entered into an advisory agreement (the “Advisory Agreement”), with NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and MSREF Real Estate Advisor, Inc. (the “Adviser”), pursuant to which the Adviser has the authority to source, evaluate and monitor the Company’s investment opportunities and make decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees (the “Board”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1999784/000110465924043627/0001104659-24-043627-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"MSREF Real Estate Advisor, Inc."},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}