Four Springs Capital Trust: $168.6 Million Raised Privately, Two Withdrawn IPOs and a 2020 Restructuring, Read From SEC Filings

What is filed and what is not: a private REIT with two cancelled listings

Four Springs Capital Trust was formed in July 2012 and owns single-tenant properties under long net leases, mostly industrial, medical and service retail. It never sold stock to the public. Its preferred shares went to accredited investors under Rule 506 of Regulation D (every Form D here claims that exemption and reports no non-accredited investors), and the 2022 prospectus says an affiliate, Four Springs Capital, L.L.C., “has assisted in marketing and distributing” the company's securities and the interests in its Delaware statutory trusts (DSTs).

That matters for a reader holding or weighing an interest, because a private REIT of this kind leaves a very different trail from a registered non-traded REIT such as those in our non-traded REIT tender offer tracker. There is no 10-K, no quarterly NAV, no repurchase plan and no 8-K under its CIK. What exists is: Form D filings each time it raised money, two IPO registration statements with audited numbers, and the two withdrawal letters. This page reads all of them. For the general case on how Form D data works, see real estate syndication Form D data; for the structure Four Springs also sells to 1031 investors, see DST 1031 fees from Form D.

We did not search court dockets or state securities regulators' orders for this page, so none is claimed or ruled out. Law-firm websites advertise investor-loss investigations of Four Springs sales; those are marketing pages, not filings, and nothing here relies on them.

Five private raises, read from Form D: $168.6 million from accredited investors

The 2022 prospectus dates each private placement: Series A from July 2012 at $10 a share (ended February 2014), Series B at $10.75 from March to December 2014, Series C at $11 from November 2015 (ended March 2017), Series E at $20 in January 2018, and Series D at $20 from May 2018 (ended October 2020). Each placement filed a Form D. The table takes the last one filed. Matching the 2012 and 2018 forms to Series A and E is our reading, from the first-sale dates (September 11, 2012 and January 22, 2018) and the prospectus timeline.

Three things stand out. Series E was a different kind of raise: $39.4 million from eight investors with a $1.1 million minimum, against hundreds of investors at $25,000 for Series D. Series D was the retail-sized one: it raised $37.0 million from 164 investors by April 2019 and $65.5 million from 489 by October 2020, so $28.5 million in the last eighteen months (our arithmetic), and it stopped with $134,476,000 of its $200 million unsold, the month the restructuring closed. The forms disagree with themselves in places. The first 2012 Form D reports $28,492,800 sold to 41 investors; the amendment of December 19, 2012 reports $5,451,150 to 70, and the April 2014 amendment $32,180,410 to 250. The sales commission field is also unreliable as a fee measure: it equals 6.0% of the amount sold for Series A and D, 9.5% for C and 3.0% for E, but 0.5% for B after an amendment that cut it from $96,000 to $63,000 while sales rose from $1.07 million to $12.26 million. Treat the commission column as what was filed, not as a fee schedule.

One more comparison. Series A shares outstanding at March 31, 2017 were 5,779,098 with a $57,790,980 liquidation preference, against $32.2 million on the Form D. The two are different measures and the filings do not reconcile them, so do not read Form D totals as shares outstanding times price.

Two IPO attempts five years apart: $18 to $14

The company grew a great deal between the two. The property count went from 48 to 156, 3.25 times, and total assets from $200.3 million to $839.8 million, while the proposed price per share went down 22.2% (our arithmetic). The 2021 portfolio was 42.5% investment-grade by annualized base rent on the prospectus's expected post-syndication basis, with a 10.0-year weighted average remaining lease term, and the ten largest tenants made up 45.6% of rent, the largest, Blue Cross Blue Shield of South Carolina, 5.5%.

Two details in the withdrawals. The 2017 letter says the registration statement had been “declared effective by the Commission on June 22, 2017,” yet “no securities have been sold,” and adds that the trust “may undertake a subsequent private offering in reliance on Rule 155(c).” It did: the January 2018 Series E placement and the Series D placement from May 2018 followed. The Form 15 filed on July 17 reports 27 holders of record of the common shares, against 250 investors in Series A alone on Form D. The 2022 letter asks for fees to be credited for future use, as the 2017 one did, and the 2022 filing itself used $13,435.13 of unused 2017 fees.

October 2020: what the restructuring did to each series

On October 23, 2020 the trust amended its declaration of trust and the following happened, per the 2022 prospectus: each old common share became 0.10742102 of a new non-participating common share; each Series A, B, C, D and DRIP 1 preferred share became 0.3209537, 0.3450252, 0.3530491, 1.0000000 and 0.9750000 of a common share; and the trust redeemed all outstanding Series E. Before it, a Series A, B or C preferred share converted into half a common share (after a one-for-two reverse split in June 2017).

The ratios are not arbitrary. Divide each series' purchase price by its ratio and you get the same number for A, B and C. The warrants in the filing give the exercise price per common share after the restructuring as $31.1571429.

How to read it. These are mechanical conversions at the 2022 midpoint, before any dividends a holder received, and they say nothing about what a share is worth today. Series A, B and C carried a stated annual dividend of $0.70, $0.70 and $0.77 a share, accrued and payable monthly if authorized by the board; the comparison above is the share-price leg only. Compare the same holder under the June 2017 plan: a half share of common at the $18 midpoint was worth $9.00 per Series A preferred share, against $4.49 under the 2022 plan, 50.1% less (our arithmetic). The restructuring did not set the price; the lower IPO range did.

One term deserves its own line. The 2017 prospectus said that on a listing the preferred shares would convert and “all accrued and unpaid dividends” would “be paid in cash.” The 2022 notes say that on conversion other than at a listing, “all rights to accumulated and unpaid dividends on such preferred shares were cancelled and terminated.” The October 2020 restructuring was not a listing. The filings do not say whether any unpaid dividends existed on Series A to D at that date, so the effect is unknown; what the text shows is that the cash-on-listing promise did not survive the restructuring for those series.

What the 2022 IPO would have done to holders

The January 2022 prospectus is a cap table as well as a sales document. After the offering there would have been 41,165,143 common shares, of which 18,000,000 (43.7%) were the new public shares and 23,165,143 were restricted, subject to a lock-up for 180 days after the prospectus date.

The largest block other than the public was not a Series A-D holder. It was Series A-1 and A-2 preferred, 2,500,000 shares issued November 20, 2020 at $19.70 and 7,500,000 issued in May and August 2021 for $147.8 million at a 1.5% discount to a $20.00 stated value. At listing, the 10,050,730 outstanding A-1 and A-2 shares (2,550,730 A-1 and 7,500,000 A-2 at September 30, 2021) were to convert into a number of common shares equal to stated value, plus about $6,027,000 of accretion, divided by 90% of the IPO price: 16,431,844 shares at the midpoint, an effective $12.60 per share (our arithmetic), and 39.9% of the shares after the offering. The A-2 holders could also require a redemption if they would own 35% or more.

The same holders' preferred terms explain why an unlisted company with this structure was under time pressure. Dividends on A-1 and A-2 were cumulative at 11.5% a year through April 19, 2022 (7% cash, 4.5% added to stated value), 12% from April 20, 2022, 13% from November 20, 2022 (8% cash, 5% accretion) and 15% from November 20, 2023 (9% cash, 6% accretion). On an aggregate stated value of about $207.0 million, 15% is about $31.1 million a year, of which 9% is about $18.6 million in cash (our arithmetic). The A-2 holders also had a company call option at the greater of a 15% internal rate of return and the as-converted value. Whether those shares are still outstanding on those terms is not in any filing after December 2022. The mezzanine loan carried the same 11.5%, 7.0% cash and 4.5% capitalized, and was due October 30, 2025.

For DST investors, the prospectus also tried to open a door. Three DSTs' investors holding about $10,325,271 of interests had agreed to swap them for Series U2 operating partnership units at 120% of the IPO price, with a 5.5% distribution rate on issue price, if the offering closed. The operating partnership also filed a Form D on November 9, 2021: $25,400,000 offered, none yet sold, 34 investors. The form does not name the units, but the timing fits that exchange.

Liquidity as filed: what each security could and could not do

For the standing of private REIT shares against registered vehicles, our comparison of evergreen funds and their repurchase results shows what a published repurchase record looks like. Four Springs publishes none, so there is no figure for requests, payments or a price for any holder who wants out.

The balance sheet behind the withdrawn IPO

The 2022 prospectus carries financial statements to September 30, 2021, the last the company has published. Revenue was $30.7 million in 2019 and $35.7 million in 2020; for the nine months to September 30, 2021 it was $39.0 million, and the company lost $14.6 million, against a $1.2 million loss for 2020 and $3.2 million of net income in 2019. Acquisitions drove the change: 42 properties bought in the nine months.

The third row sits next to the fourth for a reason. In 2019 and 2020 the preferred dividends line was larger than operating cash flow (1.64 and 1.49 times, our arithmetic). It is not a cash coverage ratio, because Series D paid 3% in kind and accretion is non-cash, but it shows why the preferred terms mattered to the common holders and why the company raised senior capital in late 2020 and 2021. At September 30, 2021 total debt was $409,507 thousand: $280,288 thousand of mortgage notes, $42,807 thousand drawn on the line of credit and $86,412 thousand of mezzanine loan. On top of that sat $194,933 thousand of contingently redeemable preferred and OP interests. The offering would have cut debt to $298.5 million consolidated, $95.4 million on the company's share of DST-held property.

The same prospectus is also where the figures end. There is no later balance sheet, NAV, valuation or distribution record for the REIT on EDGAR.

The sponsor's other product: $613.9 million of DSTs on Form D

While the REIT sat in private, the sponsor kept selling DSTs, which are separate legal entities with their own investors and their own Form D each. We pulled the latest Form D of 34 DSTs whose Form Ds list Four Springs entities among their related persons (most name Four Springs TEN31 Xchange, LLC, which the FSX Industrial 34 form describes as “Sponsor of the Issuer”). Of the 34, 29 show the offering fully sold on the latest form: $613,909,611 in total (our sum), from 1,523 investors counted, where investor counts were reported. Five do not show a completed offering: one 2015 DST stuck at $55,000 on the last form, one never sold, and three open ones.

The year-by-year pattern lines up with the REIT's attempts. DST money peaked in 2021, the year of the second IPO filing: $171.7 million in eight DSTs. In 2023, the year after the withdrawal, the sold-out Form Ds total $19.7 million in one DST, 88.5% below 2021 (our arithmetic), and it came back in 2024 and 2025 at about $110 million a year. The largest are FSC Industrial 32 ($82,705,000, 179 investors, Form D/A signed June 6, 2025), FSC Industrial Portfolio 27 ($78,325,000, 170) and FSC Industrial 9 ($69,890,000, 154). Counts are by the year of the last Form D, not the closing date, and a few forms report zero investors where the filer left the field blank. For the economics of this structure and how sponsors price it, see our DST 1031 fee analysis and DST 721 exchange REIT exit pages.

Where things stand as of October 6, 2026

Within the last 60 days (since August 7) the only new filings among the 39 CIKs we tracked are the two DST Form Ds of August 14 and September 8. There is nothing new under the REIT or the operating partnership since June 15. Three facts from the 2026 operating partnership forms: the issuer name now reads Pilothouse Real Estate Trust Operating Partnership, L.P., with the previous name shown as Four Springs Capital Trust Operating Partnership L.P.; the executive officers listed include Coby R. Johnson, Jared W. Morgan and Cynthia M. Daly, who were also on the November 2021 form; and the promoters listed are Wheelhouse Capital Group, LLC, Pilothouse Manager, LLC and Pilothouse Real Estate Trust. William Dioguardi, who signed both withdrawal letters as chief executive and was on the 2021 form, appears on the 2025 and 2026 DST Form Ds but not on the May 2026 Pilothouse form. The filings do not say what, if anything, that means. The REIT itself is still named Four Springs Capital Trust on EDGAR. The filings do not say whether the renaming involved a change of control, a merger or a new capital structure, and we found no merger or sale announcement in a primary source. Third-party company profiles describe Pilothouse as the former Four Springs, which is consistent with the Form D but is not itself a filing.

What a holder or prospect can do with this

• If you hold Series A to D shares from before October 2020, your shares are now common shares on the ratios above, with no redemption right in the filings and no public price. Ask the company, in writing, for the latest annual financial statements and its valuation of the common shares, and keep your 2020 conversion notice.
• If you hold A-1 or A-2 or OP units, the senior terms in the 2022 prospectus (the dividend step-ups, the 15% call and the listing conversion) are the ones to confirm against your own subscription documents, because no later public filing restates them.
• If you are weighing a purchase, the useful comparison is not the 2022 range of $13 to $15, which never became a price, but what any offered price implies against the $31.16 conversion value that earlier Series A to C holders paid and the 10% conversion discount senior holders were to receive.
• If you hold a DST interest, the DST is a separate entity: ask its manager for the property-level financials and debt maturities, and check the Form D listed for it. Read the structure and exit options in our DST pages above.
• Watch for: a new filing under CIK 1558536; Form D amendments by the Pilothouse operating partnership showing a first sale; and a new S-11.

This is analysis of public documents, not investment, legal or tax advice. An advisor can compare these terms with your own documents and your tax position.

FAQ

All figures are from SEC EDGAR filings of Four Springs Capital Trust (CIK 1558536), its series issuers (CIKs 1609131, 1662759 and 1739941), its operating partnership (CIK 1891705) and 34 affiliated DSTs, read on October 6, 2026: fifteen Form D and Form D/A filings (accessions including 0001558536-12-000001, 0001558536-14-000001, 0001609131-14-000002, 0001662759-17-000001, 0001558536-18-000001, 0001739941-20-000001, 0001891705-21-000001, 0001891705-26-000005 and 0001891705-26-000006), the S-11/A of June 20, 2017 (0001047469-17-004133), the S-11 of November 15, 2021 (0001104659-21-139383) and S-11/A of January 10, 2022 (0001104659-22-002414), the withdrawal letters of July 14, 2017 (0001104659-17-045033) and December 28, 2022 (0001104659-22-130490), the Form 15 of July 2017 (0001104659-17-045158) and the EDGAR filing index. Sums, averages, conversion values, percentages of share counts and the year-by-year DST totals are our arithmetic. Matching the 2012 and 2018 Form Ds to Series A and E is our reading. This is analysis of public documents, not investment, legal or tax advice.