Shaw's Supermarket - Berlin, VT
Retail (single-tenant net lease grocery) property in Berlin, VT — sponsor not disclosed
Files with the SEC as PREP Essential Net Lease I DST
Sponsor not disclosed
Minimum investment
$50k
Offering size
$24.0M
How much has sold
None sold yet
Asset type
Retail (single-tenant net lease grocery) property
Location
Berlin, VT
Financing
All cash. This offering reports no mortgage debt.
Sponsor-reported, from SEC filings and cited sources.
What is this, in one paragraph?
PREP Essential Net Lease I DST is a Delaware Statutory Trust — fractional ownership of one property, structured so interests can serve as 1031 exchange replacement property — holding the Shaw's Supermarket in Berlin, Vermont. PREP Exchange says it took the building with no mortgage under an absolute-net lease, with Shaw's, part of Albertsons, as tenant and O'Reilly Auto Parts subleasing adjacent space.1
Debt-free 0% LTV; ~$24M raise; Shaw's (Albertsons) lease to 12/2039 +6x5yr opts; subtenant O'Reilly Auto Parts; 100% occ
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These links support the public record as a whole; individual details may come from different sources.
On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.
What exactly is the property?
PREP says it originally purchased the Berlin store in July 2022 for an earlier PREP-sponsored offering before using it for this DST.1 The building holds two units: the supermarket, and adjacent space now subleased to O'Reilly Auto Parts.2 Vermont's Act 250 board issued a decision on June 25, 2025 authorizing renovation and lease of that vacant adjacent space to O'Reilly, covering interior work plus specified exterior and site work.4
- Property address
- 160 Paine Turnpike North, Berlin, VT
- Property size
- 89,702 SF on 35.75 acres
Who is the tenant, and what's the lease?
Shaw's Supermarkets, part of Albertsons, has leased the property continuously since March 1997, and a December 2024 extension carries the term to December 31, 2039 with six five-year renewal options at fair market value.2 Absolute-net means the tenant, not the Trust, carries taxes, insurance and building upkeep.
How are sales going?
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
Raise history appears here once sales are filed — free account required.
How is it financed, and what does it pay?
No lender sits behind this Trust — no loan maturity, no refinancing deadline, no lender consent standing between the trustee and a sale.1 The trade-off runs the other way for exchangers: a Trust with no debt supplies no replacement debt, so anyone retiring a mortgage on a relinquished property must account for it elsewhere.
- Financing
- All cash. This offering reports no mortgage debt.
Who's behind it?
PREP Property Group announced the PREP Exchange platform on December 16, 2025 from Park City, Utah, saying a first offering would reach market in early 2026. The Form D names PREP Exchange LLC as the issuer's promoter and sponsor, with Michael C. Phillips and Sara J. Brennan as executive officers of the signatory trustee.3 PREP presented this Trust as its debut DST on March 23, 2026, and says the group already held this same Berlin building through an earlier PREP-sponsored offering.1
- Sponsor
- Sponsor not disclosedThe filing does not identify a sponsor we can confirm.
- Legal Trust name
- PREP Essential Net Lease I DST
- May convert to a REIT
- No
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
The SEC record here is a single new-notice Form D rather than a string of amendments, and no later amendment appeared in the material reviewed through August 23, 2026. Because the offering may be generally advertised, the sponsor must verify each buyer's accredited status rather than accept self-certification.
- Form D filedFirst and latest filing on record.
- Filings on record
- 1
- How it may be offered
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
- Source filing
- Read the filings on SEC EDGAR
A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current Private Placement Memorandum before investing.
Common questions
Is Shaw's Supermarket - Berlin, VT still raising money?
Top1031 lists Shaw's Supermarket - Berlin, VT as active because the sponsor is still filing with the SEC. That does not confirm that interests remain available.
Where does Top1031 get the data for Shaw's Supermarket - Berlin, VT?
Top1031 builds this record from the sponsor’s own SEC filings and cited sponsor disclosures. Filings can lag what is happening now. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
What does "debt-free" mean for a 1031 exchanger here?
PREP Exchange's March 23, 2026 announcement describes an all-cash, debt-free acquisition with no property-level mortgage. That removes lender risk, loan maturities and refinancing from the picture, but it also means the Trust supplies no replacement debt. An exchanger whose relinquished property carried a mortgage must otherwise account for that debt to avoid boot. Work the arithmetic through with your own tax adviser.
Who is the tenant, and how long is the lease?
Shaw's Supermarkets, part of Albertsons, is the tenant, and O'Reilly Auto Parts subleases adjacent space. AltsWire reported on March 30, 2026 that Shaw's has leased the property continuously since March 1997 and that a December 2024 extension carries the term through December 31, 2039, with six five-year extension options at fair market value. The lease itself governs, not a press release; the Private Placement Memorandum — the offering's full disclosure document — should carry the terms.
Is this Trust still raising money?
It is listed as open to new investors. The Trust's SEC record consists of the Form D notice dated April 7, 2026, and no later amendment was located in public filings reviewed as of August 23, 2026. Public filings therefore do not settle where subscriptions stand today; the sponsor or your own representative would have current figures.
What is the minimum investment?
The Form D filed April 7, 2026 reports a $50,000 minimum investment for outside investors. Sponsors sometimes apply a different minimum to 1031 exchange money than to straight cash subscriptions, and the Private Placement Memorandum governs. Verify the minimum and any exchange-specific terms there.
What does the sponsor get paid out of this offering?
The Form D filed April 7, 2026 reports $2,038,796 of sales commissions and finders' fees for the offering. Form D figures are estimates at filing and cover only what the form asks about; the Private Placement Memorandum sets out the complete fee and expense table, including acquisition compensation and ongoing asset management fees.
Can this Trust convert into a REIT through a 721/UPREIT exit?
The record shows no 721/UPREIT feature — no provision to swap investor interests for operating-partnership units in a REIT. This is a single-property trust pointed toward an eventual sale of the building, so the exit depends on that disposition. The Private Placement Memorandum sets out the trustee's sale authority and any stated hold expectations.
Chapter 9PREP Exchange launches first debt-free offering via Delaware Statutory Trust (PREP Essential Net Lease I DST)Park City-based PREP Exchange launched its first DST — PREP Essential Net Lease I DST, an all-cash, debt-free acquisition of the Shaw's Supermarket at 160 Paine Turnpike N, Berlin, VT (subleased to O'Reilly Auto Parts), with Shaw's lease running through Dec. 2039 plus six 5-year options.