Exhibit 1
Disclaimer
Please read this notice carefully – it applies to all persons who view this website. The views expressed on this website (the "Site") represent the subjective opinions of Saba Capital Management, LP and certain of its affiliates and controlling persons (collectively, "Saba"), who beneficially own shares of Bluerock Private Real Estate Fund (NYSE: BPRE) (the "Company").
These views are based on publicly available information with respect to the Company and other companies referred to in the Site. Certain financial information and data used on this Site has been derived or obtained from, without independent verification, publicly available information including public filings with regulatory authorities and from other third-party reports, by the Company or other companies Saba deems relevant. Saba has neither sought nor obtained consent from any third party for the use of previously published information. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed on this Site. This Site contains current market views, opinions, and expectations of Saba based on its historic experience and proprietary research. While Saba believes that the statements contained herein are based on reasonable information and criteria, such statements may also factor in subjective judgement that could materially alter any stated outcome. Saba believes the information contained on this Site is reliable and has been obtained from sources believed to be reliable, but Saba shall not be responsible or have any liability for any misinformation contained in any third-party report or regulatory filing and Saba makes no representation or warranty, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness, completeness or timeliness of the information and opinions obtained. All registered or unregistered service marks, trademarks and trade names referred to on this Site are the property of their respective owners, and Saba's use on this Site does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names.
Unless otherwise indicated, the figures presented in this presentation have not been calculated using generally accepted accounting principles (“GAAP”) and have not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values reflected in this presentation will be realized. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of the opportunities identified by Saba herein are based on assumptions that Saba believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.
By downloading from, or viewing material on this Site, you agree to the following terms of use. You agree that use of the research on this Site is at your own risk. You (or any person you are acting as agent for) agree to hold harmless Saba, including but not limited to any principals, officers, directors, employees, members, clients, investors, consultants, advisers and agents, for any direct or indirect losses (including trading losses) attributable to any information on this Site.
You further agree to do your own research and due diligence before making any investment decision with respect to securities of the Company or any other financial instruments that reference the Company or any securities issued by the Company.
You represent that you have sufficient investment sophistication to critically assess the information, analysis and opinion on this Site. You further agree that you will not communicate the contents of reports and other materials on this Site to any other person unless that person has agreed to be bound by these terms of use.
If you access this Site, or download or receive the contents of materials on this Site on your own behalf, you agree to and shall be bound by these terms of use. If you access this Site, or download or receive the contents of reports or other materials on this Site as an agent for any other person, you are binding your principal to these same terms of use.
Saba is publishing materials on this Site solely for the information of other shareholders in the Company. These materials are provided merely for general informational purposes and are not intended to be, nor should they be construed as, without limiting the foregoing, (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy.
Neither the information nor any opinion contained on the Site constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in any of the Company or any other company by Saba in any jurisdiction. Such an offer or solicitation may only be made by delivery of a respective offering document that contains a more detailed description of all the material terms of such an investment, including discussions of certain specific risk factors, conflicts (or potential conflicts) of interest, tax considerations, fees and other matters relevant to prospective investors in the specific fund or investment product.
These materials do not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this Site, and may not be taken as advice on the merits of any investment decision.
Dated content speaks only as of the date indicated. Unless otherwise stated, statements on this Site are made as of the date of issue, and nothing shall create an implication that the information contained on this Site is correct as of any time after such date.
Saba disclaims any obligations to update, modify or amend the data, information or opinions contained on this Site or to notify the market or any other party of any such changes or in the event any data, information or opinions contained on this Site subsequently becomes inaccurate. Saba reserves the right to change all or any portion of the Site at any time as it deems appropriate without notice to you.
IMPORTANT INFORMATION
Saba Capital Management, L.P. (“Saba Capital”), Saba Capital Master Fund, Ltd. (“SCMF”) and Boaz R. Weinstein (“Mr. Weinstein,” and together with Saba Capital and SCMF, the “Participants”) intend to file a definitive proxy statement and accompanying form of proxy with the Securities and Exchange Commission (the “SEC”) to be used in conjunction with a solicitation of proxies from the shareholders in connection with the Company’s 2027 annual meeting of shareholders. The shareholders are advised to read the definitive proxy statement and other documents related to the solicitation of proxies with respect to the Company by the Participants as they become available because they will contain important information. They will be made available at no charge on the SEC’s website, http://www.sec.gov/.
As of the date hereof, the Participants may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), in the aggregate, 7,322,660 shares of the Fund’s beneficial interest, no par value (the “Common Shares”). Of the 7,322,660 Common Shares owned in the aggregate by the Participants, such Common Shares may be deemed to be beneficially owned as follows: (a) 7,322,660 Common Shares may be deemed to be beneficially owned by Saba Capital by virtue of its status as the investment manager of various funds and accounts; and (b) 7,322,660 Common Shares may be deemed to be beneficially owned by Mr. Weinstein by virtue of his status as the principal of Saba Capital.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “intends,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “potential,” “targets,” “forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements relate to future events or future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, levels of activity, performance or achievements or those of the industry to be materially different from those expressed or implied by any forward-looking statements. The Company has also identified additional risks relating to its business in its public filings with the SEC. Saba Capital, and as applicable the other participants in the proxy solicitation, have based these forward-looking statements on current expectations, assumptions, estimates, beliefs, and projections. While Saba Capital and the other participants, as applicable, believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the participants’ control. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if the underlying assumptions of Saba Capital or any of the other participants described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Saba Capital that the future plans, estimates or expectations contemplated will ever be achieved. You should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Except to the extent required by applicable law, neither Saba Capital nor any participant will undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.
This Site is directed primarily at shareholders of the Company in the United States. It is not directed at, and the materials on this Site are not intended for distribution to or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. If you are located outside the United States, you confirm that accessing the materials on this Site does not violate the laws of your jurisdiction.
The distribution of the information, statements or opinions contained on this Site in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions.
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