Investor Memo: Family Office Co-Investment

To: Limited Partners & Co-Investors From: ColdPort Investment Committee Date: May 22, 2026 Subject: The Strategic Utility of Family Office Co-Investment Structures

Executive Summary

While institutional capital (pension funds, sovereign wealth) provides the immense scale required for portfolio aggregation, Family Offices represent a uniquely agile and strategic capital source within the private equity real estate ecosystem. Unencumbered by the rigid deployment mandates and bureaucratic investment committees of massive institutions, Family Offices offer speed, flexibility, and a desire for direct asset exposure. This memorandum details ColdPort’s framework for integrating Single and Multi-Family Offices (SFO/MFO) into our capital stack via direct co-investment, enhancing our execution capabilities and providing bespoke yield solutions to sophisticated private wealth.

The Family Office Mandate: Direct Exposure and Yield

Historically, Family Offices allocated real estate capital passively through massive, blind-pool private equity mega-funds. However, a structural shift is underway. Sophisticated Family Offices are increasingly seeking direct co-investment opportunities alongside specialized operating sponsors like ColdPort.

The drivers for this shift include:

1. Fee Mitigation: Direct co-investment allows Family Offices to bypass the "double promote" and heavy management fees associated with fund-of-funds or mega-cap private equity structures.
2. Asset Class Specificity: Family Offices want targeted exposure to secular growth themes—such as food supply chain resiliency and cold storage logistics—rather than diluted exposure across a massive, generalized core-plus fund.
3. Generational Wealth Preservation: Family Offices prioritize long-term capital preservation, inflation-hedging, and tax-advantaged cash flow (via depreciation)—characteristics perfectly aligned with ColdPort’s stabilized asset profiles.

ColdPort’s Co-Investment Architecture

To capture this agile capital, ColdPort utilizes a bifurcated equity architecture, offering Family Offices access via dedicated Co-Investment Vehicles (CIVs).

1. The "Sidecar" Co-Investment When ColdPort identifies a massive portfolio acquisition or a heavy-capital development that exceeds the concentration limits of our primary fund (or programmatic JV), we spin up a "Sidecar" entity. We invite our network of Family Offices to invest directly into this specific asset alongside the main fund. This allows ColdPort to punch above its weight class, taking down institutional-scale assets without violating fund concentration limits, while granting the Family Office direct, fee-efficient access to a marquee asset.

2. Deal-by-Deal Syndication (Club Deals) For specific, highly opportunistic off-market acquisitions, ColdPort will bypass the traditional fund structure entirely and execute a "Club Deal." We assemble a small consortium of 3 to 5 sophisticated Family Offices to fund the entire equity tranche. This structure allows for bespoke governance, customized tax structuring (such as utilizing specific 1031 exchange capital), and incredibly rapid closing timelines—often outmaneuvering slower institutional buyers.

The Strategic Agility of Family Office Capital

The integration of Family Office capital provides ColdPort with a distinct competitive advantage in the acquisitions market: Speed and Certainty.

Institutional capital, while limitless in scale, often requires 60 to 90 days to clear rigorous investment committee approvals. In a highly competitive bidding scenario for a distressed cold storage asset or an off-market portfolio, this timeline is a liability.

Family Offices, controlled by a small cadre of principals, can underwrite, approve, and wire equity within 14 to 21 days. By maintaining a deep bench of pre-vetted Family Office partners, ColdPort can execute aggressive, non-contingent offers on highly sought-after assets, securing the acquisition before institutional capital can react.

Conclusion

In the capitalization of cold storage infrastructure, institutional equity provides the backbone, but Family Office capital provides the tactical strike capability. By architecting sophisticated co-investment structures, ColdPort offers Family Offices the direct, tax-advantaged exposure they require, while securing the agile, highly aligned capital we need to execute off-market acquisitions and drive asymmetric returns across our portfolio.

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