Significant value-add opportunity to bring an underperforming asset to market level performance. On turn, lightly renovated units at the Property are already achieving rents in the range of the pro forma post-renovation rents.
Next Wave Investors specializes in investing in the Pacific Northwest and their principal, Jordan Fisher, personally owns 185 units less than 5 miles from the Property. Their experience managing in this market, combined with efficiencies from nearby properties in their portfolio will allow the Sponsor to seamlessly operate the property.
The Property is currently ~97.7% occupied and, per CoStar, submarket vacancy is 3.1%, nearly half of the national average. Underwritten vacancy is ~6% which provides upside if occupancy is to remain close to current levels. There are currently ~30 units expected to be delivered in 2021 in the submarket. This constricted supply should continue to place downward pressure on submarket vacancy.
$34,400,000
Next Wave Investors
Next Wave Investors, LLC (“Next Wave”) is a Southern California-based private equity investment firm with a specialized focus in value-add multifamily investments throughout the Western United States. With more than $400 million in acquisitions to date, Next Wave is exceptionally skilled in identifying well-located, underappreciated properties where they can create value through professional operations and capital improvements. Drawing upon an 18-year track record and hands-on experience in the ownership, operation, and enhancement of multifamily properties, the firm consistently delivers value on behalf of individual and institutional investors throughout the globe.
https://nextwaveinvestors.com/-
Jordan FisherPrincipal -
David SloanPrincipal
With nearly two decades of experience acquiring, redeveloping, and managing multifamily properties, Jordan Fisher is a multifamily investment expert. As Principal of Next Wave, Fisher spearheads the company’s investment strategy, and oversees property selection, renovations, and repositionings to ensure strong results.
Prior to joining the executive ranks in commercial real estate, Fisher was founder and CEO of TPG Consulting, LLC, a web development and digital marketing company. Under his leadership, the firm grew from two employees to over 110 with revenues over $21.5 million. TPG was recognized as an INC 500 company as well as one the Los Angeles Business Journal’s 100 fastest-growing private companies. In 2014, after running the company for over seven years, Fisher successfully sold the company to a Beijing-based multi-national Business Services firm.
Prior to founding TPG, Fisher worked at Deloitte Consulting and served as a Captain in the United States Army. A graduate of the U.S. Military Academy at West Point, Fisher earned his MBA from the UCLA Anderson School of Business.
A seasoned attorney with tremendous hands-on experience in real estate, David Sloan is an expert in multifamily real estate transactions, as well as asset and project management. As Principal for Next Wave, Sloan oversees all of the firm’s acquisitions and investments to ensure accuracy, legality and efficiency.
Earlier in his career, Sloan served as Senior Vice President – General Counsel of Sunstone Hotel Investors, Inc. (“Sunstone”), a publicly traded REIT. In that role, he managed all legal functions, including securities matters and real estate transactions. Prior to joining Sunstone, Sloan was engaged in the private practice of law in San Diego. He holds a B.S. degree from Ball State University and a J.D. degree (cum laude) from Thomas Jefferson School of Law.
| Property | City | State | Asset Type | Acq Date | Units or SF | Purchase Price | Sale Price |
| Skyline Terrace | Las Vegas | NV | MultiFamily | 7/1/2015 | 44 | $2,625,000 | $3,175,000 |
| Skyline Place | Las Vegas | NV | MultiFamily | 7/1/2015 | 87 | $4,750,000 | $6,075,000 |
| Skyline Parc | Las Vegas | NV | MultiFamily | 7/1/2015 | 193 | $7,000,000 | $11,000,000 |
| Skyline Villas | Las Vegas | NV | MultiFamily | 7/1/2015 | 94 | $3,825,000 | $7,385,000 |
| Casa Vista | Las Vegas | NV | MultiFamily | 3/1/2016 | 23 | $910,000 | $1,200,000 |
| Oakridge | Henderson | NV | MultiFamily | 3/1/2016 | 42 | $1,750,000 | $2,500,000 |
| Skyline Park | Tucson | AZ | MultiFamily | 3/1/2016 | 60 | $1,920,000 | $2,600,000 |
| Villa Pacific | Tucson | AZ | MultiFamily | 7/1/2016 | 176 | $5,400,000 | $7,282,500 |
| Quails | Tucson | AZ | MultiFamily | 8/1/2016 | 288 | $9,400,000 | $12,200,000 |
| Sycamore Cove | Tucson | AZ | MultiFamily | 12/1/2016 | 67 | $1,322,000 | $2,400,000 |
| Landing Point | Salt Lake City | UT | MultiFamily | 10/24/2017 | 126 | $13,000,000 | $17,600,000 |
| Commons on 2nd | Salt Lake City | UT | MultiFamily | 10/24/2017 | 72 | $5,800,000 | $8,300,000 |
| Bella Vista | St. George | UT | MultiFamily | 2/9/2018 | 148 | $13,200,000 | $18,200,000 |
| Orange Tree Village | Tucson | AZ | MultiFamily | 3/16/2018 | 110 | $10,550,000 | $15,850,000 |
| Harlow | Las Vegas | NV | MultiFamily | 3/29/2018 | 98 | $17,100,000 | $21,500,000 |
| Cypress Springs | Las Vegas | NV | MultiFamily | 6/1/2018 | 144 | $15,000,000 | $20,000,000 |
| Park Station | Midvale | UT | MultiFamily | 7/20/2018 | 96 | $10,750,000 | $15,600,000 |
| Bella Vida | Las Vegas | NV | MultiFamily | 10/16/2018 | 72 | $12,525,000 | $15,000,000 |
| La Estrella Vista | Phoenix | AZ | MultiFamily | 5/16/2019 | 96 | $13,175,000 | $16,750,000 |
| Aspen Village | West Valley City | UT | MultiFamily | 3/18/2019 | 90 | $12,175,000 | $18,500,000 |
| Townhomes at Mountain Ridge | S. Salt Lake | UT | MultiFamily | 5/23/2019 | 63 | $12,500,000 | |
| Cove on Bruce | Clearfield | UT | MultiFamily | 9/21/2018 | 76 | $7,600,000 | $15,250,000 |
| Westover Parc | Phoenix | AZ | MultiFamily | 9/1/2019 | 160 | $20,000,000 | $41,625,000 |
| Tompkins Cove | Las Vegas | NV | MultiFamily | 2/4/2020 | 88 | $14,500,000 | $18,600,000 |
| Shiloh Park Townhomes | Plano | TX | MultiFamily | 11/18/2020 | 73 | $14,850,000 | |
| Park Central Luxury Townhomes | Phoenix | AZ | MultiFamily | 12/16/2020 | 56 | $25,500,000 | |
| Spanish Oaks | Las Vegas | NV | MultiFamily | 2/12/2021 | 216 | $28,500,000 | |
| River Lofts | Tualatin | OR | MultiFamily | 4/23/2021 | 74 | $14,200,000 | |
| Serrano | Spokane | WA | MultiFamily | 4/26/2021 | 300 | $34,400,000 | |
| Spyglass Hills | Las Vegas | NV | MultiFamily | 7/1/2021 | 56 | $8,500,000 | |
| Ashley Terrace | Vancouver | WA | MultiFamily | 8/4/2021 | 118 | $23,850,000 | |
| Willow Creek | Prescott | AZ | MultiFamily | 12/1/2021 | 160 | $58,000,000 | |
| Park Place Apartments | Spokane Valley | WA | MultiFamily | 10/15/2021 | 65 | $8,000,000 | |
| Ivy Apartments | Roy | UT | MultiFamily | 12/10/2021 | 64 | $10,100,000 | |
| Total | $442,677,000 | $298,592,500 |
The above bios and track record were provided by Next Wave Investors and have not been independently verified by RealtyMogul.
The Real Estate Company has budgeted $5.00MM in capital expenditures which will be allocated to both interior and exterior renovations. All units will undergo renovation at $11,487 per unit. The interior renovation plan will introduce stainless-steel appliances, new lighting fixtures, plumbing enhancements, vinyl flooring, new carpets, resurfaced countertops, and new paint. Exterior renovations will include repainting, roofing repairs, a new signage package, and aesthetic upgrades to the pool and landscaping. Post-renovation, the Real Estate Company plans to increase rents by $150 - representing a 15.7% return on cost on interiors. The Property will be sold after a 5-year hold at a 5.50% cap rate.
CapEx Breakdown:
| $ Amount | Per Unit/SF | |
| Interior Renovations | ||
| Appliance Package | $598,000 | $2,000 |
| Flooring and Carpets | $648,700 | $2,170 |
| Light Fixtures | $75,025 | $251 |
| Paint | $251,950 | $843 |
| Resurface Countertops | $179,400 | $600 |
| Cabinets | $238,200 | $797 |
| Electrical Plates | $30,175 | $101 |
| Bathroom Hardware | $23,450 | $78 |
| Plumbing Fixtures | $76,800 | $257 |
| Cleaning | $39,910 | $133 |
| Total Interior Renovation Costs | $2,161,610 | $7,229 |
| Exterior Renovations | ||
| Exterior Paint | $234,400 | $784 |
| Landscaping | $219,212 | $733 |
| Pool Refresh | $40,000 | $134 |
| Leasing Office Renovation | $60,000 | $201 |
| Mailbox Replacement | $25,000 | $84 |
| New Signage & Lights | $46,444 | $155 |
| Dog Park | $30,000 | $100 |
| Playground Replacement | $40,000 | $134 |
| Garage Door Replacements | $35,600 | $119 |
| Total Exterior Renovation Costs | $730,656 | $2,444 |
| Deferred Maintenance | ||
| Walkway Decking & Landing Repairs | $105,964 | $354 |
| Asphalt Repairs | $175,000 | $585 |
| Roof Preventative Maintenance | $50,000 | $167 |
| Gutters & Downspouts Replacement | $50,000 | $167 |
| Water Heater Replacement | $63,538 | $213 |
| HVAC Replacement | $89,700 | $300 |
| Total Deferred Maintenance | $534,202 | $1,787 |
| Contingency (10%) | $411,893 | $1,378 |
| Miscellaneous* | $821,828 | $2,749 |
| Construction Management | $339,812 | $1,136 |
| Grand Total | $5,000,000 | $16,722 |
* Miscellaneous includes: PM Interior Renovation Coordination Charge, Capitalized Renovation Technician (Labor), and On Site Project Supervision Costs in Lieu of General Contractor Fees.
Serrano North and South (the "Property") is an adjacent two property Class C+, garden style multifamily portfolio located in the Nevada Lidgerwood submarket of Spokane, Washington. 119 Units (Serrano South Apartments) were built in 1981 and 180 units (Serrano North Apartments) were built in 1984 bringing the total unit count to 299. The unit mix is comprised of studio, one-, two-, and three-bedroom floorplans and all units maintain their original 1980’s finishes. All units are equipped with ample closet space, air conditioning, and private patios or balconies. Top floor units enjoy vaulted ceilings and wood burning fireplaces as well. Community amenities include a pool, a playground, BBQ and picnic areas, a community center, five laundry facilities, and central courtyards for tenants to enjoy. Occupancy at the Property is currently 97.7%.
Unit Mix
| Unit Type | # Units | Avg SF/Unit | Avg Rent (In-Place) |
Avg Rent (Stabilized Yr 1) |
| Studio | 1 | 480 | $500 | $674 |
| 1 Bed x 1 Bath | 30 | 680 | $719 | $948 |
| 2 Bed x 1 Bath A | 87 | 780 | $779 | $1,009 |
| 2 Bed x 1 Bath B | 45 | 845 | $821 | $1,049 |
| 2 Bed x 1 Bath C | 46 | 902 | $825 | $1,075 |
| 2 Bed x 1 Bath D | 48 | 931 | $836 | $1,140 |
| 3 Bed x 1 Bath | 1 | 980 | $965 | $1,181 |
| 3 Bed x 1.5 Bath | 41 | 987 | $965 | $1,267 |
| Total | 299 | 851 | $819 | $1,075 |
Lease Comps
| Rosewood Club* | Gogo Heights** | Rock Creek on Nevada | Center Court Apartments | Comp Averages | Serrano North & South (Subject) | |
| Year Built | 1977 | 1989 | 1996 | 1979 | 1985 | 1984 |
| Units | 155 | 138 | 132 | 153 | 145 | 299 |
| Distance to Subject | 1.2 Miles | 0.2 Miles | 0.6 Miles | 0.6 Miles | 0.7 Miles | |
| $/Unit (1x1) | $1,025 | $1,100 | $770 | $991 | $939 | |
| SF (1x1) | 680 | 750 | 611 | 684 | 674 | |
| $/SF (1x1) | $1.51 | $1.47 | $1.26 | $1.45 | $1.39 | |
| $/Unit (2x1) | $975 | $1,350 | $1,075 | $1,020 | $1,117 | $1,058 |
| SF (2x1) | 780 | 1,025 | 1,010 | 714 | 878 | 850 |
| $/SF (2x1) | $1.25 | $1.32 | $1.06 | $1.43 | $1.27 | $1.25 |
| $/Unit (3x1.5) | $1,550 | $1,490 | $1,491 | $1,265 | ||
| SF (3x1.5) | 1,360 | 1,250 | 1,252 | 987 | ||
| $/SF (3x1.5) | $1.14 | $1.19 | $1.19 | $1.28 |
*Rosewood Club and Gogo Heights are professionally managed.
**Gogo Heights is the only lease comp that is currently renovating.
Sales Comps
| Northern Heights | Willowbrook Apartments | Northstar Lodge | Total/Averages | Subject | |
| Date | Nov '19 | Dec '19 | Dec '19 | Mar '21 | |
| Submarket | West Spokane | Opportunity | Town and Center | Nevada Lidgerwood | |
| Total SF | 191,011 | 94,062 | 116,563 | 133,879 | 270,788 |
| Units | 232 | 110 | 114 | 152 | 299 |
| Year Built | 2018 | 1991 | 2008 | 2006 | 1981/1984 |
| Average SF | 823 | 855 | 1,022 | 900 | 906 |
| Purchase Price | $34,000,000 | $15,850,000 | $19,683,500 | $23,177,833 | $35,000,000 |
| $/Unit | $146,552 | $144,091 | $172,662 | $154,435 | $117,057 |
| Distance from Subject (mi.) | 9.7 Miles | 8.2 Miles | 1.2 Miles | 6.4 Miles |
Market Overview
Per CoStar, the vacancy rate in the North Spokane Submarket has remained stable over the past year at 4.7%. This is consistent with the long-term average, showing that Covid-19 had virtually no impact on occupancy in this submarket.
Serrano North and South is situated right along US 2, providing seamless connectivity to the I-90, downtown Spokane, and the greater Spokane MSA. The Property is conveniently located less than four miles from Gonzaga University, Washington State University, and downtown Spokane. Additionally, the Property is located less than 10 miles from the Spokane International Airport and 20 miles from Mt. Spokane, an attractive local ski destination. Residents of Serrano North and South enjoy direct access to Franklin Park - a city park boasting large play and sports areas - and the NorthTown Mall. The NorthTown Mall is located one mile from the Property and contains over 100 stores, dining and entertainment options, and a 16-screen Regal Cinema.
After a slow recovery from the Great Recession, Spokane's multifamily market has picked up steam in the last few years and vacancies are below the historical average. The pandemic shook the market but the area is benefitting from in-migration from larger cities throughout the Pacific Northwest and beyond. New construction has been met with high absorption over the past decade as residents from across the country move to the area, and vacancies in Spokane have compressed to below both the historical and national averages. Unlike big cities throughout the Pacific Northwest, Spokane has maintained tight vacancies during the pandemic, as people who can work from home relocate to the area.
Year-over-year rent growth has maintained its strong momentum, and daily rents have held steady compared with other Washington markets since mid-March when the outbreak began. The near-term forecast calls for a slowdown in rent growth, but the level is still expected to be higher than the national average.
Renting at the Property is a 14.4% discount to the average cost of home ownership in the submarket. Additionally, the median income to stabilized rent ratio is 3.52x.
Building stock in the market is primarily developed and held by local families. The Real Estate Company sourced this off-market opportunity by strength of their network as an owner in the submarket.
| Sources of Funds | $ Amount | $/Unit |
| Debt | $32,050,000 | $107,191 |
| GP Investor Equity | $945,000 | $3,161 |
| RM Investor Equity | $5,000,000 | $16,722 |
| Other LP Investor Equity | $3,260,000 | $10,903 |
| Total Sources of Funds | $41,255,000 | $137,977 |
| Uses of Funds | $ Amount | $/Unit |
| Purchase Price | $34,400,000 | $115,050 |
| Acquisition Fee | $344,000 | $1,151 |
| Closing Costs (1) | $545,702 | $1,825 |
| CapEx, TI, LC | $5,000,000 | $16,722 |
| Working Capital | $25,000 | $84 |
| Loan Placement Reserve | $496,775 | $1,661 |
| Prepaid/Expense Reserve | $341,346 | $1,142 |
| Rate Cap Cost | $102,177 | $342 |
| Total Uses of Funds | $41,255,000 | $137,977 |
Please note that the NextWave's equity contribution may consist of friends and family equity and equity from funds controlled by NextWave. Additionally, the numbers represented above can change prior to closing depending on final loan proceeds, property condition assessments, appraisals, final closing costs, and other lender-mandated expenses.
(1) RM Technologies operates the RealtyMogul platform. RM Technologies charges a fixed, non-percentage-based fee for real estate companies to use the marketplace. An estimate of this fee is included in the Closing Costs and is intended to be capitalized into the transaction at the discretion of the Manager.
The expected terms of the debt financing are as follows:
- Total Estimated Proceeds: $32,050,000
- Estimated Rate (Floating): 3.45% + LIBOR (with a 0.25% LIBOR Floor)
- Amortization: 30 years
- Term: 5 years
- Interest Only: 3 Year + Two 1 Year Extensions
There can be no assurance that a lender will provide debt on the rates and terms noted above, or at all. All rates and terms of the debt financing are subject to lender approval, including but not limited to possible increases in capital reserve requirements for funds to be held in a lender-controlled capital reserve account.
A substantial portion of the total acquisition for the Property will be paid with borrowed funds. The use of borrowed money to acquire real estate is referred to as leveraging. Leveraging increases the funds available for investment or development purposes, on the one hand, but also increases the risk of loss on the other. If the Company were unable to pay the payments on the borrowed funds (called a "default"), the lender might foreclose, and the Company could lose its investment in its property.
Next Wave intends to make distributions from NWI Serrano, LLC to Investors as follows:
1. Pari Passu to 10.0% IRR
2. 67.5%/32.5% (67.5% to Investors/32.5% to The Real Estate Company) to 15% IRR
3. 50%/50% (50.0% to Investors/50.0% to The Real Estate Company) thereafter
Note: These distributions will occur after the payment of the Company's liabilities (loan payments, operating expenses and other fees as set forth in the LLC agreement, in addition to any member loans or returns due on member loans). Distributions are expected to start in October 2021 and are projected to continue on a quarterly basis thereafter. These distributions are at the discretion of NextWave, who may decide to delay distributions for any reason, including maintenance or capital reserves. The Real Estate Company will receive a promote as indicated above, and a portion of this promote may be received by RM Admin for administrative services.
Cash Flow Summary
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||
| Effective Gross Revenue | $3,123,214 | $3,708,208 | $3,984,321 | $4,316,710 | $4,559,801 | ||
| Total Operating Expenses | $1,533,116 | $1,618,093 | $1,686,514 | $1,737,779 | $1,787,517 | ||
| Net Operating Income | $1,590,098 | $2,090,115 | $2,297,808 | $2,578,932 | $2,772,284 | ||
Project-Level Cash Flows
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4* | Year 5 | |||
| Net Cash Flow | -$9,205,000 | $272,386 | $763,628 | $940,221 | $593,121 | $19,358,154 | ||
*Debt I/O expiration
Investor-Level Cash Flows
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||
| Net Cash Flow | -$8,260,000 | $158,197 | $602,632 | $761,096 | $449,630 | $14,924,303 | ||
Investor-Level Cash Flows - Hypothetical $50,000 Investment*
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||
| Net Cash Flow | -$50,000 | $958 | $3,648 | $4,607 | $2,722 | $90,341 | ||
*Returns are net of all fees including RealtyMogul's 1.0% annual administrative services fee.
NO ASSURANCE OF RETURN: The Company's pro-forma projections are based on assumptions regarding future events, such as the timing and extent of the recovery of the residential market and the stabilization of the debt markets. While the Manager believes that these assumptions are reasonable and achievable, the likelihood of its occurrence is subject to many factors that are not within the control of the Company or its Manager and that could impair the ability of the Company to meet its projections.
Certain fees and compensation will be paid over the life of the transaction; please refer to NextWave's materials for details. The following fees and compensation will be paid(1)(2)(3):
| One Time Fees: | |||||
| Type of Fee | Amount of Fee | Received By | Paid From | ||
| Acquisition Fee | 1% of Gross Acquisition Price | Next Wave | Capitalization | ||
| Construction Management Fee | 7.5% of Total Construction Costs | Next Wave | Capitalization | ||
| Disposition Fee* | 1.0% of Gross Sales Price | Next Wave | Sales Proceeds | ||
| Recurring Fees: | |||||
| Type of Fee | Amount of Fee | Received By | Paid From | ||
| Property Management Fee | 3.0% of EGI | Next Wave | Property Cashflow | ||
| Asset Management Fee | 1.5% of EGI | Next Wave | Property Cashflow | ||
| Administrative Services Fee | 1.0% of amount invested | RM Admin (3) | Distributable Cash | ||
*Disposition Fee – 1% of the gross sales price of the Project, contingent on both (A) return to Investors of initial invested capital and (B) Investors realizing 10% IRR on initial invested capital.
The above table is a summary and there may be additional fees and expenses associated with this offering. Please refer to the Private Placement Memorandum for further details.
(1) Fees may be deferred to reduce impact to investor distributions
(2) RM Technologies operates the RealtyMogul platform. RM Technologies charges a fixed, non-percentage-based fee for real estate companies to use the marketplace. An estimate of this fee is included in the Closing Costs and is intended to be capitalized into the transaction at the discretion of the Manager.
(3) RM Admin will be providing the following services:(a) responding to inbound investor inquiries regarding how to subscribe to the Project, (b) distribution of all annual tax forms (after receipt of same from Project Sponsor), (c) processing distributions that are payable from RM Investors to Investors, however, RM Admin will not be deemed to have custody of client funds, (d) distribution of all quarterly reports (after receipt of same from Project Sponsor) and (e) summarizing sponsor information on property performance, responding to investor inquiries regarding sponsor performance information as well as the real estate market generally.
The content on this detail page was provided by the Sponsor or an affiliate thereof. The Sponsor is under no obligation to update this detail page. None of the opinions expressed on this detail page are the opinions of RealtyMogul and they are not endorsed by RealtyMogul. Assumptions and projections included in this detail page are not reflective of the position of RealtyMogul or any other person or entity other than the Sponsor’s investment vehicle (“Investment Entity”) or its affiliates.
The preceding summary of principal terms of the offering is qualified in its entirety by reference to the more complete information about the offering contained in the offering documents, including, without limitation, the Private Placement Memorandum, Operating Agreement, Subscription Agreement and all exhibits and other documents attached thereto or referenced therein (collectively, the "Investment Documents"). This summary is not complete, and each prospective investor should carefully read all of the Investment Documents and any supplements thereto, copies of which are available by clicking the links above or upon request, before deciding whether to make an investment. In the event of an inconsistency between the preceding summary and the Investment Documents, investors should rely on the content of the Investment Documents.
There can be no assurance that the methodology used for calculating targeted IRR is appropriate or adequate. Target IRR is presented solely for the purpose of providing insight into the Investment Entity’s investment objectives, detailing its anticipated risk and reward characteristics and for establishing a benchmark for future evaluation of the Investment Entity’s performance. Targeted IRR is not a predictor, projection or guarantee of future performance. There can be no assurance that the Investment Entity’s targets will be met or that the Investment Entity will be successful in identifying and investing in investment opportunities that would allow the Investment Entity to meet these return parameters. Target returns should not be used as a primary basis for an investor’s decision to invest in the Investment Entity. Please see the applicable Investment Documents for disclosure relating to forward-looking statements.
All forward–looking statements attributable to the Sponsor or persons acting on its behalf apply only as of the date of the offering and are expressly qualified in their entirety by the cautionary statements included elsewhere in this summary and the Investment Documents. Any financial projections are preliminary and subject to change; the Sponsor undertakes no obligation to update or revise these forward–looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Inevitably, some assumptions will not materialize, and unanticipated events and circumstances may affect the ultimate financial results. Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections may be inaccurate in any material respect. Therefore, the actual results achieved may vary significantly from the forecasts, and the variations may be material.
The interests in the Investment Entity will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon exemptions contained in Rule 506(b) or 506(c) of Regulation D as promulgated under the Securities Act. In addition, the interests will not be registered under any state securities laws in reliance on exemptions from registration. Such interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable state and federal securities laws pursuant to registration or an available exemption.
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