Staff Menu (IO ID#: 1582566):
The Preserve at Spring Lake
Altamonte Springs, FL
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100% funded
Offered By The GSH Group
16.4%* TARGET IRR 15.4%-17.4%
Estimated Hold Period 7 Years
Estimated First Distribution 12/2021
Minimum Investment 35000
*Please carefully review the Disclaimers section below, including regarding Sponsor’s assumptions and target returns
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Project Summary
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The Preserve at Spring Lake (the "Property") is a 320-unit multifamily community located in Altamonte Springs, FL, a suburb of the growing and diverse Orlando market.

The Property is located west of I-4 on Wymore Road and North of the Maitland Center Business Park with 6 million SF of regional office space. To the north, a major retail cluster is located on SR 436 anchored by the 1.2 million SF Brookfield Altamonte Mall. The I-4 freeway connects the Property to all of the major employment centers and retailers in Orange and Seminole Counties, the CBD, Maitland, Altamonte Springs, and Lake Mary. 


Renovations, market rental adjustments, and management efficiencies should allow the Property to achieve rent premiums in a robust Orlando suburban submarket.


The Orlando-Kissimmee-Sanford, FL Metro Area is home to 2,608,000 people and, per WalletHub, is ranked among the top 50 fastest-growing cities in America. It is also projected to boast a net migration of 31,000 people in 2021, which outpaces the migration rate from the last 12 months per Moody's Analytics. Although it is one of the world's most visited tourist destinations, Orlando maintains a high quality of life and has consistently been ranked as one of America's most popular cities to live in. 

Property at a glance
# of Units 320
Year Built 1972-1974
Current Occupancy 97.0%
Parking Ratio 1.83 per unit
# of Buildings 34 Buildings, Two-Story
Acquisition Price


Investment Highlights
The GSH Group is under contract to purchase the Property for $196,250 per unit, representing an acquisition cap rate of 5.27%.
The Property will be managed by Bainbridge, an experienced owner and operator in the Orlando market.
The exit strategy is to sell the Property after a 7-year hold at a 5.00% cap rate.
The Property is situated within 3 miles of the 6 million SF Maitland Center Business Park and 1.2 million SF Altamonte Mall.
The Property provides tenants with a resort-style atmosphere due to its low-density site plan and its unique amenity package, including 5 swimming pools spread throughout the Property.
The Property is located just west of I-4, which is undergoing a 2.3 billion dollar improvement project and connects the CBD, Maitland, Altamonte Springs, and Lake Mary areas.
Cumulative Distributions

The GSH Group

The GSH Group (“The Real Estate Company") is a real estate investment company focused on class B/workforce housing across the United States. The leadership team has over 40 years of combined experience and the company has over $1 billion assets under management(1), made up of 8,333 multifamily units(2), inclusive of partner legacy assets.

With demonstrated experience as advisors, managers, and resolving problem loans, The Real Estate Company is attuned to the needs and processing of Special Servicers for the quick disposition of assets. The Real Estate Company employs a tactical strategy for value creation. Value enhancement is approached from multiple angles and scenarios. These include, but are not limited to, organic rental growth due to market inefficiencies, rent premiums generated through unit upgrades, and decreasing expenses through management efficiencies.

The Real Estate Company uses applicable, real-time software to help manage all assets on a minute-by-minute basis. Using real-time data, they can effectively keep all projects on track to ensure the business plan's proper implementation. Additionally, The Real Estate Company is vertically integrated, employing an affiliated general contractor and construction team to ensure projects stay on budget and on time.

(1) Portfolio value includes an assumed value based on current T1/T12 financials and a capitalization rate of 5.00%. This includes certain legacy properties owned and managed by partners.

(2) Units include legacy units owned by the partners as well as units sold.
  • Gideon Pfeffer
    Managing Partner
  • Shmuel Cohen
  • Hannan Lis
Gideon Pfeffer
Managing Partner

Gideon is responsible for strategic partnership initiatives and ventures, financing and debt opportunities, overseeing investment performance, strategic partner’s performance, and approving decisions on investments and acquisitions. He also oversees daily operations. Prior to GSH, Gideon operated a highly successful aggregation and renovation firm focused on single-family homes in the Midwest and Southeast.

Shmuel Cohen

Shmuel is responsible for asset management and Israeli Investor relations. An Israeli citizen, Shmuel also owns a separate  portfolio of over 1,300 units in multifamily properties in Michigan and North Carolina. His experience as an owner and operator is an invaluable resource and he is responsible for the continued success of raising private capital in Israel for The GSH Group.

Hannan Lis

Hannan is responsible for banking, investor relations, and branding. He is an experienced real estate investor, owns several businesses, and is an active member of a prominent family office in Michigan. Hannan is president of WW Group, which holds Weight Watchers franchises for Michigan and Ontario, Canada. The company was formerly the largest franchisee in the Americas.

Track Record

GSH Group Track Record

Property City, State Asset Type Acq Date Units Purchase Price Sale Price
Cadieux Detroit, MI  Multifamily 2012 131 $900,000 $1,900,000
Greenfield Detroit, MI  Multifamily 2016 99 $1,750,000 $2,424,500
Cornerstone Apartments Detroit, MI  Multifamily 2016 476 $8,900,000 $12,025,000
Chapel Oaks Apartments Fort Wayne, IN Multifamily 2017 320 $7,500,000 $10,500,000
Holcomb, Chicago, Collage, & Jefferson Detroit, MI  Multifamily 2012 210 $2,450,000 $3,645,000 (1)
Whittier & Morang Detroit, MI  Multifamily 2012 44 $460,000 Under Management
Chapel Court Detroit, MI  Multifamily 2013 184 $2,090,000 Under Management
Pallister Detroit, MI  Multifamily 2016 187 $7,400,000 Under Management
Marina Bay Gibraltar, MI Multifamily 2016 137 $4,900,000 Under Management
Wakefield Apartments Southfield, MI Multifamily 2017 67 $7,200,000 Under Management
Ridge Pointe Apartments Conover, NC Multifamily 2017 160 $11,000,000 Under Management
Holiday Garden Apartments Mount Clemens, MI Multifamily 2017 64 $2,575,000 Under Management
Eastland Village Harper Woods, MI Multifamily 2017 408 $21,750,000 Under Management
Utica Square Apartments Roseville, MI Multifamily 2018 266 $11,000,000 Under Management
Barwin Place Mount Clemens, MI Multifamily 2018 48 $2,100,000 Under Management
Birch Hill Apartments Westland, MI Multifamily 2018 173 $10,650,000 Under Management
Hoover Square Warren, MI Multifamily 2018 342 $18,950,000 Under Management
Colony Club Bedford, OH Multifamily 2019 588 $35,515,200 Under Management
Louis Apartments Detroit, MI  Multifamily 2019 28 $962,000 Under Management
Pickford Apartments Detroit, MI  Multifamily 2019 35 $1,122,500 Under Management
Stacey Ann Apartments Detroit, MI  Multifamily 2019 49 $1,565,500 Under Management
Polo Club Marshall, MI Multifamily 2019 80 $3,400,000 Under Management
The Loop On Greenfield Oak Park, MI Multifamily 2019 717 $59,700,000 Under Management
Glengarry Park Waterford, MI Multifamily 2020 300 $22,650,000 Under Management
Foote Hills Grand Rapids, MI Multifamily 2020 182 $24,950,000 Under Management
BLVD West Apartments(2) Lansing, MI Multifamily 2021 144 $23,000,000 Under Management
The Landings on East Hill(2) Grand Blanc, MI Multifamily 2021 148 $14,800,000 Under Management
Veridian Castleton(2) Indianapolis, IN Multifamily 2021 398 $44,500,000 Under Management
Laurel Pines(2) Laurel, MD Multifamily 2021 235 $38,250,000 Under Management
The Orion Lake Orion, MI Multifamily 2021 200 $27,375,000 JV-Under Management
The Preserve at Spring Lake(2) Altamonte Springs, FL Multifamily 2021 320 $62,800,000 Under Management
The Meadows at Capitol Heights Capitol Heights, MD Multifamily 2021 272 $49,100,000 Under Management
Sherwood Oaks Riverview, FL Multifamily 2021 199 $35,000,000 JV-Under Management
The Meadows at Canton(2) Canton, MI Multifamily 2021 736 $125,715,000 Under Management
The Meadows at Farmington Hills(2) Farmington Hills, MI Multifamily 2021 424 $81,350,000 Under Management
Total       8,333 $773,580,200  

(1) Holcomb, Chicago, Collage, and Jefferson were a portfolio acquisition totaling 210 units in 2012. Holcomb, which makes up 90 of the 210 total units, was sold for $3,645,000. All of the other properties are still under management.

(2) JV Equity raised through RealtyMogul Platform.

The above bios and track record were provided by GSH Group and have not been independently verified by RealtyMogul.

Business Plan

The Real Estate Company plans to complete an interior and exterior renovation to realize the full potential of the Property. The Orlando market has a diverse economy aside from being a major international hospitality and tourism destination. This diverse economy and healthy population growth should allow for robust rental income growth at the Property. The location offers proximity to all major employment centers in the CBD and the far north side of the Orlando area. Access is further enhanced by the $2.3 billion road improvements to the adjacent I-4 that are nearly complete. I-4 carries upwards of 172,000 vehicles per day just south of the Property. 

The proposed value-add program consists of unit renovations, exterior improvements, and amenity upgrades. The Real Estate Company will invest over $3.8 million in capital improvements. The interior renovations consist of upgrading floors, installing granite countertops, kitchen backsplashes, new paint, and in-unit stackable laundry. Exterior amenity improvements will include two new fitness centers, a resident lounge, exterior paint in Phase I units, exterior lighting, electrical, and mechanical updates. These improvements should assist with resident acquisition and retention while further differentiating the Property from area comps. 

The Real Estate Company believes current rents are below market and plans to raise NOI over $500k by year 3. This will be achieved by executing the value-add plan in order to achieve market premium rents, adjusting underpriced units to market value, and enjoying organic rental growth from the Orlando market. Once stabilized, the Real Estate Company plans on exploring a refinance of the outstanding debt on the Property and a potential return of capital to investors.  

Capex Breakdown:

  $ Amount $/Unit
Interior Renovations    
Phase I Flooring $91,000 $284
Phase II Flooring  $120,900 $378
Backsplash Phase I  $42,700 $133
Backsplash Phase II $43,050 $135
Microwave Phase II  $26,775 $84
Nest Phase II $19,200 $60
Classic Unit Renovations $60,000 $188
W/D Connections Phase I $15,000 $47
W/D Connections Phase II $141,000 $441
Stackable W/D $91,971 $287
Miscellaneous $150,000 $469
Total Interior Renovation Costs $801,596 $2,505
Exterior Renovations $ Amount $/Unit
Roofs $840,000 $2,625
Stablock Breakers $372,000 $1,163
Exterior Lighting Phase I $77,600 $243
Misc $300,000 $938
Landscaping Phase I  $75,000 $234
HVAC/Condensers $100,000 $313
Paint Phase I  $250,000 $781
Gym Equipment $45,000 $141
Clubhouse Community Room  $40,000 $125
Gym Building 1 $160,000 $500
Gym Building 2 $180,000 $563
Paint Phase II Hallways $130,000 $406
Pigtail  $22,000 $69
Parking Lot Resurface $82,000 $256
Total Exterior Renovation Costs $2,673,600 $8,355
Total Renovation Contingency $347,520 $1,086
Grand Total $3,822,716 $11,946
Property Details

The Preserve at Spring Lake (the "Property") is a 320-unit multifamily community located in a suburb of Orlando. The Property provides access to major regional employers and retailers as well as convenient linkages to public transportation.  The Orlando market is one of the fastest-growing cities in the United States and supports a diverse economy outside of the tourism and hospitality industries. The Property offers resort-style living for tenants with five onsite swimming pools and a low-density site plan. The business plan should capture rental premiums through market rent adjustments, execution of an interior and exterior renovation plan, and organic rental growth in the Orlando market.

Unit Mix

Unit Type # of Units Avg SF/Unit Avg Rent (In-Place)* Avg Rent (Stabilized) Rent/SF (In-Place)
1x1 48 775 $1,099 $1,239 $1.60
2x1 72 950 $1,300 $1,349 $1.42
2x1.5 49 1,000 $1,264 $1,384 $1.38
2x1.5 Townhome 32 1,050 $1,422 $1,451 $1.38
2x2 44 1,100 $1,271 $1,475 $1.34
3x2 60 1,246 $1,469 $1,681 $1.35
3x2 Townhome 1 1,700 $1,810 $2,201 $1.29
4x2.5 Townhome 14 1,858 $1,809 $2,230 $1.20
Total/Averages 320 1,060 $1,328 $1,469 $1.40

*Avg Rent (In-Place) is based on current rent roll.



Lease Comparables

  The Lexington at Winter Park Springs Colony Apartments Lakeshore at Altamonte Altamonte at Spring Valley Preserve at Spring Lake (Pre-Renovation)
Year Built 1971 1986 1986 1974 1972/1974
Units 228 188 224 250 320
Average SF 802 889 996 915 1,059
Average $/SF $1.80 $1.49 $1.32 $1.24 $1.30
1 Bedroom $1,375 $1,200 $1,187 $1,052 $1,158
2 Bedroom $1,639 $1,456 $1,397 $1,194 $1,351
3 Bedroom $1,730 $1,459     $1,527

*Lease comps are based on current asking rents

Sales Comparables

Property Brickstone Maitland Highpoint Club Indigo West Signal Pointe The Crest at Altamonte Preserve at Spring Lake: Purchase
Date Dec '19 Oct '20 Mar '20 Jan '20 Dec '19 Jun '21
Submarket North Orlando North Orlando North Orlando North Orlando North Orlando North Orlando
Year Built 1998 1994 1998 1969 1986 1972/1974
Units 272 348 456 368 340 320
Sale Price $55,200,000 $69,000,000 $90,500,000 $69,888,889 $62,000,000 $62,800,000
$/Unit $202,941 $198,276 $198,465 $189,915 $182,353 $196,250
Cap Rate         4.70% 5.27%

*Please see Marketing Booklet for full details on rent & sales comparables


Market Overview

The Orlando-Kissimmee-Sanford, FL Metro Area is home to 2,608,000 people with an average household income of over $61,000. Although it's one of the world's most visited tourist destinations, Orlando maintains a high quality of life and has consistently ranked as one of America's most popular cities to live in. The region is home to a diverse economy including top employers in the hospitality, healthcare, defense, and food service industries. Some of the region's top employers include Walt Disney, Advent Health, Orlando Health, Publix, Lockheed Martin, and Darden Restaurants.

Submarket Overview

Altamonte Springs is a suburb on the north side of Orlando located in Seminole County.  The location of the property, just West of I-4, offers proximity to all of the major employers, retailers, universities, and hospitals from the CBD to the far north side of Orlando. Access is further enhanced from the $2.3 billion dollar road improvements to I-4 that are nearly complete. I-4 carries upwards of 172,000 vehicles per day just south of the subject property. 


Sources & Uses

Total Capitalization

Sources of Funds $ Amount $/Unit
Senior Loan $53,650,000 $167,656
GP Investor Equity $2,756,000 $8,613
LP Investor Equity $15,579,000 $48,684
Total Sources of Funds $71,985,000 $224,953
Uses of Funds $ Amount $/Unit
Purchase Price $62,800,000 $196,250
Transactional Costs(1) $1,163,000 $3,634
Acquisition Fee $1,256,000 $3,925
Closing & Due Diligence $1,135,000 $3,547
Tax and Insurance Reserve $858,000 $2,681
Initial CapEx Plan Funds $3,475,000 $10,859
CapEx Contingency (10%) $348,000 $1,088
Working Capital & CapEx Reserves $950,000 $2,969
Total Uses of Funds $71,985,000 $224,953

Please note that The GSH Group's equity contribution may consist of friends and family equity and equity from funds controlled by The GSH Group. 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 Transactional Costs and is intended to be capitalized into the transaction at the discretion of the Manager.

Debt Assumptions

The expected terms of the debt financing are as follows:

  • Lender: MF1 Capital, LLC
  • Term: 3 Years
  • Loan-to-Cost: 75%
  • Estimated Proceeds: $53,650,000
  • Interest Type: Floating
  • Spread Above One-Month LIBOR: 3.35%
  • Interest-Only Period: Term of the Loan
  • Amortization: N/A
  • Loan Fees: 1.0% to Lender, 0.5% to Broker
  • Extension Requirements: Two 12-month extension terms available if:
    1) Borrower gives 30-day advance notice
    2) Payment of an extension fee equal to 0.25% of Principal amount
    3) Minimum debt yield of 7% for first extension and 7.5% for second extension.
    4) Borrower must have completed renovation plan substantially in accordance with renovated schedule
    5) Purchase of an acceptable rate cap for the extension term at a strike rate that results in a DSCR of not less than 1.0.

Modeled Refinance:

  • Refinance Date: 7/1/2024
  • Lender: Fannie Mae
  • Term: 10 Years
  • Estimated Proceeds: $59,340,359
  • Interest Type: Fixed
  • Annual Interest Rate: 4.25%
  • Interest-Only Period: 5 Years
  • Amortization: 30 Years

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.


The GSH Group intends to make distributions from Preserve Domestic Investors, LLC as follows:

  1. To the Investors, pari passu, all operating cash flows to a 9.5% preferred return;
  2. 65% / 35% (65% to Investors / 35% to Promote) of excess cash flow thereafter. 

The GSH Group intends to make distributions to investors after the payment of both company's liabilities (loan payments, operating expenses, and other fees as more specifically set forth in the LLC agreements, in addition to any member loans or returns due on member loan).

Distributions are expected to start in December 2021 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of The GSH Group, who may decide to delay distributions for any reason, including maintenance or capital reserves.

Cash Flow Summary
    Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Effective Gross Revenue   $5,441,569 $5,893,655 $6,265,532 $6,524,630 $6,795,529 $7,016,309 $7,244,219
Total Operating Expenses   $2,281,928 $2,381,865 $2,437,122 $2,489,878 $2,543,888 $2,597,312 $2,651,885
Net Operating Income   $3,159,641 $3,511,790 $3,828,410 $4,034,752 $4,251,641 $4,418,997 $4,592,334
Project-Level Cash Flows
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Net Cash Flow -$18,335,000 $1,335,404 $1,524,946 $6,337,569 $1,452,294 $1,513,765 $1,676,705 $35,456,494
Investor-Level Cash Flows*
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Net Cash Flow -$9,000,000 $565,502 $658,542 $3,020,887 $622,880 $653,053 $733,035 $14,964,954
Investor-Level Cash Flows - Hypothetical $50,000 Investment*
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Net Cash Flow -$50,000 $3,142 $3,659 $16,783 $3,460 $3,628 $4,072 $83,139


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.*Returns are net of all fees including RM Admin's 1.0% administrative services fee. 



Certain fees and compensation will be paid over the life of the transaction; please refer to The GSH Group'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 2.0% of Purchase Price GSH Group, LLC Capitalization
Refinance Fee 1.0% of Loan Proceeds GSH Group, LLC Capitalization
Sales Broker Fee(4) 2.0% of Acquisition Cost GSH Group, LLC or an Affiliate Sales Proceeds
Recurring Fees:
Type of Fee Amount of Fee Received By Paid From
Asset Management Fee 2.0% of EGI GSH Group, LLC Operations
Administrative Services Fee 1.0% of Equity* RM Admin(3) Cash Flow

*Only applies to equity raised through the RealtyMogul Platform

(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 Preserve Domestic Investors, LLC 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.

(4) If the Manager or an Affiliate is acting as a sales broker in connection with any Purchase Transaction or Sale Transaction with a bonafide third-party seller or purchaser that is not an Affiliate of the Manager, brokerage fees equal to two percent (2%) of the gross acquisition cost of the Investment Asset, payable upon consummation of the Purchase Transaction or Sale Transaction. For avoidance of doubt, a disposition fee will not be a Permitted Fee, and will not be paid to the Manager or any of its Affiliate


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.

All investing activities risk the loss of capital. There can be no assurance that investors will not suffer significant losses. No guarantee or representation is made that investment objectives of the Investment Entity will be achieved. You should not subscribe to purchase interests in the Investment Entity unless you can readily bear the consequences of such loss.

Interests in the Investment Entity are listed on the RealtyMogul Platform. RealtyMogul receives fees from the Sponsor or the Investment Entity partially based on the number of investors investing in such Investment Entity through the RealtyMogul Platform. This arrangement could create a conflict of interest between RealtyMogul and investors.



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