FORMALIZED DUE DILIGENCE PROCESS 
Sponsors

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Confidentiality Agreement
To access the Sponsor’s private offering documents for this investment, you must first acknowledge and agree to the below.
By clicking the ‘I Agree’ button below:
Completed Equity
Estimated Hold Period 8 Years
Estimated First Distribution 2/2022
FUNDED 100%
...
View Our Due Diligence Process
Investment Returns: Discerning investors don't rely on a single projected return metric as a basis to invest. Rather, when assessing a potential investment, we encourage you to evaluate all information provided by a sponsor including the business plan, assumptions, and risk factors which can be found in the relevant offering documents. This approach is consistent with our requirements as a broker-dealer, which prohibit us from communicating projected returns.
Offered By
Valiance Capital
Investment Strategy Value-Add
Investment Type Equity
Minimum Investment 35000
Overview
Trails at 2112 is a value-add repositioning of a 97-unit, garden-style suburban apartment community located 90 minutes from the San Francisco Bay Area in the heart of the California Central Valley in Modesto.
Risk Adjusted Returns

Trails at 2112 offers a significant return profile relative to the risks of the investment. Since acquiring the Property in January 2021, the Sponsor has fully renovated approximately 50% of the units.  Construction risk continues to drive down every month as they complete 10-12 renovations each month with a targeted completion date of December 2021.  Although the Property is subject to California rent control regulations, the tenancy risk continues to decline with the successful execution of the tenancy relocation plan. Over 90% of tenants have already accepted the transfer/renewal program. Market risk is diminishing as the Sponsor has successfully been able to achieve market rents that have surpassed their original proforma rents. 

Market

The Project has been a benefactor in the flight to affordability. Multifamily demand in the Modesto MSA has statistically proven to be resilient, market tested against both the ‘08 Great Financial Crisis and the COVID-19 Pandemic, with strong market dynamics due to an increasing desire for affordability in California housing. The submarket has been a benefactor of the current flight to suburbia, a strong workforce grounded in essential services, strong occupancy & collections, and overall strong market fundamentals.

Severe Supply Constraint

The Property offers a mid-level luxury apartment product which represents just 5% of the current housing stocking in Modesto.  The Property provides a highly desirable product that focuses on the unmet demand in the marketplace. A limited supply of new product and future delivery projections support the expectation for continued high occupancies and rent increases. During the past 12 months, absorption outpaced deliveries in Modesto. Only 100 new units were delivered (161 were absorbed). Aside from the new 100 units, there has not been any new construction of market-rate multifamily housing over the past 10 years. Furthermore, according to the Building Permits Survey (US Census), as of September 2020, year-to-date, there were no multifamily building (3+ units) permits pulled in Modesto.  

Property at a glance
# of Units 97
# of Buildings 12
Year Built 1985
Current Occupancy 92%
Parking Ratio 1.97 Per Unit
Acquisition Price $17,550,000
Investment Highlights
The Property is a premium suburban garden-style apartment community with spacious units and amenities spread across 12 buildings and over 5.32 acres.
Having acquired the Property in Jan 2021, the Sponsor has already executed nearly 50% (47 units) of its renovation plan and is expected to complete it ahead of schedule by Dec 2021.
The Sponsor is already proving the business plan by surpassing proforma market rents by nearly 14% to date and continues to trend upward.
The Property was acquired substantially below replacement costs.
Investors have the unique opportunity to invest at the same price as January 2021 with no mark-up.
Management
Cumulative Distributions

Valiance Capital

From the discovery and acquisition of dislocated market opportunities in high-demand, high-growth areas, to aesthetic upscale renovations and hospitality-driven property management; there’s a lot that goes into Valiance Capital's proven approach to multifamily real estate investing. To put it plainly, they seek to add value at every step of the investing process, no matter how seemingly insignificant the opportunity. This is what makes their properties so attractive to their residents, and in the end, what’s good for their residents is good for their business.

With a single-minded focus on achieving high risk-adjusted returns, Valiance Capital has engineered a vertically integrated approach to real estate investing through their family of companies: Valiance Capital, Bruno Construction, Inc., and The Berkeley Group. This synergy allows them to efficiently capitalize on undervalued opportunities in rapidly expanding, supply-constrained markets with highly-educated and highly-paid populations. Ultimately, their capital partners and stakeholders benefit from this exceptional efficiency, accelerating and amplifying their returns.

https://valiancecap.com/
  • Nhan Nguyen Le
    Managing Principal
  • Winston Lee
    Principal
Nhan Nguyen Le
Managing Principal

Mr. Nhan Nguyen Le is the CEO and Managing Principal of Valiance Capital, a commercial real estate private equity firm focusing on Student Housing and Multifamily assets. He leads the firm’s strategic vision, planning, investment decisions, and manages all aspects of the firm’s operations. With over 12 years of real estate investment experience and a track record of 30 principal-sponsored, value-add, and opportunistic transactions, he has grown a current portfolio of operating assets to a market value in excess of $180 million.

Throughout his career, Mr. Nguyen Le has actively participated as a principal sponsor or general partner and has built several operating companies and successful investment portfolios. Prior to Valiance, Mr. Nguyen Le was a co-founder and managing partner of Tesseract Capital Group, a commercial real estate private equity company. He is also the founder and key principal of The Berkeley Group, a real estate property management company specializing in Student Housing and Multifamily rental properties. Mr. Nguyen Le holds a California real estate license, Certified Commercial Investment Member (CCIM) designation, and LEED Green certification.

Winston Lee
Principal

Mr. Winston Lee is a Principal at Valiance and brings over 16 years of real estate development and structured finance experience to the team. Having closed over $650MM in transactions, from debt placements, equity capital raises, and JV equity structures, Mr. Lee brings a multi-faceted depth of experience in support of the firm’s strategy, investment decisions, construction management, operations, and the overall execution of our opportunistic investments.

Prior to joining Valiance, Mr. Lee started his career on the principal and lender side of the business, where he brings extensive acquisition and development experience in retail, multi-family, and office properties while working for a privately held boutique real estate firm. His entrepreneurial experience includes being a senior member on a 21-acre mixed-use development in Riverside, CA, a repositioned shopping center in Palmdale, CA, and 139-units of ground-up luxury apartments across 4-projects in Los Angeles, CA

On the lender side, Mr. Lee served as a Corporate Banking Officer for Comerica Bank in their Real Estate Group, where he financed construction and land development loans for many of LA’s largest real estate developers. In addition to his real estate experience, Mr. Lee was a successful start-up founder of a consumer product and brand where he grew annual sales to $2.5MM and gained distribution into over 1,000 stores including, Costco, Target, and Whole Foods. Mr. Lee’s unique background adds a valuable perspective to the team and is a positive influence on our company principles and culture.

Mr. Lee earned a Bachelor of Arts in Economics from the University of California, Los Angeles (UCLA), and a Master of Real Estate Development (MRED) from the University of Southern California (USC). He also holds a California real estate license. Mr. Lee currently resides in Oakland, CA.

Track Record

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

Thesis:

Trails at 2112 is a 1980’s vintage property with significant upside potential to capture unmet demand in the mid-level luxury category. Out of ~15,000 available housing units, only 100 new apartments were delivered in the last 10 years. Higher-end product is virtually nonexistent, and roughly 95% of the inventory is 1,2 & 3-star product. Further, the market is benefiting from a flight to affordability, and while there is land available to develop, the cost to construct new housing has proven to be difficult to pencil, thereby limiting new supply even more.  Market demand is strong. Vacancy has remained low, and rents have been rising even through COVID-19.

Opportunity:

The Sponsor's strategy is to reposition the entire Property to provide a highly desirable product that can command market rents that are 31.4% higher than current levels. Capital investment will be deployed to rebrand the Property with enhancements to the curb appeal, existing amenities, and the installation of new amenities. The exterior upgrades will also coincide with a full interior renovation of all 97 units. The finishes will be superior compared to nearby communities, and key interior scope items will include:

  • New LVP Flooring
  • Recessed Lighting
  • New Quartz Countertops
  • New Vanities and Refinished Cabinets
  • New Bathroom & Kitchen finishes
  • New Stainless-Steel Appliances

Since the Sponsor's acquisition in January 2021, nearly 50% of the renovations have been completed, and the expected stabilization timeline has been cut in half, down from 24 months to now only 11 months.  To date, all residents except for one have accepted to relocate, renew, or transfer within the Property, thereby solidifying the execution plan. The market has continued to show positive trends, and the Project is achieving rents above proforma with units leasing within one week of it being advertised.

The Sponsor intends to optimize a tax strategy called Cost Segregation to immediately accelerate the depreciation of the building and once stabilized, will accelerate depreciation of the Sponsor's capital expenditure. Based on an initial analysis, the cost segregation is expected to return $1.05 in tax shelter losses for every $1.00 invested.

Furthermore, through the increase in rental income upon stabilization, the Sponsor expects to execute an additional 59.8% cash-out refinance distribution in Year 2 through a supplemental loan with Fannie Mae, thereby returning a significant 63.5% cumulative return of original equity back to the Partnership over 2 years.

Summary:

In summary, an investment in Trails at 2112 represents a fantastic opportunity to generate a high cash on cash return of 11.6%, a 63.5% return of original equity over the first two years, and a stable cash flow generating investment return of 16.0% IRR over the proposed 8-year hold period. Given that the acquisition cost is significantly below replacement cost, there is a healthy margin of safety with a high return profile relative to the risks.  Even the Sponsor's Year 8 exit price is below today’s replacement cost, which further supports their compelling investment thesis.  

CapEx Breakdown

Hard Costs      
Exterior Amount Per Unit Per SQFT
Branding & Signage $10,000 $103 $0.12
Security Gate Entrance System $25,000 $258 $0.29
WIFI Fiber Optics System $134,370 $1,385 $1.58
Security Cameras $10,000 $103 $0.12
Amazon Locker $17,150 $177 $0.20
Dog Park $22,960 $237 $0.27
BBQ Patio Areas  $10,000 $103 $0.12
Gym Renovation $16,744 $173 $0.20
Pool Area Improvements $24,000 $247 $0.28
Community Mural $7,500 $77 $0.09
Landscaping & Hardscape $49,650 $512 $0.58
Exterior Painting $38,800 $400 $0.46
Asphalt Repairs $25,000 $258 $0.29
Tree Trimming $15,000 $155 $0.18
Stair Repairs $1,500 $15 $0.02
Concrete Repairs $10,000 $103 $0.12
Exterior Lighting $12,000 $124 $0.14
Contingency $41,236 $425 $0.49
Exterior Total $470,910 $4,855 $5.54
       
Interior Amount Per Unit Per SQFT
1x1 Renovated Units $442,746 $4,564 $5.21
2x2 Renovated Units, Open Concept $1,347,146 $13,888 $15.86
Non-Renovated 2x2 $175,794 $1,812 $2.07
Total Interior $1,965,687 $20,265 $23.14
       
Total Hard Costs $2,436,597 $25,120 $28.68
       
Soft Costs Amount Per Unit Per SQFT
City Permit Fees $7,000 $72 $0.08
Marketing, Staging, Photography $15,000 $155 $0.18
Operational Costs $9,874 $102 $0.12
Tenant Buyouts $25,000 $258 $0.29
Engineering $9,900 $102 $0.12
General Goods $5,000 $52 $0.06
Onsite Storage $2,478 $26 $0.03
Soft Cost Contingency $3,200 $33 $0.04
Construction Fee $125,702 $1,296 $1.48
Total Soft Costs $203,154 $2,094 $2.39
       
Grand Total $2,639,751 $27,214 $31.08

 

Summary

Property Information

Built in 1985, Trails is a two-story garden style apartment community spread across 12 residential buildings on 5.32 acres.  Designed with a great unit mix of spacious one-bedroom and two-bedroom floor plans, the Sponsor sees an opportunity in the market to renovate and deliver superior upgrades to capture unmet demand in the mid-level luxury category of apartment homes. Secured to purchase at $17,750,000—a price below replacement cost, Trails at 2112 represents an opportunity to generate a high cash on cash return of 11.6%, a 63.5% return of original equity within the first 2 years, and a stable cash flow generating investment return of a 16.0% IRR over the proposed 8-year hold period.

Unit Type # of Units Avg SF/Unit Avg Rent
(In-Place)
Avg Rent
(Stabilized)
Rent per SF
Studio 1 550 $1,015 $1,400 $2.55
1x1 28 707 $1,253 $1,650 $2.33
2x2 68 950 $1,419 $1,850 $1.95
Total/Averages 97 876 $1,265 $1,674 $1.91
Comparables

Lease Comparables

  Allure at 2920 Brooks Landing The Marc at 1600 Summerview Apartments Live Oak* The Villas at Villagio* Trails at 2112
Address 2920 Healthcare Way 3055 Floyd Ave 1600 Standiford Ave 3601 Prescott Rd 1900 Oakdale Rd 2920 Floyd Ave  
Year Built 2020 2005 1989 1988 1988 2009 1985
Units 100 231 100 136 328 240 97
Average Rental Rate $1,931 $1,901 $1,860 $1,835 $1,648 $1,726 $1,792
Average SF 725 977 799 813 761 774 825
Average $/SF $2.66   $1.95   $2.33   $2.26   $2.17   $2.23 $2.17
               
# Units (1x1) 48 67 50 68 160 72 28
$ (1x1) $1,795 $1,846 $1,775 $1,725 $1,489 $1,595 $1,650
SF (1x1) 679 786 682 700 680 707 550
$/SF (1x1) $2.64   $2.35   $2.60   $2.46   $2.19   $2.26 $3.00
               
# Units (2x2) 40 164 50 68 168 136 68
$ (2x2) $2,095 $1,924 $1,945 $1,945 $1,799 $1,795 $1,850
SF (2x2) 997 1,055 915 925 838 992 950
$/SF (2x2) $2.10 $1.82 $2.13 $2.10 $2.15 $1.81 $1.95
               
Distance to Subject 5.3 miles 1.2 miles 3.5 miles 4.1 miles 0.5 miles 0.9 miles  
Notes         *Unrenovated Property *Unrenovated Property  

Acquisition Comparables

  The Edge at Lakewood Sedona Park Lakewood The Marc at 1600 Summerview Apartments Cameron Villa Chardonnay Ridge Trails at 2112
Date Apr '21 Jan '19 Dec '20 Feb '20 Apr '20 Feb '19 Jun '19 Jan '21
Submarket East Stanislaus East Stanislaus East Stanislaus East Stanislaus East Stanislaus East Stanislaus East Stanislaus East Stanislaus
Year Built 1985 1987 1985 1989 1988 1977 1979 1985
SF 153,328 43,176 97,180 79,982 115,752 61,200 85,900 84,946
Units 196 42 116 100 136 68 116 97
Average SF 782 1,028 838 800 851 900 741 825
Sale Price $33,300,000 $7,950,000 $20,880,000 $16,500,000 $22,191,250 $10,250,000 $16,500,000 $17,550,000
$/Unit $169,898 $189,286 $180,000 $165,000 $163,171 $150,735 $142,241 $180,928
$/SF $217 $184 $215 $206 $192 $167 $192 $207
Cap Rate 5.77% 5.79% 6.07% 5.16% 5.16% 4.00% 6.76% 6.18%
Distance from Subject (mi.) 2.0 Miles 4.8 Miles 1.4 Miles 3.5 Miles 4.1 Miles 1.8 Miles 0.9 Miles  

Please refer to the Project Summary in the Documents section for more details on comparables.

 

Location Information

Market Overview

Central California is home to some of the most productive agricultural land in the country and produces nearly 25% of the nation's food supply. At an estimated production value of $17 billion per year, the region and local economy has been built around this core industry, and its continued production is what drives local jobs and employment, located just 20 minutes from Modesto.

Beginning in early May 2020, California permitted certain essential businesses to begin reopening. Modesto’s essential job employment sectors benefited from this and are the reason why Modesto is experiencing positive trends in high rent collections, increasing rents, and extremely low vacancy. Additionally, there is news that Amazon is opening a major fulfillment center of over 1.0 million square feet that will employ 1,000 workers in the neighboring city of Turlock, located just 20 minutes from Modesto.

Submarket Overview

The average Modesto multifamily rents are meaningfully lower than high cost urban cities of the San Francisco Bay Area, whose rents are 2.1x Modesto rents. Due to the pandemic, many sectors have transitioned to remote work, accelerating outflow from high rent centers like San Francisco and inflow to low rent centers like Modesto. This trend is evidenced by high vacancy rates in high rent centers like San Francisco (10.0%) and low vacancy rates in low-cost centers like Modesto (2.0%) during the pandemic. In Q4 2020, the submarket saw a 5.0% increase in market rents. In Q1 2021, the submarket saw an additional 5.7% increase in market rents. 

Cap Stack
Sources & Uses

Total Capitalization

Sources of Funds $ Amount $/Unit
Debt $13,065,000 $134,691
GP Investor Equity $1,850,000 $19,072
LP Investor Equity $5,850,000 $60,309
Total Sources of Funds $20,765,000 $214,072
     
Uses of Funds $ Amount $/Unit
Purchase Price $17,550,000 $180,928
Closing Costs(1) $499,908 $5,154
Interest & Cash Reserves $75,341 $777
Soft Costs $203,154 $2,094
Hard Costs $2,436,597 $25,120
Total Uses of Funds $20,765,000 $214,072

The Sponsor’s equity contribution may consist of friends and family equity and equity from funds controlled by the Sponsor.

(1) RM Technologies, LLC, an affiliate of RealtyMogul, operates the RealtyMogul Platform.  RM Technologies, LLC charges a fixed, non-percentage-based fee for real estate companies and their sponsors to use the Platform and for Platform-related services.  Please see the Fees and Disclaimers sections below for additional information concerning fees paid to RM Technologies, LLC. 

Debt Assumptions

The expected terms of the debt financing are as follows:

  • Lender: Fannie Mae
  • Term: 144 Months
  • Loan to Value: 62.9%
  • Estimated Proceeds: $13,065,000
  • Interest Type: Fixed
  • Annual Interest Rate: 4.42%
  • Interest-Only Period: 34 Months
  • Amortization: 30 Years
  • Prepayment Terms: YM through 4/30/2029
  • Extension Requirements: None

Supplemental Loan:

  • Lender: Fannie Mae
  • Term: Coterminous
  • Estimated Proceeds: $5,177,663
  • Interest Type: Fixed
  • Annual Interest Rate: 4.59%
  • Interest-Only Period: 0 Months
  • Amortization: 30 Years

There can be no assurance that the Sponsor will secure debt on the rates and terms noted above, or at all.  All of the Sponsor’s estimated 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 risk of loss.  If the Sponsor were unable to pay the payments on the borrowed funds (called a "default"), the lender might foreclose, and the Sponsor could lose its investment in its property.

Distributions

Valiance Capital intends to make distributions from RM 2112 Trails LLC as follows:

  1. To the Investors, pari passu, all operating cash flows to an 8.0% preferred return;
  2. 80% / 20% (80% to Investors / 20% to Promote) of excess cash flow to a 15% preferred return; 
  3. 65% / 35% (65% to Investors / 35% to Promote) of excess cash flow to a 20% preferred return; 
  4. 50% / 50% (50% to Investors / 50% to Promote) of excess cash flow thereafter. 

Valiance Capital 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 February 2022 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of Valiance Capital, who may decide to delay distributions for any reason, including maintenance or capital reserves. Valiance Capital will receive a promote as indicated above, and a portion of this promote may be received by RM Admin, LLC for administrative services.

Cash Flow Summary
    Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
Effective Gross Revenue   $1,599,782 $1,989,627 $2,132,456 $2,191,582 $2,252,349 $2,314,801 $2,378,987 $2,238,569
Total Operating Expenses   $598,077 $624,330 $633,005 $646,118 $659,506 $673,175 $687,130 $642,246
Net Operating Income   $1,001,705 $1,365,297 $1,499,451 $1,545,464 $1,592,843 $1,641,627 $1,691,857 $1,596,323
                   
Project-Level Cash Flows
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
Net Cash Flow ($7,700,000) $283,431 $4,919,715 $327,878 $282,415 $324,115 $369,253 $415,754 $10,521,593
 
Investor-Level Cash Flows*
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
Net Cash Flow ($3,000,000) $18,793 $1,886,772 $97,745 $80,032 $96,279 $113,865 $131,982 $3,514,198
 
Investor-Level Cash Flows - Hypothetical $50,000 Investment*
  Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
Net Cash Flow ($50,000) $313 $31,446 $1,629 $1,334 $1,605 $1,898 $2,200 $58,570

*Returns are net of all fees.  Such Fees include fees paid to RM Admin, an affiliate of RealtyMogul, who charges an annual fixed administrative fee for providing certain ongoing administrative services to the Sponsor.  Please see the Fees and Disclaimers sections and Disclaimers sections below for additional information concerning fees paid to RM Admin. 

RM Technologies, LLC and its affiliates does not provide any assurance of returns.  The content on this Page, including Sponsor’s pro forma projections, was provided by the Sponsor or an affiliate thereof.  Although RM Technologies, LLC believes the Sponsor reliably produced this content, RM Technologies, LLC makes no representations or warranties as to the accuracy of such information and accepts no liability therefor.  The assumptions and projections included in the content on this Page, including the Sponsor’s pro forma projections, are not reflective of the position of RM Technologies, LLC or any other person or entity other than the Sponsor or its affiliates.  There can be no assurances that all or any of the Sponsor’s assumptions will be true, that actual performance will bear any relation to these hypothetical illustrations, or that the Sponsor’s investment objectives will be achieved.  For additional information concerning the Sponsor’s assumptions and projections, and the significant risks involved in investing in real estate, please see the Disclaimers section below. 

 

Fees

Certain fees and compensation will be paid over the life of the transaction; please refer to Valiance Capital'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 Notes
Completion Distribution 2.00% of Stabilized Appraised Value Valiance Capital Refinance Proceeds  
Construction Management Fee 5.00% of Total CapEx  Bruno Construction Partnership Affiliate to Valiance Capital
         
Recurring Fees:
Type of Fee Amount of Fee Received By Paid From Notes
Asset Management^ 2.25% of EGI Valiance Capital Partnership  
Administrative Services Fee 1% of Equity* RM Admin(3) RM Distributions  

*Only applies to equity raised through the RealtyMogul Platform

^Asset management fee is 5% of EGI, however, property management fee (2.75% of EGI) must be paid from asset management fee. Asset management is projected at 2.25% of EGI for illustrative purposes.

An acquisition fee of 1.75% of the purchase price was paid to Sponsor in January 2021, which is capitalized in the transaction. 

(1) Fees may be deferred to reduce impact to investor distributions.

(2) RM Technologies, LLC, an affiliate of RealtyMogul, operates the RealtyMogul Platform.  RM Technologies, LLC charges a fixed, non-percentage-based fee for real estate companies and their sponsors to use the RM Technologies, LLC’s proprietary Platform and receive Platform-related services.  An estimate of this fee is included in the Closing Costs above and is intended to be capitalized into the transaction at the discretion of the Sponsor.  The Platform fees received by RM Technologies, LLC are disclosed in the relevant operating agreement(s).  RM Technologies LLC’s receipt of Platform fees creates a conflict of interest between RealtyMogul and its affiliates, and investors or prospective investors.

(3) RM Admin, an affiliate of RealtyMogul, charges an annual fixed administrative fee for providing certain ongoing administrative services to the Sponsor.  RM Admin’s administrative services and fees are disclosed in the relevant operating agreement(s). RM Admin’s receipt of administrative fees creates a conflict of interest between RealtyMogul and its affiliates, and investors or prospective investors.

The following offering documents have been prepared and are being delivered by the Sponsor of this investment opportunity, and not by RM Securities, LLC. RM Securities, LLC and its associated persons did not assist in preparing, do not explicitly or implicitly adopt or endorse, and are not otherwise responsible for, the Sponsors offering documents posted below or any content therein.
RM Securities, LLC and its Affiliates Compensation

RM Securities, LLC, its registered representatives, affiliates, associated persons, and personnel of its affiliates who may also be associated with it, including our associated persons and personnel of our affiliates who are also be associated with RM Securities, LLC (it (“RM Securities,” “we,” “our,” or “us”) will receive fees, expense reimbursements, and other compensation (“Fees”) from the issuer of this investment offering, its sponsor, or an affiliate thereof (“Sponsor”), or otherwise in connection with Sponsor’s offering. The Fees paid to us are in addition to other fees you will pay to Sponsor or in connection with Sponsor’s investment offering. You will pay Fees to Sponsor, either directly or indirectly as an investor in the Sponsor’s offering. Sponsor will use the Fees you pay, as well as funds you invest in the relevant offering, to compensate us. The Fees paid to us will directly or indirectly be borne by you as the investor (typically, but not always, in the form of an expense of the Sponsor’s offering in which you invest) because such Fees will reduce the proceeds available for distribution to you and reduce the amount you earn over time.

For more information on the Fees paid to us, or any other Fees you will pay in connection with Sponsor’s offering, please carefully review the Sponsor’s Investment Documents. Please also carefully review RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.

No Approval, Opinion or Representation, or Warranty by RM Securities, LLC

Sponsor has provided, approved, and is solely responsible in all aspects for the information on this webpage (“Page”), including Sponsor’s offering documentation, which may include without limitation the Private Placement Memorandum, Operating or Limited Partnership Agreement, Subscription Agreement, the Project Summary and all exhibits and other documents attached thereto or referenced therein (collectively, the “Investment Documents”). The Investment Documents linked on this page have been prepared and posted by Sponsor, and not by RM Securities. We did not assist in preparing, do not adopt or endorse, and we are not otherwise responsible for, the Sponsor’s Investment Documents. We make no representations or warranties as to the accuracy of information on this Page or in the Sponsor’s Investment Documents and we accept no liability therefor. No part of the information on this Page or in the Sponsor’s Investment Documents is intended to be binding on us.

Sponsor’s Information Qualified by Investment Documents

The information on this Page is qualified in its entirety by reference to the more complete information about the offering contained in the Sponsor’s Investment Documents. The information on this Page is not complete and subject to change at the Sponsor’s discretion at any time up to the closing date. The Sponsor’s Investment Documents and supplements thereto contain important information about the Sponsor’s offering including relevant investment objectives, the business plan, risks, charges, expenses, and other information, which you should consider carefully before investing. The information on this Page should not be used as a basis for an investor’s decision to invest.

Risk of Investment

This investment is speculative, highly illiquid, and involves substantial risk. There can be no assurances that all or any of Sponsor’s assumptions, expectations, estimates, goals, hypothetical illustrations, or other aspects of Sponsor’s business plans (“Assumptions”) will be true or that actual performance will bear any relation to Sponsor’s Assumptions, and no guarantee or representation is made that Sponsor’s Assumptions will be achieved. If Sponsor does not achieve its Assumptions, your investment could be materially and adversely affected. A loss of part or all of the principal value of your investment may occur. You should not invest unless you can readily bear the consequences of such loss. Sponsor’s Assumptions should not be relied upon as the primary basis for your decision to invest.

No Reliance on Forward-Looking Statements; Sponsor Assumptions

Sponsor is solely responsible for statements made concerning forward-looking statements and Assumptions, which apply only as of the date made, are preliminary and subject to change, and are expressly qualified in their entirety by the disclosures and cautionary statements included in Sponsor’s Investment Documents, which you should carefully review. Neither RM Securities nor Sponsor are obligated to update or revise such forward-looking statements or Assumptions to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Sponsor’s forward-looking statements and Assumptions are hypothetical, not based on actual investment achievements or events, and are presented solely for purposes of providing insight into the Sponsor’s investment objectives, detailing Sponsor’s anticipated risk and reward characteristics, and establishing a benchmark for future evaluation of actual results; therefore, they are not a predictor, projection, or guarantee of future results. You should not rely on Sponsor’s forward-looking statements as a basis to invest.

Importantly, we do not adopt, endorse, or provide any assurance of returns or as to the accuracy or reasonableness of Sponsor’s Assumptions or forward-looking statements.

No Reliance on Past Performance

Any description of past performance is not a reliable indicator of future performance and should not be relied upon as the primary basis to invest.

Sponsor’s Use of Debt

A substantial portion of the total cost of the real estate asset acquired by the Sponsor with investor funds (“Property”) will be paid with borrowed funds, i.e., debt. Sponsor’s estimated rates and terms of the debt financing are subject to lender approval, and there is no assurance that the Sponsor will secure debt at the rates and terms presented on this Page or in the Sponsor’s Investment Documents, or at all. The use of borrowed money to acquire real estate is referred to as leveraging, which can amplify losses and could result in lender foreclosure. In addition, if the debt includes a variable (or “floating”) interest rate, the total amount of interest paid over the term of the debt will fluctuate and can increase. As a result, Sponsor’s use of debt can result in a loss of some or all of your investment.

Sponsor’s Offering is Not Registered

Sponsor’s securities offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act (“Private Placement”). In addition, the offering will not be registered under any state securities laws in reliance on exemptions from state registration. Such securities (your ownership 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 Private Placements on the Platform are intended solely for “Accredited Investors,” as that term is defined in Rule 501(a) under the Securities Act.

No Investment Advice

Nothing on this Page should be regarded as investment advice (either with respect to a particular security or regarding an overall investment strategy), a recommendation, an offer to sell, or a solicitation of or an offer to buy any security. Advice from a securities professional is strongly advised to understand and assess the risks associated with real estate or private placement investments. For additional information on RM Securities’ involvement in this offering, please carefully review the Sponsor’s Investment Documents, and RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.

1031 Exchange Risk

Internal Revenue Code Section 1031 (“Section 1031”) contains complex tax concepts and certain tax consequences may vary depending on the individual circumstances of each investor. RM Securities and its affiliates make no representation or warranty of any kind with respect to the tax consequences of your investment or that the IRS will not challenge any such treatment. You should consult with and rely on your own tax advisor about the tax aspects with respect to your particular circumstances.

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