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Multifamily
Irondale at Wharton
Morris County MSA, NJ
Funded
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Irondale at Wharton
Morris County MSA, NJ
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Overview
Irondale at Wharton
Diversified Properties, LLC is developing a 60-unit Class-A multifamily community in Western Morris County, N.J., one of New Jersey's most sought-after housing markets.
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Details
For more information, view the Sponsor's Investment Memorandum.
Estimated First Distribution 1/2024
Minimum Investment 35000
Estimated Hold Period 2.5 Years
Investment Strategy Development
Investment Type Equity
# of Units 60
# of Buildings 1
Construction Completion Date 10/1/2023
Parking Ratio 2.0 Per Unit
Development Yield on Cost 5.93%
Sponsor Documents
The offering documents above have been prepared and are being delivered by the Sponsor of this investment opportunity.
DP Irondale LLC - Project Summary
DP Irondale LLC - Financial Summary
Irondale at Wharton - Investor Q&A Transcript
DP Irondale LLC - Private Placement Memorandum
DP Irondale LLC - Subscription Agreement
DP Irondale LLC - Operating Agreement
Deal Highlights
Investment Highlights
Attractive investor target internal rate of return of 20.0% and target equity multiple of 1.50x.
The Property has been vacated and the Sponsor has commenced site improvements leading to a solidified construction and lease-up timeline.
Strong apartment market fundamentals make this development Project attractive to investors and buyers of multifamily product (4.7% submarket vacancy rate and 7.9% asking rent growth over the last 12 months).
Through 2025, Northern N.J. job growth is projected to meet or exceed the national average and the current median household income well above the national average ($92,000 vs $69,000). In addition, several large employers, including AT&T, Pfizer, ExxonMobil, Novartis, Picatinny Arsenal, and St. Clare's Health System, are proximate to the site.
The site offers direct mass transit access to New York City and regional connectivity via Interstates 80, 287, and Route 46.
The Sponsor has extensive experience developing and constructing multifamily projects in New Jersey. The Sponsor has developed over 10,000 multifamily units across New Jersey, New York, Pennsylvania, Connecticut, and Maryland. Diversified Properties, LLC, recently named by NJBIZ as one of New Jersey's top 2021 developers, currently manages an existing and development pipeline totaling 4,000 residential units across 10 diverse communities.
Construction will be directly managed by the sponsor's hands-on executive team and its in-house construction management firm, Morris Construction Management, LLC. In addition, the Sponsor will manage the lease up and its affiliate, DP Property Management, LLC, will manage the Property.
Attractive investor target internal rate of return of 20.0% and target equity multiple of 1.50x.
The Property has been vacated and the Sponsor has commenced site improvements leading to a solidified construction and lease-up timeline.
Strong apartment market fundamentals make this development Project attractive to investors and buyers of multifamily product (4.7% submarket vacancy rate and 7.9% asking rent growth over the last 12 months).
Through 2025, Northern N.J. job growth is projected to meet or exceed the national average and the current median household income well above the national average ($92,000 vs $69,000). In addition, several large employers, including AT&T, Pfizer, ExxonMobil, Novartis, Picatinny Arsenal, and St. Clare's Health System, are proximate to the site.
The site offers direct mass transit access to New York City and regional connectivity via Interstates 80, 287, and Route 46.
The Sponsor has extensive experience developing and constructing multifamily projects in New Jersey. The Sponsor has developed over 10,000 multifamily units across New Jersey, New York, Pennsylvania, Connecticut, and Maryland. Diversified Properties, LLC, recently named by NJBIZ as one of New Jersey's top 2021 developers, currently manages an existing and development pipeline totaling 4,000 residential units across 10 diverse communities.
Construction will be directly managed by the sponsor's hands-on executive team and its in-house construction management firm, Morris Construction Management, LLC. In addition, the Sponsor will manage the lease up and its affiliate, DP Property Management, LLC, will manage the Property.
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Management
For more information, view the Sponsor's Investment Memorandum.
Diversified Properties, LLC - (Repeat Sponsor)

Diversified Properties, LLC is a Montville, N.J.-based residential and commercial development and management company founded in 2000, specializing in value creation through the successful execution of multifamily, office, self-storage, retail, and industrial ground-up development and redevelopment projects throughout the northeastern United States. The sponsor utilizes its substantial in-house expertise in acquisitions, architectural and engineering design, land use, entitlements, construction, leasing, sales, and property management, within an agile and scalable operational structure to capitalize on opportunities in key growth markets. Diversified Properties, LLC has developed real estate valued at over $1.5 billion and boasts a portfolio valued in excess of $500 million.

With deep experience in multifamily development and management, Diversified Properties has successfully created dozens of multifamily communities comprising over 10,000 units across N.J., N.Y., PA, MD, and CT and, today manages an existing and development pipeline spanning 4,000 residential units across 10 diverse communities.

The company’s founder, Nicholas Minoia, has also brought over 750,000 square feet of office, self-storage, retail, and industrial space to the market since 2000 and today manages a portfolio comprised of over 350,000 square feet of commercial space that is home to over 50 commercial tenants and includes approximately 1,000 residential units.

Highlighting their leadership position in N.J.’s real estate community, the sponsor was recognized as one of the state’s Leaders in Real Estate, Construction and Design by NJBIZ. Founder Nicholas Minoia was also named to NJBIZ's Power 50 in Real Estate list in 2021, 2022, and 2023, was selected as a GlobeSt Real Estate Forum Multifamily Influencer in 2021, was named a Real Estate Influencer by ROI-NJ in 2022 and 2023 and made NJBIZ’s 2023 ICON Honors list.

Sponsor Track Record
No. Property City, State Asset Type Project Status Units or SF Cost/Stabilized Value*
Built & Under Current Management
1 Summit Lane Newburgh, NY Multifamily Operating 188 Units $44,600,000
2 Summit Terrace New Windsor, NY Multifamily Operating 270 Units $61,700,000
3 Summit Court Phase 1 Union, NJ Multifamily Operating 129 Units $58,500,000
4 Summit Court Phase 2 & 3* Union, NJ Multifamily Operating 264 Units $99,900,000
5 Meadow Ridge Newburgh, NY Multifamily Operating 185 Units $10,000,000
6 30 Court Morristown, NJ Multifamily Operating 58 Units $35,000,000
7 The Promenade Summit, NJ Mixed Use Operating 22 Units, 16,000 SF retail $17,990,000
8 45 & 47 River Road Summit, NJ Office Operating 12,000 sf office $3,513,716
9 350 Main Road Montville, NJ Office Operating 34,000 sf existing office/commercial $5,628,000
10 1, 45 & 47 Indian Lane Montville, NJ Industrial Operating 42,000 sf industrial + excess IOS land $12,000,000
11 1,2,3,6,9 Mars Court Montville, NJ Industrial Operating 105,000 sf industrial $11,500,000
12 Bergenfield Industrial Bergenfield, NJ Industrial Operating 49,961 sf industrial $3,100,000
Under Current Construction
13 Farms at Stony Hill LLC Bethel, CT Multifamily Development 117 Units $38,000,000
14 Jefferson Place Jefferson, NJ Multifamily Development 107 Units $50,000,000
15 Rt. 17k Self-Storage Montgomery, NY Self-Storage Development 80,400 sf self-storage $14,589,000
16 Irondale @ Wharton Wharton, NJ Multifamily Development 60 Units $19,500,000
Master Developer / Fee Builder
17 Lighthouse Landing Ventures LLC Sleepy Hollow, NY Mixed Use Development 1,177 Residential, 135,000 sf retail, and 35,000 sf office $50,000,000 (Land Only)
18 Hudson Heritage Redevelopment Poughkeepsie, NY Mixed Use Development 750 Residential, 350,000 sf retail $5,000,000 (Land Only)
Built and Sold
19 480 Flatz East Rutherford, NJ Multifamily Sold 35 Units $11,600,000
20 Summerhill Road East Brunswick, NJ Mixed Use Sold 120 Units & 2 Retail Pads $18,000,000
21 Hackensack Self-Storage Hackensack, NJ Self-Storage Sold 67,000 sf self-storage $10,000,000
22 Cubesmart Self-Storage Montville, NJ Self-Storage Operating 100,000 sf self-storage $23,500,000
23 Summit Ridge Allentown, PA Multifamily Sold 204 Units $45,000,000
24 High Ridge Montville, NJ For Sale Single Family Sold 100 Single Family Homes $60,000,000
25 Longview Townhome Community Montville, NJ For Sale Townhomes Sold 400 Town Homes $190,000,000
26 Long Branch Partners Redevelopment Long Branch, NJ  Land Sold 53 Parcel Assemblage $21,600,000
27 Bear's Nest Park Ridge, NJ For Sale Townhomes Sold 150 Town Homes $95,000,000
Total           $1,015,220,716

Summit Court is a 2 phase, 393 unit project (42 affordable units). Phases I & 2 complete. Values based on $450,000 per market-rate unit comparable trade.

The above biography and track record were provided by the Sponsor and have not been independently verified by RM Securities, LLC or its affiliates. Past performance is not indicative of future results. Please carefully review the Disclaimers section below.

The Sponsor provided track record shown above represents the Sponsor’s project experience from 1995 to the present.

Website
Management Team
Management
Nicholas W. Minoia
Managing and Founding Partner

Nicholas Minoia is the Founding and Managing Partner of Diversified Properties. Founded in 2000, Minoia’s leadership has helped Diversified Properties and affiliated entities successfully create dozens of multifamily communities comprising over 10,000 units across N.J., N.Y., Pa., MD, and CT and manage an existing portfolio and development pipeline spanning several thousand residential units across multiple properties in three different states. His vision has also brought over 750,000 square feet of office, self-storage, retail, and industrial space to the market since 2000 and today manages a portfolio comprised of over 350,000 square feet of commercial space that is home to over 50 commercial tenants and includes approximately 1,000 residential units.

Minoia began his career as a project manager for various Manhattan-based real estate developers, managing projects including a new mid-rise residential tower and a 40-story building at Lexington and 57th Street. He went on to be President of Real Estate Subsidiaries for a Bergen County Savings & Loan institution, where he was responsible for loan workouts, liquidation of joint ventures, and REO. In 1992, Minoia co-founded Pinnacle Communities, an affiliated Garden Homes Company based in Short Hills, N.J.

With Pinnacle Communities, Minoia oversaw the construction of luxury custom single-family homes, townhomes, and condominium communities and the acquisition and development of apartment complexes, office buildings, industrial spaces, and retail properties. In 1998, he continued his climb up the corporate ladder, becoming President of Westminster Communities, one of the largest private development companies in the Northeast. Under Minoia’s leadership, in just two years, the company was responsible for the construction and development of several thousand residential units, including several large-scale redevelopment projects.

Currently, Minoia serves as a board member for ConnectOne Bank, a chartered New Jersey commercial bank that provides various commercial banking products and services. Included in his role, Minoia serves on ConnectOne Bank’s Corporate Governance and Audit Committee and is also the Chairman of the Loan Committee. In addition, he is a member of the Board of Trustees of RWJBarnabas Health’s Clara Maass Medical Center, a fully accredited acute care facility offering world‐class medical treatment to patients across northern New Jersey. Minoia also serves as a Trustee for the Summit Conservancy, a non-profit organization that creates positive and lasting environmental change.

Throughout his career, Minoia has been recognized as a leading executive in the New Jersey commercial real estate industry, as exemplified by his recent selections to NJBIZ’s 2022 Real Estate Power 50 list, ROI-NJ’s 2022 Real Estate Influencer’s list and NJBIZ’s 2023 ICON Honors list among others.

Property
For more information, view the Sponsor's Investment Memorandum.

Irondale at Wharton will be located in Wharton, N.J., a growing marketplace with a strong demand for housing. In 1902, Wharton, N.J. was re-named in honor of Joseph Wharton, an industrialist who was involved in mining, manufacturing, and education. He founded the Wharton School at the University of Pennsylvania. The site is proximate to New York City (less than one hour east), major employers, and numerous dining, shopping, and entertainment venues. Morris County boasts 13,000 acres that encompass 28 parks making it the largest county park system in NJ. The nearby New Jersey Highlands Region, a 60-mile stretch, offers area residents diverse recreational opportunities, abundant wildlife, and significant historic and scenic resources.  

Unit Type # of Units Avg SF/Unit Avg Rent  Rent per SF
Studio 4 540 $1,600 $2.96
1 BR (+ Den) 39 798 $2,350 $2.94
2 BR 11 1,080 $2,550 $2.36
1 BR (Affordable) 1 815 $943 $1.16
2 BR (Affordable) 4 900 $1,074 $1.19
3 BR (Affordable) 1 1,003 $1,250 $1.25
Total/Averages 60 843 $2,210 $2.67

Comparables
For more information, view the Sponsor's Investment Memorandum.

Lease Comparables

  Avalon Boonton Meridia Transit Plaza 34 Bank  Avalon Wharton The Boulders at Rockaway Woodmont West at Mount Arlington Pondview Estates Comp Averages Irondale at Wharton
Address 1 Avalon Way 1 W Dickerson St 34 Bank Street 111 E Dewey Ave 10 Mount Pleasant Ave 100 Fieldstone Drive 100 Julia Drive   47 Kossuth Street
Year Built 2017 2020 2021 2014 2006 2016 2017 2016 2023
Units 350 214 126 247 128 300 560 275 54
Average Rental Rate $3,062 $1,914 $2,033 $2,723 $2,260 $2,843 $2,853 $2,675 $2,335
Average SF 1081 817 852 1,160 1,009 1,146 1,409 1,068 836
Average $/SF $2.83 $2.34 $2.39 $2.35 $2.24 $2.48 $2.03 $2.51 $2.79
# Units (Studio) 72     7       40 4
$ (Studio) $1,979     $2,239       $2,002 $1,600
SF (Studio) 599     618       601 540
$/SF (Studio) $3.30     $3.62       $3.33 $2.96
# Units (1x1) 86 112 120 88 48 119 225 114 39
$ (1x1) $2,853 $1,819 $2,010 $2,441 $2,067 $2,479 $2,488 $2,330 $2,350
SF (1x1) 927 782 838 954 709 948 1,029 915 798
$/SF (1x1) $3.08 $2.33 $2.40 $2.56 $2.92 $2.61 $2.42 $2.55 $2.94
# Units (2x2) 154 102 6 114 76 181 198 119 11
$ (2x2) $3,428 $2,019 $2,490 $2,832 $2,369 $3,082 $2,916 $2,872 $2,550
SF (2x2) 1,282 855 1,134 1,261 1,188 1,277 1,580 1,287 1,080
$/SF (2x2) $2.67 $2.36 $2.20 $2.25 $1.99 $2.41 $1.85 $2.23 $2.36
# Units (3x2) 38     38 4   137 54  
$ (3x2) $4,102     $3,136 $2,518   $3,363 $3,437  
SF (3x2) 1,527     1,437 1,215   1,785 1,668  
$/SF (3x2) $2.69     $2.18 $2.07   $1.88 $2.06  
Distance to Subject 9.57 miles 1.7 miles 2.7 miles 0.63 miles 1.6 miles 3.52 miles 1.08 miles 3.0 miles  
Notes                 6 Affordable Units

Sales Comparables

  480 Flatz(1) The Residences at North Village Meridia Transit Plaza Morris Crossing Magnolia Lane Luxury Total/Averages Irondale at Wharton (Subject)
Date September 21' Apr 21' December 21' Oct '19 Aug 19'   Feb '24 (Projected)
Submarket Greater Bergen County Sussex County  Western Morris County Morris County Essex County   Western Morris County
Year Built 2021 2020 2020 2009 2018 2018 2023
SF 40,000 75,200 280,000 110,960 60,000 113,232 75,675
Units 35 60 214 123 34 93 60
Average SF 867 911 817 911 1,312 964 844
Sale Price $11,600,000 $14,650,000 $53,000,000 $39,500,000 $13,800,000 $26,510,000 $20,300,000
$/Unit $331,429 $244,167 $247,664 $321,138 $405,882 $310,056 $338,333
$/SF $290.00 $194.81 $189.29 $355.98 $230.00 $252.02 $268.25
Cap Rate 4.97% 4.75% 5.15% 5.50% 6.34% 5.34% 5.00%
Distance from Subject (mi.) 33.2 Miles 14.3 Miles 2.4 Miles 13.9 Miles 4.6 Miles 13.7 Miles  

(1) 480 Flatz - Recent Case Study: The Sponsor just executed on a very similar Property Development in Rutherford, NJ (37 miles west) totaling 35 units. They acquired the parcel in Nov 2018, developed it, and leased it up to 90% with a sale effectuating June 2021 (27 months – 9 quarters) amid the pandemic. Their net development costs were $212k/unit and their sale proceeds were $331k/unit or a 4.97% cap rate on the in-place T-3, rent roll pro-forma expenses.

 

Financials
For more information, view the Sponsor's Investment Memorandum.
Sources & Uses

Total Capitalization

Sources of Funds $ Amount $/Unit
Debt $13,665,916 $227,765
GP Investor Equity $856,821 $14,280
LP Investor Equity $5,000,000 $83,333
Total Sources of Funds $19,522,737 $325,379
     
Uses of Funds $ Amount $/Unit
Purchase Price $2,250,000 $37,500
Closing Costs $286,650 $4,778
Hard Costs $12,120,657 $202,011
Hard Cost Contingency $1,110,933 $18,516
Soft Costs $2,342,173 $39,036
Soft Cost Contingency $131,441 $2,191
Interest Reserve $751,620 $12,527
Developer Fee $529,263 $8,821
Total Uses of Funds $19,522,737 $325,379

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

Debt Assumptions

The expected terms of the debt financing are as follows:

  • Lender: Malvern Bank, National Association
  • Term: 2 Years
  • Loan-to-Value: 70.0%
  • Estimated Proceeds: $13,665,916
  • Interest Type: Floating
  • Spread Above One-Month PRIME: 0.50% [PRIME + 50bps (Floor Rate 4.00%)]
  • Interest-Only Period: 2 Years
  • Amortization: None
  • Prepayment Terms: Exit Fee of 33 bps if sold at stabilization
  • Modeled Refinance: No

A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt.  Please carefully review the Disclaimers section below for additional information concerning the Sponsors use of debt. 

Distributions

Diversified Properties, LLC intends to make distributions from DP Wharton LLC as follows:

  1. 85% / 15% (85% to Investors / 15% to Promote/Carried Interest) of excess cash flow to a 8.0% IRR;
  2. 75% / 25% (75% to Investors / 25% to Promote/Carried Interest) of excess cash flow to a 12.0% IRR;
  3. 65% / 35% (65% to Investors / 35% to Promote/Carried Interest) of excess cash flow to a 14% IRR;
  4. 60% / 40% (60% to Investors / 40% to Promote/Carried Interest) of excess cash flow thereafter.

Diversified Properties, LLC intends to make distributions to investors after the payment of the 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 January 2024 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of Diversified Properties, LLC, who may decide to delay distributions for any reason, including maintenance or capital reserves.

Diversified Properties, LLC will receive a promoted/carried interest as indicated above, and a portion of this promoted/carried interest may be received by RM Admin, LLC.

Cash Flow Summary
    Year 1 Year 2 Year 3(1)
Effective Gross Revenue   $0 $1,026,392 $855,124
Total Operating Expenses   $0 $389,213 $285,928
Net Operating Income   $0 $637,179 $569,195
             
Project-Level Cash Flows
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($5,856,821) $0 $449,273 $8,911,038
             
Investor-Level Cash Flows(3)
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($5,000,000) $0 $451,093 $7,022,993
             
Investor-Level Cash Flows - Hypothetical $50,000 Investment(3)
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($50,000) $0 $4,511 $70,230

(1) Stub Year

(2) Return of Capital occurs at sale of Property: Please see offering documents for more details.

(3) RM Technologies, LLC and its affiliates do not provide any assurance of returns.  Returns presented are net of all fees.  Please carefully review the Fees and Disclaimers sections below for additional information concerning Sponsor’s use or projected returns and fees paid to Sponsor and RM Technologies, LLC. 

Fees

Certain fees and compensation will be paid over the life of the transaction; please refer to Diversified Properties, LLC's materials for details. The following fees and compensation will be paid(1)(2)(3)(4)(5):

One-Time Fees
Type of Fee Amount of Fee Received By Paid From
Developer Fee 4.0% of Hard and Site Work Costs Diversified Properties, LLC Deal Capitalization
Construction Management Fee 5.0% of Hard and Site Work Costs Diversified Properties, LLC Deal Capitalization
Affiliate Mortgage Broker Fee 0.75% of Debt Proceeds(1) Diversified Properties, LLC Deal Capitalization
       
Recurring Fees:
Type of Fee Amount of Fee Received By Paid From
Administrative Services Fee 1.0% of Equity(2) RM Admin, LLC(5) Cash Flow
Property Management Fee 4.0% of Effective Gross Income Diversified Properties, LLC Cash Flow
Disposition Fee 0.25% of Sales Proceeds Diversified Properties, LLC Cash Flow

(1) Only applies if Sponsor secures the debt without a third-party broker

(2) Only applies to equity raised through the RealtyMogul Platform

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

(4) 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.

(5) 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.

Sources & Uses

Total Capitalization

Sources of Funds $ Amount $/Unit
Debt $13,665,916 $227,765
GP Investor Equity $856,821 $14,280
LP Investor Equity $5,000,000 $83,333
Total Sources of Funds $19,522,737 $325,379
     
Uses of Funds $ Amount $/Unit
Purchase Price $2,250,000 $37,500
Closing Costs $286,650 $4,778
Hard Costs $12,120,657 $202,011
Hard Cost Contingency $1,110,933 $18,516
Soft Costs $2,342,173 $39,036
Soft Cost Contingency $131,441 $2,191
Interest Reserve $751,620 $12,527
Developer Fee $529,263 $8,821
Total Uses of Funds $19,522,737 $325,379

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

Debt Assumptions

The expected terms of the debt financing are as follows:

  • Lender: Malvern Bank, National Association
  • Term: 2 Years
  • Loan-to-Value: 70.0%
  • Estimated Proceeds: $13,665,916
  • Interest Type: Floating
  • Spread Above One-Month PRIME: 0.50% [PRIME + 50bps (Floor Rate 4.00%)]
  • Interest-Only Period: 2 Years
  • Amortization: None
  • Prepayment Terms: Exit Fee of 33 bps if sold at stabilization
  • Modeled Refinance: No

A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt.  Please carefully review the Disclaimers section below for additional information concerning the Sponsors use of debt. 

Distributions

Diversified Properties, LLC intends to make distributions from DP Wharton LLC as follows:

  1. 85% / 15% (85% to Investors / 15% to Promote/Carried Interest) of excess cash flow to a 8.0% IRR;
  2. 75% / 25% (75% to Investors / 25% to Promote/Carried Interest) of excess cash flow to a 12.0% IRR;
  3. 65% / 35% (65% to Investors / 35% to Promote/Carried Interest) of excess cash flow to a 14% IRR;
  4. 60% / 40% (60% to Investors / 40% to Promote/Carried Interest) of excess cash flow thereafter.

Diversified Properties, LLC intends to make distributions to investors after the payment of the 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 January 2024 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of Diversified Properties, LLC, who may decide to delay distributions for any reason, including maintenance or capital reserves.

Diversified Properties, LLC will receive a promoted/carried interest as indicated above, and a portion of this promoted/carried interest may be received by RM Admin, LLC.

Cash Flow Summary
    Year 1 Year 2 Year 3(1)
Effective Gross Revenue   $0 $1,026,392 $855,124
Total Operating Expenses   $0 $389,213 $285,928
Net Operating Income   $0 $637,179 $569,195
             
Project-Level Cash Flows
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($5,856,821) $0 $449,273 $8,911,038
             
Investor-Level Cash Flows(3)
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($5,000,000) $0 $451,093 $7,022,993
             
Investor-Level Cash Flows - Hypothetical $50,000 Investment(3)
  Year 0 Year 1 Year 2 Year 3(1)
Net Cash Flow ($50,000) $0 $4,511 $70,230

(1) Stub Year

(2) Return of Capital occurs at sale of Property: Please see offering documents for more details.

(3) RM Technologies, LLC and its affiliates do not provide any assurance of returns.  Returns presented are net of all fees.  Please carefully review the Fees and Disclaimers sections below for additional information concerning Sponsor’s use or projected returns and fees paid to Sponsor and RM Technologies, LLC. 

Fees

Certain fees and compensation will be paid over the life of the transaction; please refer to Diversified Properties, LLC's materials for details. The following fees and compensation will be paid(1)(2)(3)(4)(5):

One-Time Fees
Type of Fee Amount of Fee Received By Paid From
Developer Fee 4.0% of Hard and Site Work Costs Diversified Properties, LLC Deal Capitalization
Construction Management Fee 5.0% of Hard and Site Work Costs Diversified Properties, LLC Deal Capitalization
Affiliate Mortgage Broker Fee 0.75% of Debt Proceeds(1) Diversified Properties, LLC Deal Capitalization
       
Recurring Fees:
Type of Fee Amount of Fee Received By Paid From
Administrative Services Fee 1.0% of Equity(2) RM Admin, LLC(5) Cash Flow
Property Management Fee 4.0% of Effective Gross Income Diversified Properties, LLC Cash Flow
Disposition Fee 0.25% of Sales Proceeds Diversified Properties, LLC Cash Flow

(1) Only applies if Sponsor secures the debt without a third-party broker

(2) Only applies to equity raised through the RealtyMogul Platform

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

(4) 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.

(5) 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.

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. Sponsor is 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.

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. 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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