We run extensive background checks, criminal checks, bad actor checks, and reference checks on sponsors. In addition to never allowing a sponsor with a criminal history / any securities related issue to use the platform, we may also turn down sponsors due to poor reference checks even if background and criminal checks come back clear.
We require unaffiliated sponsors to use an unaffiliated third-party escrow agent. When an investor makes an investment with unaffiliated sponsors using the RealtyMogul platform, the investor’s money is transferred directly into a third-party escrow account. All closing conditions in connection with a sponsor’s offering need to be met before the third-party escrow agent will approve releasing investor funds to the issuer or general partner. For example, if an issuer or general partner plans to use funds for a real estate acquisition that does not ultimately transact, the third-party escrow agent will not transfer investor funds to the issuer or general partner, and funds will be returned to investors.
Our controls include visiting every property (or a subset of properties if it’s a fund) to confirm the real estate is what and where the real estate is supposed to be.
We have robust quality controls with detailed checklists and a review of third-party reports.
New NNN build-to-suit project for Nutex Health, a publicly traded operator of micro-hospitals and healthcare facilities. As a result, a long lease is already in place, which mitigates risk and removes the lease-up risk often associated with leased properties. Additionally, because the Sponsor-Developer has already acquired the land for the Project, Sponsor has borne the pursuit phase and diligence phase risk prior to construction. Finally, with an option in place for the tenant to purchase this location soon after development, there is an exit sale already planned.
Nutex Health is a publicly traded micro-hospital and acute care facility operator that has executed an initial 15-year lease term. Further, the lease is guaranteed by Nutex Health, the corporate parent, as well as the physician operating partners, guarantors with a net worth in excess of the project investment amount.
Healthcare in Florida is a uniquely compelling combination. Healthcare is the largest sector in the U.S. economy, and the fastest-growing major economic sector, projected to rise to 25% of the total U.S. GDP by 2030, per the Brookings Institution 2023 report. Also, Florida is America's top-rated state for business performance, domestic migration, and healthcare growth.
Fourth Time Partners
Fourth Time Partners develops projects across the Sunbelt in high-growth markets and in high-growth segments with only the strongest economic fundamentals and trends. Healthcare is among the largest and fastest-growing economic drivers of the U.S. economy, and Fourth Time is deeply involved in healthcare development.
This emphasis on economic fundamentals and high growth means that Fourth Time focuses on large, dynamic, and fast-growing states like Texas, Georgia, and Florida.
Fourth Time’s partners have developed or acquired over $500 million of properties across the Sunbelt over the past 20 years with another dozen or so projects in their development pipeline, including healthcare, medical, and senior living projects in multiple states, with project completions scheduled from 2023 through 2028.
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Stephen M. LaMastraCo-Founder & Managing Partner -
Chris AllenCo-Founder & Managing Partner
Stephen M. LaMastra is co-Founder and Managing Partner of Fourth Time Partners, a commercial real estate development and management company based in Atlanta. LaMastra previously ran several other successful real estate companies and has overseen teams managing over 3 million square feet of commercial real estate over the years. Fourth Time Partners specializes in commercial development in Sunbelt states, with a focus on healthcare, senior living, and mixed-use projects. He has also served as the CEO, President, and COO of several large operating companies in his career. He has developed or acquired over $500 million worth of real estate projects and has closed another $500 million worth of debt and financing transactions. LaMastra has owned, developed, leased, or managed commercial real estate in nearly every state in the U.S., with particularly deep experience in the Sunbelt states. LaMastra has an undergraduate degree from Wake Forest University, a law degree from Vanderbilt University, and nearly 30 years of experience in real estate development. He and Fourth Time Partners focus on the core fundamentals and strongest markets in order to add value to each and every project and to deliver the best returns to investors.
Chris Allen is Co-Founder and Managing Partner of Fourth Time Partners, a commercial real estate development and management company based in Atlanta. Allen also runs Rooster Real Estate Group in Florida, a growing brokerage and management firm that does brokerage and affiliate work with Fourth Time Partners. He was previously a partner with Verdad Real Estate, a large Texas development firm, where he ran multiple offices and oversaw over $100 million of development. Prior to that, Allen was a real estate executive with companies such as Starbucks, P.F. Changs, Moe’s Southwest Grill, and Ritz Camera, where he managed hundreds of new locations and developments. He has developed, managed, or leased over $400 million worth of real estate projects in his two-decade career. Allen has an undergrad degree from Rollins College, a masters from The John Hopkins University, and over 20 years of experience in the development of commercial real estate. He and Fourth Time Partners work to add value to every project and to deliver the best returns to investors.
| Property Name | City, State | Asset Type | Status | Completed | Sales Price or Estimated Value | IRR (Est. on Equity) |
| Skyline Seven Projects | FL, KS, IL, GA | Retail and Mixed-use | SOLD | 2008 | $25,000,000 | 24.00% |
| Lark Athens (formerly 909 Broad) | Athens, GA | Student Housing | SOLD | 2010 | $50,000,000 | 35.00% |
| RCI Headquarters Building | Washington DC | Office & Distribution | SOLD | 2011 | $30,000,000 | 15.00% |
| Stonecrest Pavilion | Atlanta, GA | Retail | SOLD | 2015 | $11,000,000 | 22.00% |
| Howell Crossing | Atlanta, GA | Mixed-use | SOLD | 2017 | $7,500,000 | 20.00% |
| Merchants Exchange | Atlanta, GA | Mixed-use | SOLD | 2017 | $6,000,000 | 33.00% |
| Verdad NNN Projects | TX, CO, NV, LA | Mixed-use | SOLD | 2018 | $75,000,000 | N/A |
| North Bridges Shopping Center | Atlanta, GA | Retail | SOLD | 2018 | $18,000,000 | 27.00% |
| Centre Pointe | Charleston, SC | Mixed-use | SOLD | 2019 | $19,000,000 | 18.00% |
| Prado Exchange | Atlanta, GA | Mixed-use | SOLD | 2019 | $15,500,000 | 35.00% |
| Promenade North | Montgomery, AL | Retail | SOLD | 2019 | $7,500,000 | 16.00% |
| Village Green Champions | Houston, TX | Senior Living | SOLD | 2020 | $4,000,000 | 45.00% |
| Promenade Montgomery | Montgomery, AL | Mixed-use | SOLD | 2020 | $12,000,000 | 16.00% |
| Village Green Kingwood | Houston, TX | Senior Living | SOLD | 2021 | $4,000,000 | 40.00% |
| Shoppes at Rivergate | Nashville, TN | Mixed-use | SOLD | 2021 | $15,000,000 | N/A |
| Village Green at Rockwall | Dallas, TX | Senior Living | SOLD | 2021 | $6,500,000 | 31.00% |
| River Exchange | Atlanta, GA | Mixed-use | SOLD | 2021 | $22,000,000 | 21.00% |
| Village Green at McKinney | Dallas, TX | Senior Living | SOLD | 2022 | $7,000,000 | 45.00% |
| Village Green at Highland Village | Dallas, TX | Senior Living | SOLD | 2023 | $7,000,000 | 36.00% |
| Acworth Crossing | Atlanta, GA | Retail | OWNED | N/A | $20,000,000 | N/A |
| North Charleston SC | Charleston, SC | Retail | OWNED | N/A | $20,000,000 | N/A |
| Monarch at Lee Branch | Birmingham, AL | Mixed-use | OWNED | N/A | $26,000,000 | N/A |
| Village Green at Sachse | Dallas, TX | Senior Living | OWNED | N/A | $7,500,000 | N/A |
| Totals/Weighted Avg. | $415,500,000 |
(1) This includes both Fourth Time Partners projects and those involving Fourth Time principals prior to the creation of Fourth Time Partners.
The above bios and track record were provided by Fourth Time Partners and have not been independently verified by RealtyMogul.
The Fourth Time Partners' principals have developed and successfully sold many similar NNN and build-to-suit projects, and have historically delivered excellent investor returns on NNN projects like this one. For this Project, Fourth Time will complete a build-to-suit micro-hospital for Nutex Health, a publicly traded, NASDAQ-listed, technology-enabled healthcare company. The development process is divided into three (3) phases:
1. Pre-Development: This will have been completed by the time of investment. This phase included (1) pursuit and site design; (2) due diligence; (3) land acquisition; (4) lease execution; (5) architectural and engineering plans; (6) entitlements and permitting; (7) selection of the general contractor; and (8) securing construction financing.
2. Construction: This will commence by Q1 2024 and includes site and infrastructure work and vertical construction over about 18 months.
3. Project Completion and Exit: After construction, the tenant plans to open for business, and the Project will be sold and proceeds returned to investors by Q1 2026.
Parkway Construction, a large nationally-known general contractor, will serve as the GC for the Project and oversee the construction process. Sponsorship currently anticipates that a Nutex-related affiliate will exercise a purchase option at project completion to acquire the Project.
| Development Costs | Total Amount |
| Total Land Costs | $5,564,000 |
| Hard Costs | |
| Construction Costs | $21,875,000 |
| Construction Management | $135,000 |
| Total Hard Costs | $22,010,000 |
| Soft Costs | |
| Architecture & Engineering | $329,000 |
| Equity Raise Fees and Capital Costs | $240,000 |
| Diligence, Legal, and related costs | $275,000 |
| Const. Period Prop. Tax | $225,000 |
| Asset/Property Management Fees | $288,000 |
| Development Fee (upfront) | $150,000 |
| Development Fee (upon sale) | $500,000 |
| Total Soft Costs | $2,007,000 |
| Financing + Other Costs | |
| Capitalized Construction Interest | $1,489,293 |
| Financing Fees & Costs | $1,692,625 |
| Contingency | $1,000,000 |
| Total Financing + Other Costs | $4,181,918 |
| Grand Total | $33,762,918 |
Nutex Health Jacksonville is being developed at the hard corner of Beach and Kernan Boulevards, one of the busiest intersections in the entire Jacksonville MSA. This provides for maximum visibility, nearly 200,000 people in just a 5-mile radius, and broad access to over 1,000,000 people within a short drive. Beach Boulevard is a major retail-commercial corridor, and Kernan Boulevard is a major north-south residential connector. Nutex Health has signed a 15-year triple-net lease for the location.
The Project is located next to a large, new Sprouts-anchored center and across Beach Boulevard from one of Jacksonville's top-performing Publix grocery stores. The Project is also located in the master-planned Tamaya community with single-family, multi-family, and senior living, and thousands of residents.
The Project is a triple net (NNN) build-to-suit for Nutex Health, which means that once the facility is completed and turned over to the tenant for operation, the Tenant and not the property owner is responsible for the payment of property taxes, insurance costs, and common area maintenance - the 3 primary categories of additional rent. These types of investments are popular among long-term investors and owners because (1) they provide a clearly defined income stream, unaffected by property-related costs; (2) the owner does not have to pay for increases in those costs over time; and (3) there is none of the typical property management work required of the owner.
In addition, this Project is being developed with precisely the same footprint, layout, and functionality as the Nutex Health corporate location (the first in the state) currently in the final stages of construction in Tampa, Florida. In addition, Sponsor is using the same architectural and design team for this Jacksonville project as the Tampa corporate location. As a result, the Sponsor is taking advantage of institutional knowledge on the part of the Tenant and design team, and recent learning and experience provided by the Tampa project, which further assists the Sponsor as it leverages this knowledge and experience while building the Jacksonville Nutex Health location.
| Tenant | SF | % of Property (Proforma) | Lease Start (Estimated) | Lease End (Estimated) | Rent PSF (Estimated) | Lease Type |
| Nutex Health | 28,900 | 100% | 4/1/2025 | 3/31/2040 | $104.20 | NNN |
Sales Comparables
| 1205 Monument Rd | 12443 San Jose Blvd | 6138 Kennerly Rd | 13241 Bartram Park Blvd | 4035 Southpoint Blvd | 7015 A Skinner Parkway | 3001 Hartley Rd | 7178 Baymeadows Way | Averages | Nutex Health Jacksonville | |
| Sale Date | 10-21-2022 | 11-03-2021 | 12-01-2021 | 11-04-2022 | 08-05-2021 | 12-15-2021 | 03-31-2022 | 10-27-2022 | 04-02-2022 | Q4 2025 |
| Sales Price | $4,975,000 | $2,816,000 | $109,525,238 | $1,250,000 | $11,180,000 | $13,209,398 | $5,550,000 | $18,485,791 | $20,873,928 | $40,988,228 |
| Year Built | 1991 | 2003 | 1969/2007 | 2007 | 2020 | 2014 | 1984 | 2010 | 2004 | 2025 |
| NRSF | 1,399 | 1,141 | 45,264 | 1,140 | 11,855 | 18,000 | 5,988 | 30,000 | 14,348 | 28,900 |
| Sales Price / SF | $3,556 | $2,468 | $2,420 | $1,096 | $943 | $734 | $927 | $616 | $1,595 | $1,418 |
| Distance from Subject Property | 5.9 miles | 20.7 miles | 12.2 miles | 18.0 miles | 9.0 miles | 9.2 miles | 15.8 miles | 12.3 miles | 12.9 miles | |
| Notes | Condo Sale | Condo Sale | Portfolio Sale | Portfolio Sale | Cancer Specialist |
Market Overview
The Jacksonville MSA (“Jacksonville” or “Jacksonville MSA”), is comprised of Baker, Clay, Duval Nassau, and St. Johns counties. With over 1.5 million people, it’s Florida’s fourth most populated MSA and the 50th largest MSA in the nation. Over the next five years, the Jacksonville MSA’s projected population growth (9.4%) is expected to double the projected national average (4.0%), according to U.S. census estimates. The City of Jacksonville, which covers 841 square miles, has the distinction of being the largest city in the continental United States in terms of land area, and with a population of 880,619 in the city alone, is Florida’s largest city and the nation’s 13th largest city.
Due to its convenient location in fast-growing Florida and on the coast, robust economic growth, mild climate, high quality of life, and one of the lowest overall costs of living in the nation (no local or state personal income tax), the Jacksonville MSA’s population growth has been tremendous over the past 10 years, leading to a relatively young populace with a median age of about 38 years old. These factors, along with its low-cost business environment have been a catalyst for corporate expansion and relocations, resulting in robust financial and technological service sectors.
Jacksonville is North Florida’s employment hub with a workforce of nearly 700,000 people. The quality of the labor force has made Jacksonville appealing to Wall Street as an expansion market. Bloomberg reports that over 19,000 employees of the world’s top Wall Street Firms – such as Bank of America, Citigroup, JP Morgan Chase, and Wells Fargo – have a presence in Jacksonville. Deutsche Bank, in particular, has its second-largest United States location in Jacksonville with around 2,000 employees. The unique mix of location, quality of life, and cost of living has allowed these Wall Street firms to hire both back office positions as well as higher paying executives, and this has added to the overall remarkable job growth in Jacksonville over the last few decades.
Submarket Overview
Nutex Jacksonville is in the Beach Boulevard submarket and will serve many of the high-end and fast-growing southeastern Jacksonville suburbs and beach communities, including Atlantic Beach, Neptune Beach, and Ponte Vedra Beach. Located at one of the busiest intersections in the entire Jacksonville MSA, this location has access to over 1,000,000 people within a 30-minute drive, and nearly 200,000 residents in a 10-minute drive.
The location is ideally suited as the first and largest planned location for Nutex Health in Jacksonville, and it is located in a trade area that is at least 10 minutes away from the nearest major hospitals. The overall strength of this trade area, in one of the fastest-growing MSAs in one of the 2 fastest-growing states in America, is another strong fundamental for this investment in healthcare real estate.
Finally, the location is at least 10 minutes away from the nearest major hospitals and will form the basis for a new and emerging healthcare center to serve the busy and fast-growing Beach Boulevard corridor. This will provide an exceptional opportunity for Nutex Health to build up its patient base quickly and to access a large pool of families and professionals who will prefer a concierge-level healthcare experience to a traditional and chaotic hospital emergency room.
Total Capitalization
| Sources of Funds | $ Amount | $ / SF |
| Construction Debt | $25,862,500 | $895 |
| GP Equity(1)(2) | $908,548 | $31 |
| LP Equity | $6,991,870 | $242 |
| Total Sources of Funds | $33,762,918 | $1,168 |
| Uses of Funds | $ Amount | $ / SF |
| Land Costs | $5,564,000 | $193 |
| Hard Costs | $22,010,000 | $762 |
| Soft Costs | $2,007,000 | $69 |
| Contingency | $1,000,000 | $35 |
| Capitalized Construction Interest | $1,489,293 | $52 |
| Financing Fees & Costs | $1,692,625 | $59 |
| Total Uses of Funds | $33,762,918 | $1,168 |
(1) This includes $500,000 of deferred development fee, as provided in Documents.
(2) The Sponsor’s equity contribution may consist of friends and family equity and equity from funds controlled by the Sponsor.
The expected terms of the debt financing are as follows:
- Lender: NRE Capital Partners
- Loan Type: Construction Loan
- Term: 24 Months & Borrower to be afforded one six (6)-month extension option, subject to terms and conditions to be set forth in loan documents, at a cost of 1% of the total maximum loan amount.
- Loan-to-Cost: 76.6%
- Estimated Proceeds: $25,862,500
- Interest Type: Floating
- Interest Rate: 7.940% over 30-Day SOFR, with floor at 5.06%
- Interest-Only Period: 24 Months
- Exit Fee: 1% of the Maximum Total Loan Amount
- Prepayment Terms: Minimum of eighteen (18) months interest payments collected. Thereafter the loan may be prepaid in full without a prepayment penalty.
- Recourse Description: Limited Recourse
(1) 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.
(2) In addition, the Sponsor intends to buy a rate cap or rate swap instrument to ensure that the cost of the construction loan does not increase over the projected interest rate currently modeled for the construction period. It is increasingly likely that interest rates will move downward before they move up during the projected construction term, so the cost of the rate cap will likely be less than originally anticipated.
Fourth Time Partners intends to make distributions from 4TP Jax BB Investors, LLC as follows:
- Pari passu all cash flow available for distribution to the Equity Investors until the Equity Investors receive a 10.0% IRR;
- 80% / 20% (80% to Equity Investors / 20% to Promoted/Carried Interest) of all cash flow available for distribution to a 15.0% IRR;
- 75% / 25% (75% to Equity Investors / 25% to Promote/Carried Interest) of all cash flow available for distribution to a 21.0% IRR;
- 70% / 30% (70% to Equity Investors / 30% to Promote/Carried Interest) of all cash flow available for distribution thereafter.
Fourth Time Partners 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 in February 2026. Distributions are at the discretion of Fourth Time Partners, who may decide to delay distributions for any reason, including maintenance or capital reserves.
Fourth Time Partners will receive a promoted/carried interest as indicated above.
| Cash Flow Summary | |||
| Year 1 | Year 2 | ||
| Effective Gross Revenue | $0 | $2,509,483 | |
| Total Operating Expenses | $0 | $0 | |
| Net Operating Income | $0 | $2,509,483 | |
| Project-Level Cash Flows | |||
| Year 0 | Year 1 | Year 2 | |
| Net Cash Flow | ($7,900,418) | $0 | $13,896,081 |
| Investor-Level Cash Flows(1) | |||
| Year 0 | Year 1 | Year 2 | |
| Net Cash Flow | ($6,991,870) | $0 | $11,310,997 |
| Investor-Level Cash Flows - Hypothetical $50,000 Investment(1) | |||
| Year 0 | Year 1 | Year 2 | |
| Net Cash Flow | ($50,000) | $0 | $80,887 |
(1) 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.
Certain fees and compensation will be paid over the life of the transaction; please refer to Fourth Time Partners' materials for details. The following fees and compensation will be paid(1)(2):
| One-Time Fees: | |||
| Type of Fee | Amount of Fee | Received By | Paid From |
| Disposition Fee | 1.0% of total sale price paid after equity investors have received a 10% IRR | Sponsor | Cash Flow |
| Technology Solution Licensing Fee(2) | Flat one-time licensing fees of $15,000 plus $1,500 per each prospective investor onboarded by Sponsor through its license and use of RM Technologies’ Technology Solution | RM Technologies, LLC |
Capitalization (at Sponsor’s discretion) |
| Recurring Fees: | |||
| Type of Fee | Amount of Fee | Received By | Paid From |
| Asset Management Fee | $8,000 per month during development period | Sponsor | Capitalization |
| Construction Management Fee | $7,500 per month during construction | Sponsor | Construction Expenditure Budget |
| Development Fee | $650,000 ($150,000 at loan closing and remainder to be in a capital account treated as invested GP equity accruing a preferred return from inception and not subject to clawbacks) | Sponsor | Construction Expenditure Budget |
| General Contractor Fee | Approx. 3.0% of Construction Costs | Third-Party General Contractor | Construction Expenditure Budget |
| Administration Solution Licensing Fee(2) | Flat quarterly licensing fee of $125 per investor serviced by Sponsor through the license and use of RM Technologies’ Administration Solution | RM Technologies, LLC | Capitalization |
(1) Fees may be deferred to reduce impact to investor distributions.
(2) Please see the Fees and Disclaimers sections below for additional information concerning fees paid to RM Technologies, LLC.
Sponsor’s Projects and Targets
*Assumptions and projections included in the information on this Page, including pro forma projections (collectively “Projections”) were provided by the Sponsor or an affiliate thereof and are not reflective of the position or opinions of, nor are they endorsed by, RM Technologies, LLC or its affiliates, or any other person or entity other than the Sponsor or its affiliates. RM Technologies, LLC and its affiliates do not provide any assurance of returns or the accuracy or reasonableness of the Projections provided by the Sponsor or its affiliates. There can be no assurance that the Sponsor’s methodology used for calculating any Projections, including Target IRR, Target Annualized Cash-on-Cash Return, and Target Equity Multiple (“Targets”), are appropriate or adequate. The Sponsor’s Projections and Targets are hypothetical, are not based on actual investment results, and are presented solely for the purpose of providing insight into the Sponsor’s investment objectives, detailing its anticipated risk and reward characteristics and for establishing a benchmark for future evaluation of the Sponsor’s performance. The Sponsor’s Projections and Targets are not a predictor, projection or guarantee of future performance. There can be no assurance that the Sponsor’s Projections or Targets will be met or that the Sponsor will be successful in meeting these Projections and Targets. Projections and Target returns should not be used as a primary basis for an investor’s decision to invest.
No Approval, Opinion or Representation, or Warranty by RM Technologies, LLC or it Affiliates
The information on this Page, including the 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”) was provided by the Sponsor or an affiliate thereof. RM Technologies, LLC makes no representations or warranties as to the accuracy of such information and accepts no liability therefor. No part of the information on this Page is intended to be binding on RM Technologies, LLC or its affiliates, or to supersede any of the Sponsor’s Investment Documents. The opinions expressed on this page are solely the opinions of the Sponsor and its affiliates and none of the opinions expressed on this Page are the opinions of, nor are they endorsed by, RM Technologies, LLC or its affiliates.
Sponsor’s Information Qualified by Investment Documents
The Information on this Page, including of the principal terms of the Sponsor’s offering, 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 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. The information on this page should not be used as a primary basis for an investor’s decision to invest. In the event of an inconsistency between the information on this Page and the Investment Documents, investors should rely on the information contained in the Investment Documents. The information on this Page and the information in the Investment Documents are subject to last minute changes up to the closing date at the sole discretion of the Sponsor and its affiliates.
Risk of Investment
This real estate investment is speculative and involves substantial risk. There can be no assurances that all or any of the assumptions will be true or that actual performance will bear any relation to the hypothetical illustrations herein, and no guarantee or representation is made that investment objectives of the Sponsor will be achieved. In the event that actual performance is below the Sponsor’s Targets, your investment could be materially and adversely affected, and there can be no assurance that investors will not suffer significant losses. 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. Please see the Sponsor’s Investment Documents for additional information, including the Sponsor’s discussion concerning risk factors.
Risk of Forward-Looking Statements
Forward-looking statements are found here and in the applicable Investment Documents and may include words like “expects,” “intends,” “anticipates,” “estimates” and other similar words. These statements are intended to convey the Project Sponsor’s projections or expectations as of the date made. These statements are inherently subject to a variety of risks and uncertainties. Please see the applicable Investment Documents for disclosure relating to forward-looking statements. All forward-looking statements attributable to the Sponsor or its affiliates apply only as of the date of the offering and are expressly qualified in their entirety by the cautionary statements included elsewhere in 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.
Sponsor’s use of Debt
A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt. 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 the annual interest rate and possible increases in capital reserve requirements for funds to be held in a lender-controlled capital reserve account. 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.
In addition, unless the debt provides for a fixed rate of interest during the term of the loan and/or any subsequent extensions, the total amount of interest paid over the term of the debt will increase by the same amount as the related index. For example, if the index rate increases by 0.50% (50 basis points) the interest rate on the loan will increase by the same amount. The amount of such interest rate increases may be capped either by its terms or as the result of the Sponsor entering into an arrangement that caps the interest rate with respect to the debt at a particular rate.
Sponsor’s Offering is Not Registered
The interests offered by the Sponsor 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 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 Private Placements on the RealtyMogul Platform are intended solely for “Accredited Investors,” as that term is defined Rule 501(a) of the Securities Act. Prospective investors must certify that they are Accredited Investors and provide either certain supporting documents or third party verification, and must acknowledge that they have received and read all investment materials.
RM Technologies, LLC Fees and Conflicts
RM Technologies, LLC, an affiliate of RealtyMogul, operates the RealtyMogul Platform. RM Technologies, LLC charges a fixed, non-percentage-based licensing fee for real estate companies and their sponsors to license and use the RM Technologies LLC’s proprietary Platform, including one-time flat licensing fees for its Technology Solution and an ongoing quarterly flat licensing fees for its Administration Solution. A portion of the offering proceeds may be allocated as a reserve to ensure timely payment of the ongoing licensing fees for RM Technologies’ Administration Solution. For the avoidance of doubt, the Administration Solution Fee is not due with respect to any quarter until the Administration Solution has been provided by RM Technologies and without regard to any amounts on reserve for the payment of such fees. An estimate of the Technology Solution licensing fee is included in the Closing Costs above and is intended to be capitalized into the transaction at the discretion of the Sponsor. The licensing fees received by RM Technologies, LLC are disclosed in the relevant operating agreement(s). Additionally, from time to time, employees of RM Technologies, LL C and its affiliates invest in Sponsor’s offering. RM Technologies LLC’s receipt of licensing fees and its employee’s investments in Sponsor’s offering creates a conflict of interest between RealtyMogul and its affiliates, and investors or prospective investors.
No Investment Advice
None of RM Technologies nor any affiliate are registered as a broker, dealer, investment adviser, or funding portal (except with respect to RM Adviser, LLC, which has no involvement in the transactions to be consummated hereby or contemplated herein and solely for the purposes hereof, shall not be deemed an affiliate or RM Technologies). They do not provide investment advice or recommend the purchase of any securities that are the subject of this agreement or the Sponsor’s offering with respect to the Project. Project Sponsor’s use of the Platform, including Project Sponsor’s license to utilize the Platform and any related technology, software and supporting services, Project Sponsor’s posting of offering documents and all related information on the Platform does not constitute the approval of or endorsement by RM Technologies or any of its affiliates of Project Sponsor’s securities offering with respect to the Project or signify the suitability thereof in any manner.
For additional information on risks and disclosures visit https://www.realtymogul.com/investment-disclosure.