The team at our affiliated broker-dealer, RM Securities, conducts diligence on of the issuer, including detailed background checks, criminal checks, bad actor checks, and reference checks on sponsors. In addition to screening for any criminal background, we may also turn down sponsors due to poor reference checks, even if the background and criminal checks are satisfactory.
We require unaffiliated sponsors to use an unaffiliated third-party escrow agent.* When an investor makes an investment with such 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 contingency 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.
* Unless otherwise disclosed, escrow accounts are not required for some investments that accommodate 1031 investments where the property is already acquired.
Our processes typically includes visiting certain properties (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. For certain properties that accommodate 1031 exchange investments, the team will review third-party prepared due diligence reports in lieu of a site visit.
We have formalized processes and checklists for every private placement deal listed on the platform.
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MHCA Management
The members of MHCA Management (the "Fund Manager") have over 75 years of combined experience. They (and their affiliated companies) are estimated to own or control fifth largest number of mobile home lots in the country, with 199 MHCs and over 20,000 lots under management in 26 states (1).
They have long-established relationships with key market participants such as MHC lenders, insurance companies, real estate agents and brokers, and have steady deal flow from various sources. Their experience in the ownership, control, and operation of MHCs helps them quickly assess investments, determine risks, evaluate possible turn-around plans, and analyze future growth potential. They also act as educators and consultants, having authored books and written articles on MHCs, as well as conducted educational workshops and seminars.
The Fund Manager is backed by an extended team from an affiliate company, RV Horizons, Inc. (“RVH”): Dave Reynolds is the owner and CEO of the 600+ employee company that provides property management services for various affiliated funds and partnerships. The Fund Manager works with RVH to enact turn-around plans and perform the day-to-day operation of the properties acquired by the fund. RVH is headquartered in Cedaredge Colorado, but also has employees in Montrose, Colorado, Littleton, Colorado and Niles, Michigan (along with on-site managers and field supervisors across the country). The team at RVH includes, but is not limited to, corporate office staff, acquisitions team, training team, on-site management, district management, regional managers and rehab crews who work with on-site managers.
RVH Corporate Office Team
The corporate office for RVH is headed by Chief Operating Officers Wes Hays and Todd Burget, as well as Chief Financial Officer Brad Rymer. Wes has experience in large portfolio management, including both manufactured home communities and apartment properties, while Todd has knowledge and experience in all facets of manufactured home community operations. Brad is a results driven executive that has comprehensive experience in financial forecasting, development and management of multi-family specific operating systems, and investment banking, including Wall Street. Brad brings a quantitative and analytical ability to the Executive team. Human Resources is managed by Vice-President Renee Poutre, who has ten plus years of experience in managing HR, payroll and company benefit offerings for real estate, consultant and property management firms. There are five full-time Park Relations Coordinators and Deposit Coordinators who work directly with the managers in the field to oversee data entry, tenant paperwork, leases and licenses for each property. In addition, there is a dedicated sales team including Regional Sales Managers that oversee and drive occupancy goals and home sales. Rounding out the Corporate team are a title department, legal department, and an accounting department of twelve that includes accounts payable and billing departments that are focused on ensuring all payments are reconciled, approved, and paid on time.
RVH On-Site Management Team
Each manufactured home community has an on-site property manager and, in larger properties, maintenance personnel. The on-site manager is responsible for collecting and depositing rent, property maintenance, showing available lots and homes to prospective residents, enforcing rules and regulations of the community, handling resident problems and questions, and all other facets required to operate the property.
RVH District Management Team
RVH currently has seventeen full-time district managers who oversee approximately ten to fifteen property managers each. They are responsible for ensuring that all properties run properly and for communications between the corporate office and on-site property managers. In addition, they typically make bi-monthly visits (or more if necessary) to each property in their portfolio to check on the property condition and its management. The district managers are also in charge of overseeing the renovation of homes and community capital expenditures.
RVH Regional Management Team
RVH currently employs four regional managers. Each regional manager oversees approximately five district managers. Regional managers are personally responsible for the performance of all of the properties and employees under their control. All regional managers have property management experience, specifically in management of multi-community portfolios, and are experienced at creating an atmosphere to motivate employees to meet or exceed their goals.
RVH Acquisition Management Team
When a property is first acquired, there are certain steps required to bring it up to a reasonable standard, as well as enact collections and rules enforcement systems. In some cases, this can require complicated and expensive capital improvements. The Acquisition Management Team is focused on enacting the company’s protocol as smoothly and quickly as possible, as well as completing capital improvements on time and on budget.
RVH Training Team
Due to the size and continued growth of the enterprise, there is a constant need for hiring and training new employees. The Training Team is responsible for coaching and teaching each employee the company’s basic systems and corporate culture, empowering them with the skills necessary to succeed. The Training Team also works to ensure each community's work space is safe and supportive, implementing educational theories and methods to design, develop and implement specialized training for RVH’s diverse workforce. Proper training is the building block for each team member to accomplish their respective objectives.
RVH Rehab Team
At any given time RVH oversee the rehabilitation of as many as 100 manufactured homes. As such, RVH typically employ’s as many as ten full-time rehabbers plus at least five independent full-time contractors who travel from property to property and may stay from two weeks to three months at a time. Additionally, they renovate common area structures, such as office buildings, apartments and single-family homes, as well as verse the demolition of manufactured homes that are in a condition too costly to be saved.
(1) Per MobileHomeUniversity.com.
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Dave Reynolds -
Frank Rolfe -
Ryan Smith -
Jamie Smith -
Eric Siragusa
Mr. Reynolds has specialized in the acquisition of MHCs and RV Parks for over 20 years, and has managed companies that have owned and operated numerous MHCs. He currently co-manages multiple MHC investment funds across the U.S. Mr. Reynolds is the owner and CEO of RV Horizons, Inc., which provides property management and accounting services for MHCs. He is a licensed Colorado real estate broker and has been involved in additional MHC transactions in that capacity. He has authored four books on the subject of investing in MHC’s and has developed several websites dedicated to the MHC industry, including MobileHomeParkStore.com. Mr. Reynolds has a B.S. in Accounting from Mesa State College, and has completed additional graduate courses in accounting and taxation at Colorado State University.
Frank Rolfe has been active in all facets of the MHC business for over two decades, where he has managed companies that have owned and operated MHCs across the U.S. He currently co-manages multiple investment funds, which specialize in investing in MHCs. Mr. Rolfe has performed due diligence on hundreds of MHCs, and is an author and speaker at MHC related events. Since June 2008, Frank has conducted MHC boot camps. Prior to his MHC business, he was the largest private owner of billboards in Dallas/Ft. Worth.
Ryan Smith brings with him more than fifteen years of business experience in market evaluation, property analysis, management systems, due diligence and investor relations. Mr. Smith is the co-manager of multiple investment funds, which specialize in investing in MHCs. Mr. Smith graduated from the University of Tampa with a Bachelor’s of Science in Computer Science. An athlete, he was highly recruited for both baseball and basketball and was drafted as a senior in high school by the Baltimore Orioles, and again in college by the Anaheim Angels. Mr. Smith pursued his athletic talents by playing baseball throughout his college experience. His foresight and ability to communicate the state of the marketplace has allowed him to be a featured commentator alongside the likes of Mayor Rudy Giuliani, General Colin Powell and other notable individuals. He is currently on the board of Young Life College – UCF and is a member of the Advisory Board for the National Christian Foundation’s Orlando chapter. Mr. Smith lives in Orlando with his wife and two children.
Jamie Smith is a real estate investor with over 12 years of experience investing in MHCs, single family residential and storage units. Mrs. Smith is the co-manager of multiple investment funds, which specialize in investing in MHCs. Mrs. Smith has experience overseeing the management of various types of real estate properties, focusing on investor relations, capital raising, and acquisitions. Mrs. Smith has managed a rent collection company, and is the manager of the Ryan and Jamie Smith Foundation. She authored a book on investing in MHCs and has spoken at numerous conferences on the topic. Mrs. Smith graduated from the University of Central Florida with a double major in Business and Psychology. She lives in Orlando with her husband and her two children.
Mr. Siragusa currently co-manages multiple funds, which specialize in investing in MHCs across the U.S. Mr. Siragusa has been involved in investor relations, capital raising, and acquisitions including due diligence and underwriting of MHC’s. He holds a Ph.D. in Electrical Engineering from the University of California at San Diego and has received multiple patents. Since 2008, he has served as President of the non-profit North San Diego Real Estate Investors Association, Inc. (NSDREI), a San Diego-based real estate education and networking organization. Mr. Siragusa also serves as an educator, mentor and consultant to other real estate Investors and professionals. He is blessed with a wonderful wife and two daughters.
Performance of Prior Funds (as of 3/31/2016) *
The members of the Fund Manager (and their affiliated companies) have been active in mobile home park investing for approximately two decades. Since 2010, they have raised more than $150 million from private investors for 15 funds. However, as with any investment, past performance is no guarantee of future results.
| MHPI I | MHPS Alumni | MHPS Alumni 2 | MHPI II | MHPS Alumni 3 | AHCF 1 | AHCF 2 | AHCF 3 | MHPI III | AHCF 4 | MHPI IV | AHCF 5 | MHPI V ** | AWA Fund | AHCF 6 ** | |
| Date Fully Subscribed | Feb-10 | May-10 | Oct-10 | Nov-10 | Jun-11 | Feb-12 | Oct-12 | Jul-13 | Feb-14 | Jul-14 | Nov-14 | May-15 | Aug-15 | Dec-15 | May-16 |
| Capital Raised | $2M | $2M | $2M | $5M | $3M | $5M | $10M | $10M | $10M | $20M | $15M | $25M | $16.71M | $29.36M | $50M |
| Capital Returned | $500k | $450k | $0 | $750k | $300k | $0 | $1.5M | $0 | $0 | $0 | $0 | $0 | $0 | ||
| Unreturned Capital | $1.51M | $1.55M | $2.02M | $4.2M | $2.7M | $5M | $8.5M | $10M | $10M | $20M | $15M | $25M | $5M | ||
| Current MHCs Owned Fully | 3 | 3 | 2 | 4 | 2 | 5 | 3 | 5 | 1 | 21 | 9 | 10 | 1 | ||
| Current MHCs Owned Partially | 1 | 1 | 2 | 11 | 6 | 10 | 15 | 9 | 18 | 22 | 10 | 25 | 46 | ||
| MHC Lots (Ownership % Adjusted) | 397 | 372 | 492 | 508 | 502 | 780 | 1,192 | 1,109 | 1,010 | 2,690 | 1,365 | 2,783 | 2,552 | ||
| Occupancy % | 84% | 88% | 85% | 79% | 78% | 84% | 89% | 84% | 76% | 76% | 81% | 79% | 80% |
* This information has been provided by the Fund Manager and has not been verified by Realty Mogul or North Capital Private Securities. As with any investment, past performance is no guarantee of future results.
** Operating less than a year and still in the acquisition phase.
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In this transaction, RealtyMogul.com investors will invest in Realty Mogul 49, LLC (the "Company"). The Company will invest in MHC America Fund, LLC (the "Fund"). The Fund will be a "semi-blind" fund as prospective members of the Fund can see the Manufactured Housing Communities ("MHCs") already acquired by the Fund, or currently under contract for acquisition by the Fund, but all future acquisitions have not yet been identified or acquired.
The Fund's primary strategy is to acquire, add value, and reposition MHCs that are currently generating income yet are under-valued, under-managed, under-performing, and/or improperly capitalized. MHCA Management, LLC (the "Fund Manager") intends to devise turnaround plans for each MHC that should maximize cash flow and appreciation. The goal is for each resident to own their home, while the Fund owns and maintains the underlying land and infrastructure such as roads, utilities, and amenities (if any). The Fund Manager believes this owner-resident relationship, and the fact that MHCs aren’t actually very mobile (due to the high cost and risk to move them), leads to resident longevity and other unique investment advantages. Furthermore, they feel MHCs provide a potential solution to one of America’s long-standing yet growing problems – the lack of affordable housing. Yet, at the same time, there is a limited supply of new MHCs and a high barrier-to-entry for new MHC development.
The Fund's exit strategy for individual MHCs is to sell them once repositioned when the Fund Manager believes their values have peaked and market conditions are deemed to be favorable for a sale. The duration of the Fund may be up to 10 years, or possibly longer, unless a completed roll-up transaction or initial public offering occurs prior. The Fund may re-invest capital to acquire new MHCs for the first five (5) years of the Fund.
NOTE: The funding bar pictured above represents the aggregate total of investments made by RealtyMogul.com investors into two investment entities (Realty Mogul 49, LLC and Realty Mogul 66, LLC ) participating in MHC America Fund, LLC.
RealtyMogul.com, along with MHCA Management, LLC (the "Fund Manager") are providing the opportunity to invest in MHC America Fund, LLC (the "Fund").
The investment objective of the Fund is to assemble a diversified portfolio of cash-flowing Manufactured Housing Communities ("MHCs") across the United States.
The Fund Manager considers this an investment that offers both the possibility of immediate cash flow and the potential for longer term capital appreciation.
To-date, aggregate investments made by RealtyMogul.com investors into investment entities participating in the Fund have totaled $3,435,000.
Pipeline Summary (as of 1/17/2017)
The Fund Manager has acquired 22 MHCs and identified another 10 for potential acquisition that are currently under contract. They believe these MHCs represent an opportunity to invest in quality assets that have been undervalued and not managed efficiently. They also feel that transitioning the management of these MHCs to their affiliate management company, RV Horizons, presents an opportunity to increase their overall success and growth potential.
| Park Name | City | State | Status | # of Parks | Purchase Price | Total # of Spaces | Occupancy % |
|---|---|---|---|---|---|---|---|
| Hampton Park MHC | Boise | ID | Acquired | 1 | $2,275,000 | 52 | 100.0% |
| La Villa | Las Vegas | NV | Acquired | 1 | $3,200,000 | 67 | 100.0% |
| Golf Site MHP | Seguin | TX | Acquired | 1 | $2,000,000 | 82 | 80.5% |
| Donahue Elite | New Braunfels | TX | Acquired | 1 | $1,850,000 | 47 | 100.0% |
| Canada San Miguel | Deer Park | TX | Acquired | 2 | $9,200,000 | 250 | 100.0% |
| Pleasant View | Duluth | MN | Acquired | 1 | $2,700,000 | 89 | 97.8% |
| Ivanhoe Estates MHP | Urbana | IL | Acquired | 1 | $12,375,000 | 323 | 89.8% |
| Forest Park Mobile Homes | Middletown | RI | Acquired | 1 | $2,050,000 | 82 | 82.9% |
| The Meadows at Carson Creek | Del Valle | TX | Acquired | 1 | $8,500,000 | 149 | 98.7% |
| Meadows MHP | Alma | MI | Acquired | 1 | $1,100,000 | 93 | 89.2% |
| Pecan Village & Shawnee MHP | Shawnee & Tecumseh | OK | Acquired | 2 | $2,500,000 | 191 | 94.2% |
| Sunnyside Estates | Ishpeming | MI | Acquired | 1 | $1,000,000 | 133 | 59.4% |
| Lake Superior Estates | Sault St. Marie | MI | Acquired | 1 | $2,500,000 | 222 | 65.8% |
| Dogwood Acres | Derry | PA | Acquired | 1 | $2,135,000 | 140 | 92.9% |
| 5 Seasons MHP | Cedar Falls | IA | Acquired | 1 | $2,400,000 | 130 | 96.9% |
| Green Meadows MHP | Grand Rapids | MI | Acquired | 1 | $2,550,000 | 156 | 65.4% |
| Village Park North | Bryan | TX | Acquired | 1 | $990,000 | 45 | 100.0% |
| Gulf Breeze MHC | Brownsville | TX | Acquired | 1 | $3,200,000 | 122 | 79.5% |
| Lexington Park | Vienna | WV | Acquired | 1 | $1,200,000 | 68 | 97.1% |
| Forest Lane MHP | Ishpeming | MI | Acquired | 1 | $50,000 | 14 | 78.6% |
| Redhill MHP | Gallup | NM | Under Contract | 1 | $10,750,000 | 428 | 97.2% |
| Ridgewood Estates | Layton | UT | Under Contract | 1 | $10,500,000 | 200 | 80.0% |
| Summit Ridge | Forsyth | MO | Under Contract | 1 | $888,000 | 60 | 90.0% |
| Westridge MHP | Albuquerque | NM | Under Contract | 1 | $7,725,000 | 200 | 88.5% |
| Happy Park | Balch Springs | TX | Under Contract | 1 | $1,150,000 | 55 | 94.5% |
| Hamman MHP | South Bend | IN | Under Contract | 1 | $950,000 | 70 | 84.3% |
| Sunny Acres & Woods MHCs | Dayton | OH | Under Contract | 2 | $14,275,000 | 543 | 93.4% |
| Redwood MHC & Storage | Pontiac | IL | Under Contract | 1 | $5,312,000 | 216 | 96.8% |
| Five C's MHP | Willard | UT | Under Contract | 1 | $1,200,000 | 40 | 85.0% |
| Total | 32 | $116,525,000 | 4,267 | 89.2% | |||
Not available for nationwide MHC fund.
The Fund Manager intends to acquire MHCs throughout the United States. They tend to target either larger markets or smaller growth markets with diversified employment. Locations having metro populations from 10,000 to 2,000,000 or more are typical, with a general concentration likely occurring in the Midwest and Great Plains regions. The members of the Fund Manager (and their affiliated companies) currently own and manage MHCs in 26 states.
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| Sample Total Capitalization (1) | |
| Sources of Funds | |
| Debt (2) | $215,570,000 |
| Equity | $100,000,000 |
| Total Sources of Funds | $315,570,000 |
| Uses of Funds | |
| Purchase Price | $307,950,000 |
| Acquisition Fee | $3,120,000 |
| Placement Fees | $2,500,000 |
| Organizational and Offering Expenses | $1,500,000 |
| FundAmerica Fees | $500,000 |
| Total Uses of Funds | $315,570,000 |
(1) - Note the above is only a representation of the possible capitalization based on the fund maximum offering total of $100M. The capitalized costs and structure is a reflection of the fees and allocations as laid forth by the Fund Manager detailed herein. Realty Mogul has assumed an allocation of $2M.
(2) - The Fund manager anticipates bank or seller financing will generally account for 60%-70% of the gross fair market value of each asset, with a maximum portfolio LTV of 75%.
MHCA Management, LLC (the "Fund Manager") anticipates bank or seller financing will generally account for 60-70% of the gross fair market value of each asset, with a maximum portfolio LTV of 75%.
There can be no assurance that a lender will provide debt on the rates and terms noted above, or at all. All rates and terms of the debt financing are subject to lender approval, including but not limited to possible increases in capital reserve requirements for funds to be held in a lender controlled capital reserve account.
MHCA Management, LLC (the "Fund Manager") intends to make distributions to Realty Mogul 49, LLC (the "Company") as follows:
Order of Distributions to the Company (Net Cash Flow after Debt Service)
- First, to the Company until a cumulative, preferred annualized return is received. This cumulative, preferred annualized return will vary depending on the respective year of the hold as follows:
- Year 1: 8%
- Year 2: 9%
- Year 3 - 10 +: 10%
- Second, to the Fund Manager for any asset management fees earned (current or deferred and accrued)
- Any excess balance will be split 50% to the Company, based on its ownership of the Fund, and 50% to the Fund Manager
Order of Distributions to the Company (Refinance, and Sales Proceeds) *
- First, to the Company until a cumulative, preferred annualized return is received. This cumulative, preferred annualized return will vary depending on the respective year of the hold as follows:
- Year 1: 8%
- Year 2: 9%
- Year 3 - 10 +: 10%
- Second, to the Company until a return of one hundred percent (100%) of its initial capital contribution is received;
- Third, to the Fund Manager for any asset management fees earned (current or deferred and accrued)
- Any excess balance will be split 50% the Company, based on its ownership of the Fund, and 50% to the Fund Manager
* The Fund Manager may decide to use some or all of the proceeds from a capital event (i.e., refinance or sale): a) to purchase additional properties; or b) to increase reserves, improve existing properties, or pay down debt owed by the Fund. Proceeds from a capital event may only be used for additional acquisitions within the first five (5) years of the Fund.
The manager of the Company will distribute 100% of its share of excess cash flow (after expenses and fees) to its members (the Realty Mogul 49, LLC investors). A management and administrative fee will be charged to Realty Mogul 49, LLC investors contributing less than $250,000. Realty Mogul 49, LLC investors contributing at least $250,000 will not be subject to this fee, the amount of which is further detailed in the fees table below.
Distributions are estimated to start in June 2017 and are estimated to continue on a quarterly basis thereafter. Distributions will be evaluated on a quarterly basis by the Fund Manager. The Fund Manager will strive to make quarterly distributions, although the Fund Manager shall, at a minimum, make annual distributions. These distributions are at the discretion of the Sponsor, who may decide to delay distributions for any reason, including maintenance or capital reserves.
Certain fees and compensation will be paid over the life of the transaction. The following fees and compensation will be paid:
| Type of Fee | Amount of Fee | Received By | Paid From | Notes |
| One-Time Fees: | ||||
|---|---|---|---|---|
| Acquisition Fee | Up to 1.0% of total acquisition cost | Fund Manager | Capitalized Equity Contribution | Paid at the closing of each respective MHC acquisition |
| Loan Fees (if required by lender) |
Loan Guarantee Fee - Up to 2.5% of loan amount Limited-Recourse Guarantee Fee - Up to 0.75% of loan amount |
Any party providing a personal guarantee | Capitalized Equity Contribution and/or Operating Cash Flow | The Loan Guarantee Fee will be paid in equal installments over the term of the loan. If the loan is refinanced prior to maturity, the remaining scheduled payments associated with that loan will no longer be due. |
| Placement Fees * (inclusive of the below Broker-Dealer Fee) | Up to 2.5% of gross proceeds from capital raise | Various broker-dealers | Capitalized Equity Contribution | This fee is an estimate of what will be paid to broker-dealers for equity placement (inclusive of the Broker-Dealer Fee described below). |
| * Broker-Dealer Fee (included in the above Placement Fees estimate) | 4.0% of the amount invested by the Company into the Fund | North Capital (1) | Capitalized Equity Contribution | Included in the Placement Fees estimate described above; paid upon investment(s) made into the Fund. |
| FundAmerica Fee | 0.5% of gross proceeds from capital raise | FundAmerica | Capitalized Equity Contribution | |
| Recurring Fees: | ||||
| Property Management Fee | Commensurate with local property management fees | RV Horizons, Inc., an affiliate of the Fund Manager | Operating Cash Flow | |
| Asset Management Fee | Year 1: 0.5%; Year 2: 0.75%; Year 3+: 1.0% | Fund Manager | Operating Cash Flow | Fee based on total acquisition costs of all assets in the fund. If an appraisal is completed on any of the assets, the greater of the two values will then be used for this calculation. |
| Management and Administrative Fee |
RealtyMogul.com investors contributing less than $250,000: Year 1: 0%; Year 2: 1%; Year 3+: 2% RealtyMogul.com investors contributing equal to or greater than $250,000: 0% |
RM Manager, LLC | Distributable Cash | Fee based on amount invested in the Company. RM Manager, LLC is the manager of the Company and a wholly-owned subsidiary of Realty Mogul, Co. (2) |
|
Disposition Fee |
Up to 1.0% of sale price | Fund Manager, or an affiliate | Upon sale of property(ies) | May only be earned on a sale that would be profitable to the Fund after such fee was paid |
Notes:
(1) Certain employees of Realty Mogul, Co. are registered representatives of, and are paid commissions by, North Capital Private Securities Corp., a Delaware corporation ("North Capital"). In addition, North Capital pays a technology provider services fee to Realty Mogul, Co. for licensing and access to certain technology, reporting, communications, branding, entity formation and administrative services performed from time to time by Realty Mogul, Co., and North Capital and Realty Mogul, Co. are parties to a profit sharing arrangement.
(2) Fees may be deferred to reduce impact to investor distributions
The above presentation is based upon information supplied by the Fund Manager or others. Realty Mogul, Co., RM Manager, LLC, and Realty Mogul 49, LLC, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.
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, LLCSponsor 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 DocumentsThe 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 InvestmentThis 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 AssumptionsSponsor 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 PerformanceAny 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 DebtA 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 RegisteredSponsor’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 AdviceNothing 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 RiskInternal 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.