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.
ColdWater Partners
ColdWater Partners LLC ("CWP") is a real estate investment company formed in 2016 by Marc Venegas to acquire multifamily assets in major markets in the Western United States. CWP focuses on well located apartment properties with strong current cash flow and value add potential in markets expected to experience above average job growth. CWP employs a disciplined and consistent underwriting process based upon macroeconomic trends, submarket factors and property fundamentals.
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Marc VenegasFounder & CEO -
Kyle HenricksonAsset Manager
Marc Venegas formed ColdWater Partners to invest in multifamily properties throughout the Western United States and is responsible for all aspects of identifying and managing the firm’s investments. ColdWater Partners currently owns Lamar Station Apartments in Lakewood, CO and expects to expand its Denver portfolio with the acquisition of Parkwood Plaza Apartments in January 2017.
Prior to forming ColdWater Partners, Marc was the Director of Multifamily Investments for MIG Real Estate, a Newport Beach family office with over $2 billion of assets under management. Marc was responsible for identifying investment opportunities throughout the Western United States and overseeing the asset management for the multifamily portfolio. Over four years, Marc acquired $700 million of multifamily properties and managed a portfolio with over 6,200 units producing returns significantly in excess of underwriting including two dispositions that generated a blended 24% IRR and 1.8x equity multiple.
Prior to joining MIG Real Estate in 2012, Marc was a Senior Vice President of Acquisitions at Heitman, a Chicago-based real estate investment advisory firm with over $22 billion of assets under management, where he was responsible for identifying investment opportunities throughout the Western United States.
Before joining Heitman in 2006, Marc was a Vice President, Fund Investment Management, with the J. E. Robert Companies. Marc began his real estate career as a senior financial analyst with NHP Incorporated, a Washington DC-based multifamily owner and operator.
Over his 20-year career, Marc has successfully underwritten and closed over $3.0 billion of transactions in all property types, including over 16,000 multifamily units.
Marc holds a Bachelor of Science Degree in Economics from the University of Pennsylvania and is a licensed real estate broker in the State of California.
Kyle Henrickson joined ColdWater Partners in December 2016 and is responsible for fund raising and investment analysis. Prior to joining ColdWater Partners, Kyle was in the debt and equity practice at HFF in Los Angeles.
Before joining HFF, Kyle was a Senior Vice President at George Smith Partners, a Los Angeles-based real estate investment banking firm, where he was responsible for underwriting, structuring/due diligence activities, and market research related to identifying the optimal capital source for commercial real estate transactions. Kyle successfully closed $1.3 billion in commercial mortgage debt and equity for all property types across the country. Areas of expertise include joint venture and preferred equity advisory as well as permanent, bridge, and mezzanine debt financing.
The below track record for Marc Venegas includes CWC's previous apartment acquisition, as well as those Mr. Venegas was responsible for while Director of Multifamily Investments at MIG Real Estate.
| Property Name | Location | Date Acquired | # of Units | Purchase Price |
|---|---|---|---|---|
| ColdWater Partners - Founder & CEO (2016 - Present) | ||||
| Lamar Station Apartments | Denver, CO | Jun-16 | 138 | $12,750,000 |
| Subtotal | 138 | $12,750,000 | ||
| MIG Real Estate - Director of Multifamily (2012-2016) | ||||
| Berkshire Apartments | Renton, WA | Dec-15 | 274 | $46,600,000 |
| Regency at Stone Bridge Ranch | McKinney, TX | Mar-15 | 301 | $49,000,000 |
| Midtown Commons | Austin, TX | Feb-15 | 562 | $90,000,000 |
| Alta Heights | Houston, TX | Dec-14 | 256 | $53,000,000 |
| Elan City Centre | Dallas, TX | Nov-14 | 330 | $45,750,000 |
| Marquis at Rogers Ranch | San Antonio, TX | Sep-14 | 246 | $31,700,000 |
| Symphony | Chandler, AZ | Aug-14 | 234 | $35,500,000 |
| Quadrangles Village | Tempe, AZ | Apr-14 | 510 | $41,850,000 |
| Copper Terrace | Centennial, CO | Feb-14 | 168 | $24,000,000 |
| Adagio Swenson Farms | Austin, TX | Jan-14 | 336 | $32,875,000 |
| Pine Creek Ranch | Houston, TX | Aug-13 | 240 | $33,000,000 |
| Acacia Creek | Scottsdale, AZ | Feb-13 | 304 | $40,000,000 |
| Churchill Downs | Denver, CO | Dec-12 | 168 | $19,040,000 |
| Canyon Point Cottages | Golden, CO | Aug-12 | 196 | $31,250,000 |
| Huntington | Lakewood, CO | Aug-12 | 288 | $28,700,000 |
| Hamptons | Lakewood, CO | Aug-12 | 312 | $36,000,000 |
| The Cottages | Austin, TX | Jun-12 | 330 | $35,500,000 |
| Wynhaven at Willowbrook | Austin, TX | May-12 | 372 | $26,500,000 |
| Subtotal | 5,427 | $700,265,000 | ||
| Total | 5,565 | $713,015,000 | ||
The above track record information was provided by the Sponsor and has not been independently verified by RealtyMogul.com.
In this transaction, RealtyMogul.com investors are to invest in Realty Mogul 76, LLC. Realty Mogul 76, LLC is to subsequently invest in CWP Parkwood Plaza JV, LLC, a limited liability company that will (through another wholly-owned entity) hold title to the Property.
The Sponsor has budgeted approximately $455,000 for exterior capital improvements, deferred maintenance and green energy upgrades to enhance the Property's curb appeal and decrease turnover and maintenance costs at the Property going forward. The contemplated deferred maintenance items include replacing furnaces, water heaters and AC units across the Property. Major portions of the exterior improvement plan include repainting the entire Property, refreshing and replacing wooden balconies and stairs as necessary, and refreshing the roofs and parking lots at the Property. Additionally, the Sponsor intends to move to low-flow shower heads and toilets across the Property, which should decrease utility costs. A full list of the contemplated exterior rehab and deferred maintenance costs is as follows:
| Item | $ Amount | Per Unit |
|---|---|---|
| Furnace Replacements | $134,400 | $1,169 |
| Exterior Painting | $66,000 | $574 |
| Balcony and Stairs Wood Repair | $50,000 | $435 |
| Green Energy Repairs | $46,500 | $404 |
| Water Heater Replacements | $36,000 | $313 |
| Roof Repairs | $25,000 | $217 |
| AC Unit Replacements | $24,000 | $209 |
| Parking Lot Repair & Restripe | $22,000 | $191 |
| Mailbox Building Removal | $15,000 | $130 |
| Landscaping | $10,000 | $87 |
| Pet Park | $10,000 | $87 |
| Other | $15,950 | $139 |
| Total Capital Expenditure Reserve | $454,850 | $3,956 |
The Sponsor is currently working with the City of Denver to change the zoning regulations for the Property. The Property is currently zoned to allow only 115 income-producing units. While the Property is currently set up with 115 leasable units and a leasing office, there are four additional units at the Property which could be leased for additional revenue should the zoning for the Property be changed.
To this end, the Sponsor is currently pursuing a change in zoning with the zoning inspector of the City of Denver. Should the zoning changed be approved it is anticipated that the four units which are not currently included among the leasable units would become available for lease. The resulting unit mix for the Property would then be as follows:
| Unit Type | # of Units | Avg SF/Unit | In-Place Rent | Rent/SF | Market Rent** | Rent/SF |
|---|---|---|---|---|---|---|
| 1 Bed, 1 Bath | 89 | 525 | $792 | $1.51 | $825 | $1.57 |
| 1 Bed, 1 Bath | 30 | 575 | $824 | $1.43 | $875 | $1.52 |
| Total | 119 | 538 | $800 | $1.49 | $838 | $1.56 |
*Note: While the Sponsor believes it likely that the change in zoning is approved, the projected returns represented on this page assume that the change is not approved, which would yield lower projected returns to investors. To see projected returns assuming the change in zoning is approved refer to page five of the Investor Document Package attached to the Financials tab of this offering.
**Note: Market rent figures are via Axiometrics projections for the Property, and are consistent with recent leasing at the Property.
Should the zoning change request not be approved the Sponsor will need to make alterations to the Property to legally conform with the existing PUD #180 zoning code. To this end, the Sponsor has budgeted $145,000, or $36,750 per unit, in reconfiguration capital to merge the four current non-leasable units at the Property with adjacent units. The new units would be three (3) bedroom, one (2) bathroom units and its anticipated they would achieve a higher rent than any existing one (1) bedroom, one (1) bathroom units at the Property. It's anticipated that this change in unit makeup for the Property, in tandem with restriping the parking lot and updating landscaping at the Property would bring the Property into compliance with current zoning. Under this scenario, the anticipated unit mix for the Property would be as follows:
| Unit Type | # of Units | Avg SF/Unit | In-Place Rent | Rent/SF | Market Rent** | Rent/SF |
|---|---|---|---|---|---|---|
| 1 Bed, 1 Bath | 85 | 525 | $792 | $1.51 | $825 | $1.57 |
| 1 Bed, 1 Bath | 25 | 575 | $824 | $1.43 | $875 | $1.52 |
| 3 Bed, 2 Bath | 4 | 1,100 | $1,500 | $1.36 | $1,500 | $1.36 |
| Total | 115 | 556 | $824 | $1.49 | $860 | $1.55 |
*Note: While the Sponsor believes it likely that the change in zoning is approved, the estimated returns shown on this offering assume it is not in order to represent more conservative assumptions.
**Note: One (1) bedroom, one (1) bathroom market rent figures are via Axiometrics projections for the Property, and are consistent with recent leasing at the Property. Market rent figures for three (3) bedroom, one (2) bathroom rent figures are via CoStar and are based on three (3) bedroom, one (2) bathroom rent comparables in the submarket.
Sponsor Case Study - Lamar Station Apartments
The Sponsor purchased Lamar Station Apartments, a 138 unit multifamily property approximately five miles from the Property, in June of 2016. Since acquisition the Sponsor has been implementing an interior and exterior renovation plan at that property. Sponsor's year-end reporting for Lamar Station Apartments shows that the Sponsor has successfully increased rents 10.9% since acquisition and outperformed the acquisition underwritten net operating income for the year 2016.
Note: The above case study details were provided by the Sponsor and while RM has reviewed the Sponsor's year end financial reports for Lamar Station Apartments RM makes no representations or guarantees regarding the performance of that property.
RealtyMogul.com, along with ColdWater Partners, LLC (the “Sponsor”), is providing the opportunity to invest in the acquisition and ownership of the Parkwood Plaza Apartments (the "Property"), a 115 unit, garden-style apartment complex located in Denver, CO.
The primary objective of this investment is to implement a light exterior renovation plan to improve the Property's curb appeal, which should aid in leasing efforts, and sell the Property in approximately five years.
Built in 1981, this garden-style apartment was 100% leased as of January 30, 2017. The Property primarily functions as workforce housing and is comprised entirely of one (1) bedroom, one (1) bathroom units. The Property is situated on 2.6 acres in infill Denver. Each unit is individually metered for electricity and gas, with water and sewer reimbursed using a ratio utility billing system. While the Sponsor does not intend to implement a full interior renovation program at the Property, the Sponsor has budgeted $620 per unit per year for turnover and replacement reserves to make ready turning units at the Property going forward.
| Unit Type | # of Units | Avg SF/Unit | In-Place Rent | Rent/SF | Market Rent* | Rent/SF |
|---|---|---|---|---|---|---|
| 1 Bed, 1 Bath | 86 | 525 | $792 | $1.51 | $825 | $1.57 |
| 1 Bed, 1 Bath | 29 | 575 | $824 | $1.43 | $875 | $1.52 |
| Total | 115 | 538 | $800 | $1.49 | $838 | $1.56 |
*Note: Market rent figures are via Axiometrics projections for the Property, and are consistent with recent leasing at the Property.
The Property is situated on 2.6 acres, providing for a density of 45.1 units per acre. Property amenities include an on-site leasing office, park, and multiple laundry centers. The Property's 149 parking spaces equates to 1.3 spaces per unit. The Property consists of wood-frame construction with stucco siding and concrete slab foundation.
| Property | Subject | Orchard Glen | The Amherst | Mansard Square | Blvd. Gardens | Loretto Heights | Total / Averages |
|---|---|---|---|---|---|---|---|
| Total # of Units | 115 | 114 | 81 | 42 | 40 | 312 | 115 |
| Occupancy | 100% | 100% | 100% | 100% | 95% | 91% | 97% |
| Year Built | 1981 | 1973 | 1973 | 1983 | 1971 | 1989 | 1979 |
| 1 Bedroom 1 Bathroom | |||||||
| # of 1 Bed Units | 115 | 9 | 42 | 30 | 4 | 100 | 37 |
| Average SF | 538 | 595 | 560 | 575 | 600 | 800 | 626 |
| Asking Rental Rate | $838 | $1,020 | $913 | $829 | $1,063 | $1,540 | $1,022 |
| Asking Rental Rate $/SF | $1.56 | $1.71 | $1.63 | $1.44 | $1.77 | $1.93 | $1.71 |
| Quality | - | Inferior | Similar | Similar | Similar | Superior | - |
| Distance from Subject (miles) | - | 0.5 | 2.0 | 1.3 | 2.2 | 2.7 | 1.8 |
| Property | Subject | Lamar Station | Carriage Hill | Sage Brook | Village by the Park | Sheridan South | Total / Averages |
|---|---|---|---|---|---|---|---|
| Sale Date | - | Jun-16 | Jun-16 | Aug-16 | Aug-16 | Aug-16 | - |
| # of Units | 115 | 138 | 103 | 216 | 288 | 109 | 171 |
| Year Built | 1981 | 1971 | 1975 | 1972 | 1971 | 1962 | 1970 |
| Purchase Price | $10,725,000 | $12,748,600 | $9,500,000 | $26,300,000 | $26,000,000 | $12,050,000 | $17,319,720 |
| $/Unit | $93,261 | $92,381 | $92,233 | $121,759 | $90,278 | $110,550 | $101,440 |
| Cap Rate | - | 6.84% | 5.17% | 6.09% | 6.14% | 5.97% | 6.04% |
| Distance from Subject (miles) | - | 5.4 | 13.7 | 10.4 | 16.7 | 2.6 | 9.8 |
Sale and Leasing Comp information provided from final CBRE appraisal for the Property.
The Property is located in Denver, Colorado in the heart of the South Federal Corridor. Federal Boulevard is a critical north-south link along the west side of downtown Denver. The South Federal Corridor is located equidistant between the upper-middle class suburban neighborhoods of Englewood and Lakewood. The Property is within walking distance of King Soopers, Walmart and an abundance of specialty retailers and grocery stores. Additionally, the Property is 0.3 miles from the recently opened Denver Health’s Southwest Family Health Center and Urgent Care. The new 45,000 square foot building includes primary care doctors, dentists, vision care, mental health services, a pharmacy and an urgent care. The Property is less than 15 minutes south of Downtown Denver.
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Market Overview
According to the first quarter 2017 Axiometrics Market Performance market report, Denver's annual rent growth came in at 3.4% year-over-year as of first quarter 2017. Rent growth as of first quarter 2017 marks a slowdown from the prior four quarters, when rents were up by over 9.0% year-over-year - a cyclical peak. Rents had posted five-year gains of 30.0% as of year-end 2015. Vacancies do remain tight however, a testament to resilient apartment demand. Calendar years 2014 and 2015 were the two largest years for new supply on record, excluding the apartment boom of the early 1970s, and few markets in the country could maintain well-controlled vacancies in the face of a 10.0% rent hike and a 4.0% inventory expansion.
Per Axiometrics, any bearishness moving forward is a factor of massive supply numbers, as rental demand drivers look excellent on all fronts. Denver has become a premier destination for educated Millennials, and its net migration and total employment growth remain well above the national average. Denver is routinely considered one of the best cities in the nation on a range of life metrics - it ranked first in the U.S. News & World Report's 2016 list of Best Places to Live, which is based on quality of life, the job market, and people's desire to live there. This has led to a high value proposition for companies considering relocating, expanding, or starting a business in Denver. A handful of major tax-incentive packages recently approved by the Denver Office of Economic Development, involving thousands of high-paying jobs, supports the idea that Denver is on the path to continued economic growth.
Submarket Overview
The Denver-South/Glendale submarket is situated southwest of Downtown Denver. Per Axiometrics, while the effects of the submarket's substantial development - which began in earnest in 2013 - manifested in rent growth well below the metro average from 2013-2015, a recent slowdown in deliveries has allowed vacancies to fall and rents to post solid gains in the year ending as December 2016. There is substantial current development in the submarket itself (800 units underway as of December 2016), and competing development in Downtown/Cherry Creek, where almost 6,000 units are under construction. However, new construction product is primarily Class A multifamily and will not directly compete with the Property.
Demographic Information
| Distance from Property | 1 Mile | 3 Miles | 5 Miles |
|---|---|---|---|
| Population | 28,927 | 173,981 | 464,988 |
| Population Growth (2010-2016) | 9.8% | 9.3% | 11.2% |
| Expected Growth (2016-2021) | 9.8% | 9.0% | 9.0% |
| Average Household Income | $50,751 | $61,467 | $75,580 |
| Median Household Income | $41,724 | $46,391 | $53,487 |
| Median Home Value | $153,742 | $197,720 | $270,103 |
| Owner Occupied Households | 4,930 | 34,291 | 98,892 |
| Renter Occupied Households | 4,114 | 29,080 | 110,439 |
Demographic information above was obtained from CoStar.
| Sources of Funds | Cost |
|---|---|
| Debt | $8,028,000 |
| Equity | $3,674,380 |
| Total Sources of Funds | $11,702,380 |
| Uses of Funds | Cost |
| Purchase Price | $10,725,000 |
| Acquisition Fee | $107,250 |
| Closing Costs | $90,000 |
| Loan Fee | $80,280 |
| Broker Dealer Fee | $50,000 |
| Zoning Change Legal Costs | $30,000 |
| Exterior Property Rehabilitation Budget | $260,450 |
| Deferred Capital Items | $194,400 |
| Unit Reconfiguration Budget | $145,000 |
| Working Capital | $20,000 |
| Total Uses of Funds | $11,702,380 |
The targeted terms of the debt financing are as follows:
- Lender: CBRE
- Loan Type: Agency (Freddie Mac - DUS)
- Proceeds: $8,028,000
- Loan to Purchase: 75%
- Term: Ten (10) years
- Rate: 4.59%
- Amortization: 30 years
- Interest-Only Period: Three (3) years
- Extensions: None
- Prepayment: Yield maintenance through Month 114, 1.0% prepayment premium from Month 115 through Month 117
- Replacement Reserves - Initial Deposit: $86,377
- Replacement Reserves - Monthly Ongoing: $252 per unit per year
- Immediate Repairs Reserve: $100,469
- Green Up Reserve: $46,500
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.
CWP Parkwood Plaza JV, LLC intends to make distributions of operating cash flows to investors (Realty Mogul 76, LLC, Other LP investors and Sponsor, collectively, the "Members") as follows:
- To the Members, pari passu, all excess operating cash flows to a 8.0% Preferred Return to the Members,
- 80.0% / 20.0% (80.0% pro rata to the Members / 20.0% to the Sponsor) of excess operating cash flows thereafter. Any excess operating cash flows distributed to the Members above the 8.0% Preferred Return will be treated as a return of capital.
CWP Parkwood Plaza JV, LLC intends to make distributions of cash flows due to the sale or refinance of the Property to the Members as follows:
- To the Members, pari passu, all excess operating cash flows to a 8.0% Preferred Return to the Members,
- To the Members, pari passu, all excess cash flows and appreciation until all Members have received a full return of capital,
- 80.0% / 20.0% (80.0% pro rata to the Members / 20.0% to the Sponsor) of excess cash flows and appreciation thereafter.
Note that these distributions will occur after the payment of the Company's liabilities (loan payments, operating expenses and other fees as set forth in the LLC agreement, in addition to any member loans or returns due on member loans).
Realty Mogul 76, LLC will distribute 100% of its share of excess cash flow (after expenses and fees) to the members of Realty Mogul 76, LLC (the RealtyMogul.com investors).
Distributions are expected to start in September 2017 and are expected to continue on a quarterly basis thereafter. These distributions are at the discretion of the Sponsor, who may decide to delay distributions for any reason, including maintenance or capital reserves.
| 2017* | 2018 | 2019 | 2020 | 2021 | |
|---|---|---|---|---|---|
| Effective Gross Revenue | $991,334 | $1,269,592 | $1,322,711 | $1,384,868 | $1,434,702 |
| Total Operating Expenses | $453,936 | $561,653 | $579,041 | $594,593 | $612,627 |
| Net Operating Income | $537,399 | $707,940 | $743,669 | $790,275 | $822,075 |
| Annual Debt Service | $307,071 | $368,485 | $368,485 | $472,485 | $493,286 |
| Distributions to Realty Mogul 76, LLC Investors | $44,285 | $67,511 | $73,381 | $61,868 | $1,459,485 |
*Note: As the Property is anticipated to be acquired on March 2, 2017, the 2017 year of targeted cash flow represents only 10 months of projected operations, whereas 2018-2021 targeted cash flows are representative of a full calendar year.
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 | $107,250 | Sponsor | Capitalized Equity Contribution | 1.00% of the property purchase price |
| Broker-Dealer Fee | $50,000 | North Capital (1) | Capitalized Equity Contribution | 4.00% of equity raised by RealtyMogul.com or a minimum of $50,000 |
| Recurring Fees | ||||
| Property Management Fee | 3.0% of Effective Gross Income | Apartment Management Consultants, LLC | Distributable Cash | Unaffiliated third party |
| Asset Management Fee | 0.5% of Effective Gross Income | Sponsor | Distributable Cash | |
| Management and Administrative Fee | 1.0% of amount invested in Realty Mogul 76, LLC | RM Manager, LLC | Distributable Cash | RM Manager, LLC is the Manager of Realty Mogul 76, LLC and a wholly-owned subsidiary of Realty Mogul, Co. (2) |
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 Sponsor or others. Realty Mogul, Co., RM Manager, LLC, and Realty Mogul 76, 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.