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Parkwood Plaza Apartments
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100% funded
Offered By ColdWater Partners
15.0%* TARGET IRR 15.0%-%
Estimated Hold Period 5 years
Estimated First Distribution 9/2017
*Please carefully review the Disclaimers section below, including regarding Sponsor’s assumptions and target returns
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Project Summary
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Multifamily property being acquired in a major city by a Sponsorship group with an institutional background in the product type and market.
Property at a glance
Year Built 1981
Number of Units 115
Gross Building Area 64,500 square feet
Occupancy 100%
Parking Spaces 149 (1.3 per unit)
Acquisition Price


Number of Buildings


Investment Highlights
Marc Venegas, Founder and CEO of the Sponsor, reports completing over $710 million of multifamily acquisitions over the past five years
Sponsor reports having recently purchased a similar multifamily asset in the market which is currently outperforming its business plan
The Property is located in an infill location in the Denver market
Cumulative Distributions

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.

  • Marc Venegas
    Founder & CEO
  • Kyle Henrickson
    Asset Manager
Marc Venegas
Founder & CEO

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
Asset Manager

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.

Track Record

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​.

Business Plan

In this transaction, 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:

Exterior Rehab, Deferred Maintenance & Green Energy Installment Costs
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 Mix - Assuming Zoning Change is Approved*
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 Mix - Assuming Zoning Change is Not Approved and Units are Reconfigured*
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.


Property, 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.

Property Details

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 Mix - As-Is
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. 


Leasing Comps
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
Sale Comps
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 & Uses

Total Capitalization
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
Debt Assumptions

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:

  1. To the Members, pari passu, all excess operating cash flows to a 8.0% Preferred Return to the Members,
  2. 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:

  1. To the Members, pari passu, all excess operating cash flows to a 8.0% Preferred Return to the Members,
  2. To the Members, pari passu, all excess cash flows and appreciation until all Members have received a full return of capital, 
  3. 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 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. 

Targeted Cash Flow
  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 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)

(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.


Zoning Risk

As currently configured, the Property may be legally non-conforming under applicable zoning laws, ordinances and/or regulations (the “Zoning Regulations”) in the jurisdiction in which the Property is located. Sponsor has been granted a grace period to request a zoning variance for the Property. Should this grace period expire and/or Sponsor fail to secure a variance, Sponsor will reconfigure the Property using a reserve in the amount of $145,000, to comply with applicable Zoning Regulations. There can be no assurance that Sponsor will be granted a variance. Furthermore, in the event that Sponsor is required to reconfigure the Property, there can be no assurance that such reconfiguration will be consummated on a timely basis, that such work will not materially adversely affect other aspects of the operation of the Property, or that the plan will result in the Property successfully complying with applicable Zoning Regulations. Any delays or adverse effects of such reconfiguration could adversely affect the Property’s financial results or business operations and thus the value of the Company’s investment. Sponsor Entity and the Company are susceptible to the risks applicable to owning commercial real estate generally (which are beyond their control), including changes in zoning laws, which could result in decreases in market rental rates and increases in vacancy rates, which could adversely affect Sponsor Entity’s results of operations and thus the value of the Company’s investment.

Apartment Complex - Competition

Competition in the Property’s local market area is significant and may affect the Property’s occupancy levels, rental rates and operating expenses. The Property will compete with other residential alternatives to attract tenants, including but not limited to other apartment units that are currently available for rent, new apartments that are built and condominiums/houses that are for rent or sale. If development of apartment complexes by other operators were to increase, due to increases in availability of funds for investment or other reasons, then competition with the Property could intensify. If the Property is not able to successfully compete with the competitive residential alternatives in the local or regional area this could adversely affect the ability of Sponsor Entity to sell the Property, rent its units as necessary to maintain occupancy, and/or to increase or maintain unit rental rates.

Vacancies and Tenant Defaults May Reduce the Property’s Revenues

A vacancy or default of a tenant on its rent will cause the Sponsor Entity to lose the revenue from that unit and, if enough effective vacancies occur, it could cause the Sponsor Entity to have to find an alternative source of revenue to meet any loan payments and other operating expenses for a particular property and it may not be possible to have to find a viable alternative source of revenue. If the company managing the investment property does not employ sufficiently aggressive marketing campaigns and/or lease incentive programs, vacancies may increase and an investment in the Company may be adversely affected.

Colorado Flood Risk

The Property is located in Denver, Colorado, which is subject to occasional and sometimes destructive flooding emanating from various weather systems.  There can be no assurance that a flood will not cause significant damage to the Property, in which case the business and financial condition of the Sponsor Entity, and thus the Company, would be materially adversely affected.

Interest-Only Loan Period

The loan being used to acquire the Property is expected to have an interest-only period during the first 36 months of the loan term, which means that there will be no reduction in the principal balance during that interest-only period.

Forward-Looking Statements

Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. We use words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions to identify these forward-looking statements

Illiquid Investment - Transfer Restrictions & No Public Market

The transferability of membership interests in Realty Mogul 76, LLC are restricted both by the operating agreement for that entity and by U.S. federal and state securities laws. In general, investors will not be able to sell or transfer their interests. There is also no public market for the investment interests and none is expected to be available in the future. Persons should not invest if they require any of their investment to be liquid. This is particularly important for persons of retirement age, who should plan carefully to assure that their assets last throughout retirement.

Uncertainty Surrounding Future Sales Price

There is risk associated with the Sponsor being unable to sell the Property as projected.

Interest Rate Risk

The Federal Reserve has methodically reduced the amount of stimulus it was earlier injecting into the U.S. economy, and has signaled that increases in the federal funds rate may be forthcoming. This could potentially lead to rising interest rates offered by other lenders and could have a negative effect on the future value of the Property (since higher loan interest rates might mean that potential buyers would face proportionately higher debt service expenses).

Mortgage Risk

The Sponsor has a signed term sheet with a lender to provide the debt financing for the acquisition of the Property, but there can be no assurance that the lender will complete financing on the rates and terms included in the underwriting being presented in the model for this investment opportunity. All rates and terms of the debt financing are subject to final lender committee approval, including but not limited to a modification in lender held capital reserve requirements that may result in a corresponding movement of certain funds currently projected as being held in a Sponsor controlled capital escrow account.

Management Risk

Investors will be relying solely on the Sponsor for the execution of its business plan. The Sponsor may in turn rely on other key personnel with relevant experience and knowledge, including contractors and consultants. Members of CWP Parkwood Plaza JV, LLC (including Realty Mogul 76, LLC) will agree to indemnify the manager in certain circumstances, which may result in a financial burden if any litigation results from the execution of the business plan. While the Sponsor has significant operating experience, CWP Parkwood Plaza JV, LLC is a newly formed company and has no operating history or record of performance. Realty Mogul 76, LLC is pursuing a venture capital strategy through its investment in CWP Parkwood Plaza JV, LLC, and the manager of Realty Mogul 76, LLC is expected to be treated as an investment adviser exempt from federal or state registration under this strategy.

Manager of Realty Mogul 76, LLC Will Participate in Sponsors' Promote Interest

The manager of Realty Mogul 76, LLC will be entitled to a participation in the value of any excess distributable cash flow and any appreciation of the Property realized upon its sale. This could lead to a potential conflict of interest between the manager and Realty Mogul 76, LLC. Investors must recognize and agree to waive and bear the risk of this conflict of interest.

Uncertain Distributions

The Sponsor cannot offer any assurances that there will be sufficient cash available to make distributions to its members (including Realty Mogul 76, LLC) from either net cash from operations or proceeds from the sale or refinancing of the asset. Sponsor, in its discretion, may retain any portion of such funds for tenant improvements, tenant refurbishments and other lease-up costs or for working capital reserves. Sponsor has chosen to make distributions quarterly.

Risk of Interest Charges for Sponsor Capital Calls

The amount of capital that may be required by CWP Parkwood Plaza JV, LLC from Realty Mogul 76, LLC is unknown, and although CWP Parkwood Plaza JV, LLC does not require that its members contribute additional capital to it, it may from time to time request additional funds in the form of loans or additional capital. Realty Mogul 76, LLC does not intend to participate in a capital call if one is requested by CWP Parkwood Plaza JV, LLC, and in such event the manager of CWP Parkwood Plaza JV, LLC may accept additional contributions from other members of CWP Parkwood Plaza JV, LLC. Amounts that the manager of CWP Parkwood Plaza JV, LLC advances on behalf of Realty Mogul 76, LLC will be deemed to be a manager loan at an expected interest rate of 10%. Amounts that are contributed by existing or new members will be deemed to be additional capital contributions, in which case Realty Mogul 76, LLC's interest in CWP Parkwood Plaza JV, LLC will suffer a proportionate amount of dilution.

Uncertain Exit Timing

Although it is anticipated that the Property will be sold at the end of the expected five year hold period, Realty Mogul 76, LLC will not have full control over the timing of the sale of the Property, and therefore we cannot offer assurances of when the exit will occur. The Sponsor's decision to hold the Property for longer than seven years will require a vote of a majority of the then current members of CWP Parkwood Plaza JV, LLC. If the Property is not sold after seven years, Realty Mogul 76, LLC may have the right (either at that point or at a later time), subject to other contractual limitations such as the loan on the Property and the requirements of the operating agreement of CWP Parkwood Plaza JV, LLC, to force a sale of the Property or force a sale of the interests of Realty Mogul 76, LLC in CWP Parkwood Plaza JV, LLC.

General Economic and Market Risks

While the Sponsor has conducted significant research to justify the intended rental rates and sales price relative to comparable properties in the market, its best efforts to forecast economic conditions cannot state for certain whether or not rental rates will be achieved or investor sentiment and the capital markets will be favorable to the Property at the intended disposition date. The real estate market is affected by many factors, such as general economic conditions, the availability of financing, interest rates and other factors, including supply and demand for real estate investments, all of which are beyond the control of the Sponsor​​.

The above is not intended to be a full discussion of all the risks of this investment. Please see the Risk Factors in the Issuer Document Package for a discussion of additional risks.

The above presentation is based upon information supplied by the Sponsor and 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.



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