Gold Leaf Farming ("the Company") is a leading farmland investment and management company focused on specialty farmland in California and Arizona. The Company holds traditional farming values in high regard: taking pride in quality operations, only buying farms they would be happy to own forever, and staying grounded in values like hard work, responsibility, and integrity. As next-generation growers, the Company builds upon that tradition, focusing on sustainability, responsible employment, and technology. Since its inception in 2017, the Company (within Gold Leaf Farming LP and two other vehicles) has acquired 27 different farms, which aggregate to a total of ~12,000+ acres and over $200m in equity invested. Going forward, as our portfolio reaches full maturity and full conversion to organic, GLF LP will target mid-teens IRR driven by cash flow, appreciation, and tax benefits.
Gold Leaf Farming intends to make distributions from Gold Lead Farming LP as follows:
Annual(1)
- Distributions to Common Equity Interests are apportioned in accordance with their Capital Percentages(2)
Upon Exit/Liquidation(1)
- After settlement of all GLF LP's obligations, the remaining proceeds will be paid to the Partners in accordance with their positive capital account balances. See LPA and PPM for further details
(1) Refer to the PPM and LPA for a full description of distributions
(2) Partners may request that they not receive all or a portion of the distributions they would be entitled to.
Gold Leaf Farming intends to make distributions to investors after the payment of the company's liabilities (loan payments, operating expenses, and other fees as more specifically set forth in the LLC agreements, in addition to any member loans or returns due on member loan).
Distributions are expected to start in April 2025 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of Gold Leaf Farming, who may decide to delay distributions for any reason, including maintenance or capital reserves.
Gold Leaf Farming will receive a promoted/carried interest as indicated above.
Certain fees and compensation will be paid over the life of the transaction; please refer to Gold Leaf Farming's materials for details. The following fees and compensation will be paid(1)(2)(3)(4)(5)(6)(7):
| One-Time Fees: | |||
| Type of Fee | Amount of Fee | Received By | Paid From |
| Acquisition Fee | Greater of $100K or 1% of the cost of acquisition | Sponsor | Cash Flow |
| Refinancing Fee(6) | 1% of additional debt obtained | Sponsor | Cash Generated by Refinancing |
| Disposition Fee(7) | Greater of $100K or 1% of gross sales price | Sponsor | Cash Generated at Sale |
| Technology Solution Licensing Fee(2) | Flat one-time licensing fees of $15,000 plus $1,500 per each prospective investor onboarded by Sponsor through its license and use of RM Technologies’ Technology Solution | RM Technologies, LLC |
Capitalization (at Sponsor’s discretion) |
| Recurring Fees: | |||
| Type of Fee | Amount of Fee | Received By | Paid From |
| Operations Oversight Fee(3) | 2.0% per annum of net asset value | Sponsor | Cash Flow |
| Promote/Carried Interest(4) | 20% over a 6% compounded annual return, vesting over a four year period | Sponsor | Paid in Common Equity Interests |
| GIC Allocation(5) | 5% of imputed cash flow | Employees of Sponsor | Cash Flow |
| Administration Solution Licensing Fee(2) | Flat quarterly licensing fee of $125 per investor serviced by Sponsor through the license and use of RM Technologies’ Administration Solution | RM Technologies, LLC | Cash Flow |
(1) Fees may be deferred to reduce impact to investor distributions.
(2) Please see the Fees and Disclaimers sections below for additional information concerning fees paid to RM Technologies, LLC.
(3) This is the management fee that is calculated and paid quarterly
(4) Refer to LPA and PPM for further details
(5) This is the employee incentive pool. Calculated annually, this is calculated on positive imputed cash flows on a farm-by-farm basis, without reduction or adjustment for any farms whose imputed cash flow is negative. Employee participation is 5% of imputed farm cash flow on a farm-by-farm basis. Employees receive a tie of the actual farm cash flow to align incentives and is calculated on a farm-specific basis so that employees on farms that outperform will be automatically compensated better than employees of farms that underperform. Refer to LPA and PPM for further details.
(6) Reduced (but not below zero) by any fees paid to mortgage broker or other similar banker or intermediary
(7) Reduced (but not below zero) by any amount of any brokerage fees or similar fees paid to outside listing and procuring brokers or similar intermediaries
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The information on this Page is qualified in its entirety by reference to the more complete information about the offering contained in the Sponsor’s Investment Documents. The information on this Page is not complete and subject to change at the Sponsor’s discretion at any time up to the closing date. The Sponsor’s Investment Documents and supplements thereto contain important information about the Sponsor’s offering including relevant investment objectives, the business plan, risks, charges, expenses, and other information, which you should consider carefully before investing. The information on this Page should not be used as a basis for an investor’s decision to invest.
Risk of 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. Sponsor is obligated to update or revise such forward-looking statements or Assumptions to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Sponsor’s forward-looking statements and Assumptions are hypothetical, not based on actual investment achievements or events, and are presented solely for purposes of providing insight into the Sponsor’s investment objectives, detailing Sponsor’s anticipated risk and reward characteristics, and establishing a benchmark for future evaluation of actual results; therefore, they are not a predictor, projection, or guarantee of future results. You should not rely on Sponsor’s forward-looking statements as a basis to invest.
Importantly, we do not adopt, endorse, or provide any assurance of returns or as to the accuracy or reasonableness of Sponsor’s Assumptions or forward-looking statements.
No Reliance on Past 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.
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. You should consult with and rely on your own tax advisor about the tax aspects with respect to your particular circumstances.