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.
Cantor-Fitzgerald Investors, LLC - Hamilton Zanze
The Sponsor is a joint venture between Cantor Fitzgerald, an institutional real estate company, and Hamilton Zanze, an experienced operator which currently operates 84 apartment properties totaling approximately 19,400 apartment units across 13 states.
Cantor Fitzgerald and its Affiliates are a diversified organization specializing in financial services and real estate services and finance for institutional customers operating in the global financial and commercial real estate markets. As of December 31, 2016, Cantor Fitzgerald and its Affiliates had approximately 10,000 employees operating in most major financial centers throughout the world. Cantor Fitzgerald maintains credit ratings of ‘BBB-’ from Standard & Poor’s and ‘BBB-’ from Fitch.
Cantor Fitzgerald and its Affiliates operate through four business lines: Capital Markets and Investment Banking; Inter-Dealer Brokerage; Real Estate Brokerage and Finance; and Private Equity. The Real Estate Brokerage and Finance business principally consists of commercial real estate brokerage and finance services, conducted by Newmark Grubb Knight Frank (“NGKF”) and Cantor Commercial Real Estate (“CCRE”).
Cantor Fitzgerald is a preeminent capital markets investment bank, recognized for its strengths in the equity and fixed income capital markets, its global distribution model, and for its expanding presence as the leading independent middle market investment bank serving the marketplace with investment banking services, prime brokerage, and commercial real estate financing. Affiliates of Cantor Fitzgerald have been involved with eleven (11) real estate programs with similar investment objectives since November 2014. These prior real estate programs involved the Acquisition of 102 properties for an aggregate purchase price of approximately $629 million. As of May 30, 2018, these prior programs have raised more than $238 million from approximately 900 investors.*
Hamilton Zanze is a private, San Francisco-based real estate investment company that acquires, repositions, and manages apartment communities throughout the United States. Through affiliated entities, Hamilton Zanze currently has an ownership interest in and operates 84 properties totaling approximately 19,400 apartment units across 13 states. Hamilton Zanze principals have nearly 100 years of combined experience in multifamily real estate investment, finance and operations.
Operating through its integrated professional teams — including transactions, operations, accounting, and executive — Hamilton Zanze has acquired an interest in and managed more than $3.3 billion in multifamily investments since it was founded in 2001. Within the operational group, Hamilton Zanze’s construction management division specializes in value enhancement including unit renovations and overall community improvements. Property management is conducted through its affiliate, Mission Rock Residential. Hamilton Zanze employs a disciplined approach to acquisitions, dispositions, asset management, and construction management and is a Preferred Borrower with Fannie Mae and a Select Sponsor with Freddie Mac.
During its 17 years of operation, Hamilton Zanze has joint ventured with a number of institutional equity partners and maintains a private capital platform focused on 1031 exchange transactions.*
*Per the Sponsors
http://www.cantor.com-
Aaron WessnerManaging Director -
Kenneth CarpenterManaging Director -
Anthony ZanzeChief Operating Officer -
Kurt HoutkooperChief Investment Officer -
Mark HamiltonChief Executive Officer and Founder -
James BuccolaSenior Managing Director Global Head of Fixed Income
Mr. Wessner has more than 14 years of institutional commercial real estate investment, capital markets and advisory experience. Mr. Wessner joined Cantor Fitzgerald in 2011 to assist with the development of Cantor Commercial Real Estate, where he held senior positions on the Capital Markets and Corporate Finance teams. Mr. Wessner also was a senior member of the Real Estate Acquisitions team, focused on net lease transactions in the United States. Prior to joining Cantor Fitzgerald, Mr. Wessner was a co-founder of Park Bridge Financial, a privately-held commercial real estate debt and equity advisory firm headquartered in New York, where he provided strategic advisory services to real estate owners and lenders on distressed debt and equity matters. Prior to Park Bridge, Mr. Wessner was a member of Merrill Lynch’s Global Commercial Real Estate Group, where he was an offering manager on a team responsible for issuing commercial real estate debt securities. While at Merrill Lynch, Mr. Wessner also focused on the distribution of commercial real estate debt via the sale of whole-loans, B-notes and mezzanine positions. Prior to Merrill Lynch, Mr. Wessner was a credit analyst within the CMBS group at Fitch Ratings and worked within Ernst & Young LLP’s Structured Finance Advisory practice.
Mr. Carpenter joined Cantor Fitzgerald in January 2013 with an initial focus on the acquisition, management and financing of net lease properties after being affiliated with a commercial real estate advisory, financing and asset management firm. Immediately prior, Mr. Carpenter was the Head of Americas for Deutsche Bank’s Asset Finance and Leasing group where he had overall responsibility for the strategy and execution of the group’s financing, advisory and principal investing activities (debt and equity) across various asset classes. Prior to joining Deutsche Bank, Mr. Carpenter spent nine years at Wachovia (later Wells Fargo) rising to Managing Director, Global Head of Structured Asset Finance where he led a team in the United States and Europe investing both debt and equity capital in various hard asset classes including commercial real estate. Mr. Carpenter’s commercial real estate acquisition and finance experience spans most property types including office, industrial, retail and healthcare. Prior to joining First Union (later Wachovia), he was a Vice President with Deutsche Bank in their real estate finance group where he originated sale/leaseback and other real estate financing transactions. Prior to Deutsche Bank, Mr. Carpenter worked at Nations Bank providing strategic advisory and financing solutions, including commercial loans, syndicated bank debt, subordinated debt, and mergers and acquisitions, to middle market corporations.
Anthony O. Zanze, Chief Operating Officer and Founder, Hamilton Zanze. Prior to co-founding Hamilton Zanze, Mr. Zanze’s experience in real estate included capital markets, asset management, leasing, development, investment, and brokerage of multifamily and commercial properties. Immediately prior to the formation of Hamilton Zanze, Mr. Zanze worked at RREEF Real Estate Investment Managers overseeing asset disposition. Before joining RREEF, he was manager of the San Francisco office of GE Capital Real Estate, where he was responsible for production of mortgage backed securities, structured finance and equity investments. From 1986 to1997, Mr. Zanze originated long term fixed rate loans and joint ventures for Northwestern Mutual Life Insurance Company. Mr. Zanze began his career as a sales investment broker with Cushman & Wakefield and holds a Bachelor of Arts in Psychology from Dartmouth College and a Master of Business Administration in Real Estate from the University of Wisconsin.
Kurt E. Houtkooper, Chief Investment Officer and President, Hamilton Zanze. Mr. Houtkooper has 22 years of real estate experience in asset management, capital markets, leasing, and acquisition and disposition of income producing properties. Before joining Hamilton Zanze, Mr. Houtkooper was with Tishman Speyer Properties in San Francisco, the Silicon Valley and Chicago, where he was involved in marketing and leasing, negotiating contracts, forecasting and budgeting, managing personnel and third party vendors, and establishing asset direction of over 7 million square feet of Class A and Class B office space. Prior to joining Tishman Speyer Properties, Mr. Houtkooper was Vice President of Investment Sales at Grubb & Ellis Company in San Francisco, where he represented clients in the leasing, acquisition and disposition of commercial property. Mr. Houtkooper graduated with a Bachelor of Arts in Political Science from the University of California at Berkeley.
Mark R. Hamilton, Chief Executive Officer and Founder, Hamilton Zanze. Prior to co-founding Hamilton Zanze, Mr. Hamilton sponsored the acquisition, ownership and development of nearly 40 properties in the Bay Area. Mr. Hamilton’s main focus has always been locating value-added properties in changing urban neighborhoods, and then re-working them into higher quality buildings, with higher incomes, improved tenant profiles, and higher resale values. Mr. Hamilton has developed considerable experience in partnership formations and operations, project planning and implementation, asset management and management oversight, landlordtenant/ rent control issues, and zoning and building department matters. Before forming his own commercial brokerage and investment business in 1994, Mr. Hamilton worked in the San Francisco office of Marcus & Millichap, subsequently co-founding Property Resource Group (real estate brokerage) and Quantum Land Company (development). Mr. Hamilton earned a Bachelor of Arts with High Honors in English Literature from San Francisco State University and a Master of Arts in English and American Literature from Brandeis University, where he attended as a University Scholar and Fellow.
James Buccola, Senior Managing Director Global Head of Fixed Income, Cantor Fitzgerald & Co. Mr. Buccola is currently the Global Head of Fixed Income at Cantor Fitzgerald, which he joined in December 2017. In this capacity, Mr. Buccola leads all Fixed Income Sales & Trading globally, as well as oversees CCRE, Cantor Fitzgerald’s Commercial Mortgage Securities business. Prior to joining Cantor Fitzgerald, Mr. Buccola was the Head of Securitized Products Trading at Credit Suisse Group AG. He previously served as that firm’s Head of Non- Governmental Guaranteed Trading, and before that, as its Head of Residential Mortgage Trading. Mr. Buccola holds a B.S. in Finance from Lehigh University’s College of Business & Economics.
| Program | Locations | Property Type | Property Count | % Equity Financed | % Debt Financed |
|---|---|---|---|---|---|
| WG DST 1 | AR, IA, KS & OH | Single Tenant | 8 | 34% | 66% |
| WG DST 2 | IN, MO & TN | Single Tenant | 9 | 34% | 66% |
| WG DST 3 | KY, MO & WI | Single Tenant | 8 | 34% | 66% |
| WG DST 4 | AL, AR, TN & WI | Single Tenant | 8 | 35% | 65% |
| WG DST 5 | MI, MS, MT, OK, SD & WV | Single Tenant | 8 | 35% | 65% |
| CF Retail Properties DST VI | CT, OH, OK, PA & SD | Single Tenant | 12 | 40% | 60% |
| CF Net Lease Portfolio DST 7 | FL, KY, LA, MN, NE, SD & TN | Single Tenant | 19 | 42% | 58% |
| CF Net Lease Portfolio DST 8 | AZ, CO, TX, WI & WY | Single Tenant | 17 | 42% | 58% |
| CF Net Lease Portfolio DST 9 | IN, IA, KS, LA & WI | Single Tenant | 10 | 42% | 58% |
| CF Nortera Canyon Multifamily DST | NV | Multifamily | 1 | 56% | 44% |
| CF Star Multifamily Portfolio DST | FL, LA | Multifamily | 2 | 47% | 53% |
| Total | 102 |
*The above was provided by the Sponsor and has not been verified by Realty Mogul.
On August 23, 2018 CF Towson Multifamily DST acquired the Property from a third-party seller. The Trust was formed by CFHZ Towson, LLC (the "Sponsor") which is a joint venture between affiliates of Cantor Fitzgerald Investors, LLC and Hamilton Zanze & Company. The Property is master leased by the Trust to CF Towson Master Tenant, LLC ("Master Lessee" or "Master Tenant"), an affiliate of the Sponsor. The Master Tenant sub-leases the apartment units to the end-user tenants pursuant to residential leases. The Trust is a passive owner of the Property and will not be involved in any manner in the active management of the Property. CF Towson Manager, LLC (the "Manager") has been appointed to manage the Trust pursuant to the Trust Agreement. Concurrently with the acquisition of the Property, the Trust assumed a loan from PNC Multifamily Mortgage LLC.
The Trust expects to provide the Beneficial Owners a return on their investment in two primary ways: (i) in the form of monthly cash distributions to the Beneficial Owners; and (ii) upon any disposition of the Property. The Trust intends to dispose of all of the assets in the Trust in a single sale of the Property. This strategy is anticipated to provide investors with the opportunity to perform a 1031 exchange following the disposition.
The Property consists of 5.75 acres improved with a 430-unit, mid-rise apartment community located in Towson, Maryland. According to the Appraisal, the Property is located in the Towson/Timonium/Hunt Valley submarket of the greater Baltimore metropolitan area. The Property's address is 900 and 960 Southerly Road, Towson, Baltimore County, Maryland 21204. The Project was constructed in 2 phases in 2008 and 2009. The apartment units are contained within two 4-5 story residential buildings totaling approximately 477,939 net rentable square feet. The Property contains 757 parking spaces within 2 structured parking garages. The Property has a mix of 1-bedroom, 2-bedroom and 3-bedroom units with an average unit size of 1,111 square feet. According to the Rent Roll, the Property was 94.18% occupied with an average contract rent of $1,570 per occupied unit per month as of July 26, 2018.
Community amenities include an outdoor swimming pool, 2 fitness centers, group classroom and yoga studio, business center with conference center, 2 club rooms, private courtyards with grills, tenant storage units, guest suite, controlled access and garage parking.
Unit amenities include fully-equipped kitchens with maple cabinetry and granite countertops (select units), in-unit washers and dryers, walk-in closets, mini-blinds, high-speed internet access, 9-foot ceilings, fireplaces, sunrooms, breakfast bars, double vanities, and balconies and patios in select units.
| Unit Type - Floorplan | # of Units | Avg SF/Unit | Avg Rent/Unit | Avg Rent/SF |
|---|---|---|---|---|
| 1 BR / 1 BA | 147 | 776 | $1,356 | $1.75 |
| 2 BR / 2 BA | 236 | 1,249 | $1,772 | $1.42 |
| 2 BR / 2.5 BA / DEN | 30 | 1,560 | $2,085 | $1.34 |
| 3 BR / 2 BA | 17 | 1,315 | $2,115 | $1.61 |
| Total | 430 | 1,111 |
| The Winthrope | The Southerly | 20 Lambourne | Towson Promenade | The Palissades of Towson | Averages | Subject | |
| # of Units | 295 | 175 | 264 | 379 | 357 | 294 | 430 |
| Year Built | 2014 | 2017 | 2003 | 2009 | 2010 | 2010 | 2009 |
| Occupancy | 88% | 73% | 85% | 78% | 99% | 84% | 96% |
| Average Rental Rate (Per Unit) | $1,954 | $1,733 | $1,595 | $1,288 | $1,184 | $1,551 | $1,003 |
| Dsitance from Subject | 115 Feet | 115 Feet | .3 Miles | .4 Miles | .9 Miles | .3 Miles | - |
Source: Cushman & Wakefield Appraisal dated May10, 2018
| The Winthrop | Novus Odenton Station | The Fenestra at Rockville Town Square | Azure Oxford Square | Hanover Brewers Hill | Subject | |
|---|---|---|---|---|---|---|
| Date | Oct-17 | Aug-17 | Aug-17 | Aug-17 | Sep-16 | May-18 |
| # of Units | 295 | 244 | 492 | 248 | 440 | 430 |
| Year Built | 2014 | 2015 | 2007 | 2015 | 2013 | 2009 |
| Occupancy | 9% | 95% | 95% | 95% | 92% | 96% |
| Purchase Price | $84,000,000 | $73,000,000 | $129,000,000 | $65,720,000 | $142,000,000 | $100,000,000 |
| $/Unit | $284,746 | $299,180 | $262,195 | $265,000 | $322,727 | $232,558 |
| Cap Rate | 5.18% | 4.90% | 4.95% | 5.35% | 4.68% | 5.5% |
Source: Cushman & Wakefield Appraisal dated May 10, 2018
Property Appraisal available upon request. Please email investor-help@realtymogul.com.
The Property is conveniently located at the interchange of I-695 and I-83, two major interstate highways that provide excellent accessibility for residents to major employment centers consisting of corporate headquarters, schools, and three major healthcare facilities. Towson University is a 328-acre campus that is located 1 mile south of the property, and is the largest public university in the Baltimore area with an enrollment of more than 22,000 students. According to the Appraisal, approximately 70% of the student population lives off-campus, which is a primary demand generator for apartments and retailers in the area.
Market Overview
The Property is located at the northwest quadrant of Fairmount Avenue and Dulaney Valley Road, approximately one-half mile south of I-695 in the Towson community of north-central Baltimore County. Towson is an unincorporated municipality and has been the Baltimore County Government seat since 1854. According to the Appraisal, Towson is the center of local government and professional, educational and financial service firms. Cushman & Wakefield estimates the government workforce in Towson at between 3,500 and 4,000 people, noting that the government center attracts professional and commercial businesses to the area that are primary demand generators for office and retail space in the Towson market. In addition, according to the Appraisal, many national and international corporations have headquarters and regional offices in Towson, as well as local firms and entrepreneurs. Major employers in Towson include Black and Decker, Lafarge, Allied Bendix, AT&T Capital Corporation, VIPS Inc. and the Whiting Turner Construction Company. Cushman & Wakefield notes that Towson has approximately 4,100 businesses with 62,000 daytime employees. As shown below, the 2017 population within a 3-mile radius of the Project was 104,401. The average number of households within a 3-mile radius for the same period was 41,412. According tot he Appraisal, Cushman & Wakefield further noted that the 2017 median household income within a 3-mile radius was $108,644.
Demographic Information
| Distance from Property | 1 Mile | 3 Miles | 5 Miles |
| Population | |||
| 2022 Total Population | 16,527 | 104,290 | 282,543 |
| 2017 Total Population | 16,331 | 104,401 | 282,667 |
| 2000 Total Population | 14,376 | 97,120 | 271,821 |
| Annual Growth 2017 - 2022 | 0.24% | -0.02% | -0.01% |
| Annual Growth 2000 - 2017 | 0.75% | 0.43% | 0.23% |
| Households | |||
| 2022 Total Households | 6,574 | 41,627 | 114,481 |
| 2017 Total Households | 6,439 | 41,412 | 113,529 |
| 2000 Total Households | 5,878 | 40,188 | 111,670 |
| Annual Growth 2017 - 2022 | 0.42% | 0.13% | 0.17% |
| Annual Growth 2000 - 2017 | 0.54% | 0.18% | 0.10% |
| Income | |||
| 2022 Average Household Income | $110,391 | $125,402 | $117,407 |
| 2017 Average Household Income | $93,988 | $108,644 | $101,775 |
| 2000 Average Household Income | $54,829 | $71,246 | $68,113 |
| Annual Growth 2017-2022 | 3.27% | 2.91% | 2.9% |
| Annual Growth 2000-2017 | 3.22% | 2.51% | 2.39% |
Demographic information above was obtained from the PPM and ESRI via the Appraisal
According to the Appraisal, the Baltimore MSA is the 21st largest metropolitan statistical area in the United States and had an estimated 2017 population of 2.8 million, which represented an average annual increase of 0.5% from 2007 through 2017, which was approximately 0.3% below the national annual growth rate of 0.8% over the same time period. According to the table above, as provided in the Appraisal, the population growth in the 1- mile radius around the Project is projected to have modest growth over the next 5 years, with moderate declines in the 3- and 5-mile radii. In addition, it is projected that the number of households will continue to have modest growth in the area immediately surrounding the Project, but which will be outpaced by the State of Maryland and the nation. However, average household income growth in the 1-mile radius around the Project is projected to exceed that of the Baltimore area, the State of Maryland and the nation.
Cushman & Wakefield concluded in the Appraisal that Baltimore’s mature economy continued to expand through the end of 2017 as strong port activity, coupled with healthy wage gains, continued to spur economic growth. Further, the Project’s location proximate to area colleges, employment and institutional centers with good accessibility and a substantial number of households with middle-income levels are positive locational factors for multifamily residential use, and the Project’s locale should remain desirable to most market participants.
Cushman & Wakefield noted 6 competing apartment rentals located within a 1-mile radius of the Project as of the date of the Appraisal, including (i) The Winthrop (located across the street from the Project), (ii) The Southerly (located across the street from the Project), (iii) 20 Lambourne, (iv) Towson Promenade, (v) The Palisades of Towson and (vi) Flats@703.
Market Overview information above was obtained from the PPM.
This content does not constitute an offer to sell or a solicitation of an offer to buy any securities. RealtyMogul.com and North Capital Private Securities are in the process of screening, performing due diligence, and verifying information for the offering. The content is presented to gauge interest only and is subject to change without notice.
| Sources of Funds | Cost |
|---|---|
| Debt | $46,200,000 |
| Equity | $40,100,000 |
| Total Sources of Funds | $86,300,000 |
| Uses of Funds | Cost |
| Purchase Price | $77,000,000 |
| Closing Costs | $1,275,512 |
| Lender and Loan Expenses | $485,396 |
| Reserves | $1,939,942 |
| Amount Retained by Depositor | $1,848,000 |
| Selling Commissions | $2,406,000 |
| Marketing and Due Diligence | $401,000 |
| Placement Fee | $601,500 |
| Organizational & Offering Costs | $284,900 |
| Due Diligence Expenses | $57,750 |
| Total Uses of Funds | $86,300,000 |
The Property has existing debt:
- Origination Date: 8/28/2015
- Lender: PNC Multifamily Mortgage LLC
- Loan Proceeds: $60,000,000
- Loan to Cost: 60%
- Interest Rate: 3.37% Fixed
- Interest Only: 84 months
- Recourse: Non-recourse to the Trust, but recourse to the Trust and principals of the Sponsor for certain (i) "bad acts", (ii) environmental indemnification, and (iii) springing recourse events
- Term: 10 years
- Yield Maintenance Period: 84 months with a minimum 1%of outstanding loan floor
- Prepayment Penalty: 1% if repaid after the expiration of the yield maintenance period but before August 1, 2025
The Sponsor is to make distributions directly to investors who own a beneficial interest in the DST on a pro-rata basis.
Distributions are expected to start for each investor within 45 days of the completion of that investors purchase of beneficial interest in the DST. Distributions are targeted to continue on a monthly basis thereafter. These distributions are at the discretion of the Sponsor and made directly by the Sponsor, neither Realty Mogul Co. nor any of its affiliates have any control or discretion on the timing or amount of distributions.
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 |
|---|---|---|---|---|
| Selling Commission | 6.00% of offering proceeds | Broker Dealers | Capitalized Equity Contribution | Paid to North Capital (1) or other licensed broker-dealers that are Selling Group Members based on the amount of equity capital raised. An Affiliate of the Real Estate Company is also a broker-dealer who is eligible to get paid this fee. |
| Marketing and Due Diligence Fee | 1.00% of offering proceeds | Broker Dealers | Capitalized Equity Contribution | 1.00% based on the amount of equity invested by investors through RealtyMogul.com, third-party Broker Dealers (including North Capital(1)) are entitled to additional fees based on equity they originate. Surplus fees retained by the Real Estate Company. |
| Placement Fee | 1.50% of offering proceeds | Broker Dealers | Capitalized Equity Contribution | Managing Broker-Dealer will receive a fee up to 1.50% of the Total Sales, which it may at its sole discretion partially re-allow to Selling Group Members for non-accountable marketing expenses in addition to any other allowances. |
| Organization and Offering Expenses | $284,900 | Sponsor | Capitalized Equity Contribution | The Sponsor and its affiliates will be entitled to reimbursement for Organization and Offering Expenses, on an accountable basis, estimated at $284,900. |
| Due Diligence Expense | $57,750 | Sponsor | Capitalized Equity Contribution | |
| Disposition Fee | 1.00% | Sponsor | Sale Proceeds | 1.00% of Sales Price |
| Type of Fee | Amount of Fee | Received By | Paid From | Notes |
|---|---|---|---|---|
| Project Management Fee | 5.0% of Total Capital Improvment Costs | HZ DST Asset Management, Inc | Operating Cash Flow | HZ DST Asset Management, Inc. is an affiliate of the Sponsor. |
| Trust Manager Fee | $90,000 annually | Trust Manager | Operating Cash Flow | Trust Manager is an affiliate of the Sponsor. |
| Property Management Fee | 2.5% of Effective Gross Income | Property Manager | Operating Cash Flow | Property Manager is an affiliate of the Sponsor. |
| Property Revenues in Excess of Rent | N/A | Master Lessee | Operating Cash Flow | The Master Tenant will retain revenues from the Property that exceed the total rent payable to the Trust under the Master Lease. |
| Financing Fee | 1% of loan amount | Trust Manager | Operating Cash Flow | In the event the Property is refinanced the Trust Manager will receive a financing fee equal to 1% of the principal amount of the new loan. |
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.
The above presentation is based upon information supplied by the Sponsor or others. Realty Mogul, Co. along with its 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.
This content does not constitute an offer to sell or a solicitation of an offer to buy any securities. RealtyMogul.com and North Capital Private Securities are in the process of screening, performing due diligence, and verifying information for the offering. The content is presented to gauge interest only and is subject to change without notice.
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.