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.
Conor Acquisitions, LLC
Headquartered in Fort Myers, Florida, Conor Acquisitions is a real estate investment company primarily focused on income producing real estate within the hospitality industry. Conor concentrates on all facets of the hotel industry, including acquisition, development, construction, renovation, asset management and property analysis. Its experience ranges from urban high-rise branded hotels to boutique properties. It has worked with many hotel brands within the industry, including Hilton, Marriott, IHG, Starwood, Hyatt, Choice, Wyndham, and Best Western. Since inception, it has completed $63 million in hospitality-related transactions.
Conor Acquisitions aims for growth through vision, integrity, and values. It is dedicated to ensuring that its hotels exceed the expectations of their guests, employees, investors, and their partners within the community. It persistently strives to achieve superior value, provide exceptional guest service, maintain an environmentally-conscious operation and utilize advanced technologies. It is Conor's objective to increase operating efficiencies and create value-added improvements that translate to its guests. Conor has a conservative approach to maximize ROI using its seasoned knowledge from the hospitality industry.
Investment Approach
Conor Acquisitions is a motivated, growth-oriented company. The following represent target investments for Conor:
- Franchised Hotels: Marriott, Hilton, Hyatt, Starwood, IHG, Choice, Best Western, Wyndham
- Full, Select, Limited Service and Extended Stay Hotels
- Purchase price points targeted at discounts to replacement costs
- Value creation opportunities: Legal strategies and repositioning
The strategy employed on these target investments varies by which of the three categories below best applies:
Core Investments: Conor targets properties across a plethora of markets with attractive valuations, providing above average, sustainable yields and favorable long-term prospects, based on a variety of demand generators.
Value-Added Investments: Conor pursues opportunities where it can leverage their industry knowledge, relationships, and reputation to create and add value. It aims to acquire properties with upside potential, and utilize strategies such as repositioning, conversion, or redevelopment.
Opportunistic Investments: Conor welcomes opportunities where capital constraints, or the markets at large prevent an operating partner from leveraging the full potential of an asset. It explores opportunities including diversification by investing in different areas of the capital stack.
Track Record
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Dipesh Patel – Chief Executive Officer -
Rajesh (Rick) Patel – Chief Financial Officer -
Manoj (Mike) Patel – Chief Investment Officer -
Bhavik (Vik) Patel – Chief Operating Officer -
Jonathan (Jon) Chang, Managing Director at Alpha Construction
Dipesh is a second-generation hotelier, and has had exposure to his family’s hospitality business from a young age. Dipesh developed a passion for the hospitality industry and was fascinated with the day-to-day operations of hotel management. This fascination in hotel management encouraged Dipesh to nurture his background in finance to develop his forte in the hospitality industry. He is a graduate from the University of Florida with a Bachelor of Science in Finance and a Master of Arts in International Business.
Prior to establishing Conor Acquisitions, Dipesh was an associate at Wachovia Bank in their Operations and Technology group. His position at Wachovia helped him to enhance his leadership, technical, and financial background, skills that would be assets as a leader in the hospitality industry. After leaving Wachovia, Dipesh became active with hotel operations and management of his family’s hospitality portfolio. He specialized in asset management of hotels and was able to operate at a very high efficiency for his family portfolio. His next endeavor was as a consultant on asset management, where he helped clients restructure hotel operations management. Additionally, with extensive experience in legal restructuring, he also aided clients in restructuring their hotel businesses to ensure greater compliance.
Dipesh is also very active in many hospitality related organizations and has held leadership positions with many of these organizations, including American Hotel and Lodging Association, Asian American Hotel Owners Association, Florida Restaurant and Lodging Association. He is also a Certified Hotel Administrator and a Certified Hotel Owner. With such an extensive background in hospitality, Dipesh was able to establish Conor Acquisitions and grow his hospitality portfolio.
Rick Patel is a second-generation hotelier who started his career at the age of 13 helping his parents with their properties. By the age of 16, Rick and his brother took full responsibility of his family’s hotel operations, as their father had hearing difficulty. Rick would alternate attending college classes with his brother in order to successfully run a hospitality business full-time as well as earn a college education.
Rick has been active in the hospitality industry for the past 15 years, specifically within the finance arena. He has owned and operated hotels, as well as acted in a consulting capacity on various hotel transactions. His extensive personal work with hotels and other facets of the hospitality industry has made him an asset to the industry and to those seeking advice on achieving success.
Rick’s start was as an owner and operator of several hotels, including the Ramada, Quality Inn and Sleep Inn brands. He later entered the finance industry and gained experience and knowledge in mortgage lending and underwriting. Rick expanded on this and ventured from residential to commercial lending. During his time as a consultant, Rick aided defaulted borrowers in restructuring their debt to more affordable terms. Rick would complete an accounting audit to identify and rectify accounting problems to reach a solution.
This extensive knowledge in the finance industry has been immensely beneficial to his role as CFO in Conor Acquisitions. Rick is instrumental in the Financing division of the business. His responsibilities and expertise include: monitoring the credit lending process of the organization, ensuring compliance with all applicable policies, risk assessment, researching market trends and health, and financing of debt taken on by Conor. Rick continues to work closely with investors and financial institutions to ensure profitable business opportunities.
Rick Patel attended Florida Atlantic University with a focus in Accounting.
Mike Patel is a second-generation hotelier who started his career at the age of 15 helping his parents with their hospitality property. By the age of 18, Mike took full responsibility of his family’s hotel operations. Mike has spearheaded the acquisition of numerous hotel projects (Valued at: 250M+) and played a vital role in expanding revenues. Mike has researched and recommended the disposition of assets at substantial increased revenue, and slashed project debts by carefully managing debt and investments.
Currently Mike owns and operates National Hospitality Consulting Group (NHCG), which has several major divisions including: commercial real estate brokerage, commercial lending, sourcing of private equity, note purchases, corporate bankruptcy restructuring, feasibility, valuations and other related consulting services. During his consulting assignments, Mike has amassed a wealth of knowledge and banking relationships that brings a unique perspective to this partnership. Most of his assignments have been in the benefit of borrowers; however, due to his creative strategies, he has earned the respect of many lenders and opposing attorneys. Mike has testified in over 68 cases as an expert witness in the field of hospitality and feasibility. Mike has worked on over 327 hotel asset cases since 1998.
In the context of feasibility and valuation, Mike represented borrowers on behalf of NHCG against firms such as Marcus & Millichap, PKF Consulting, CBRE, HREC, and HVS that were hired typically by lenders in court. Mike’s assumptions were seen as highly conservative and preferred as more achievable in most cases. As extensive bankruptcy cases continued on, Mike’s assumptions were actually proven true, as most operating numbers were within a close margin of NHCG’s assumptions vs. the aforementioned firms.
Mike Patel attended Florida Atlantic University with a major in Real Estate and a focus in Finance.
Vik is a second-generation hotelier. His parents own hotels, and Vik was brought up within the industry. At a young age, Vik was able to start learning the day-to-day operations with his family as he started folding towels at the age of 5, helping service rooms at the age of 8, running front desk by the age of 14, and proceeding to general manage properties by the age of 16.
Vik proceeded to graduate from the University of Florida with a Bachelor of Science in Finance and a Master of Arts in International Business by the age of 21. Vik also completed graduate classes at ESADE University (Spain’s highest ranked business school at the time) to gain practical experience in international business.
After graduate school, Vik became active in operations and analysis of his family’s hospitality portfolio on a full time basis. On a consulting basis, Vik was also able to amass a variety of skills and services. Soon he was recruited by Conor Acquisitions to join their Capital division. Currently he’s an Investment Manager at Conor Acquisitions, and provides a variety of services including commercial real estate analysis.
His expertise includes: corporate strategic analysis and guidance, hotel asset feasibility and projections, market analysis, contract negotiation, forensic accounting, transaction analysis, etc.
Jon is a graduate with the highest distinction from New York Institute of Technology, School of Architecture and Design with a Bachelor’s of Science in Architectural Technology and a minor in Construction Management. His prior education comes from Cornell University School of Architecture and Design where he focused on the fundamentals of design and construction.
Jon dedicated 4 years to the internationally renowned design firm Rafael Viñoly Architects based in Lower Manhattan. Earning his position there as Project Architect he successfully oversaw and completed the construction of three landmark public sector buildings: Bronx County Hall of Justice, Brooklyn College West Quad, and the Brooklyn Children’s museum.
Jon eventually decided to pursue the hospitality industry where he was appointed as CEO of Four Way Hotel Corp. His involvement included the restructuring of Management, HR, and Marketing at the Best Western Plus Orlando Airport Inn & Suites increasing the asset value in excess of $2 million while cutting long term debt by $1.8 million within 3 years. During this time he gained experience in revenue management and marketing and sales at an in depth level. He was voted in as Best Western International’s Florida CO-OP Chairman of the board. Jon has become extremely proficient in all areas of hotel operations, and holds his highest proficiency in design, development, and construction. His ability to understand and ascertain complex asset valuations to predict the feasibility of an asset has been accentuated and differentiated him amongst his peers. He continues to develop a wide array of skills while heading the Design and Management assignments for clients.
Upon developing and founding Alpha Construction, he has been immersed in overseeing the day-to‐day operations and management of the company. His unique skill sets attribute to the highly specialized and complex hotel development sector where he has successfully completed three renovation and repositioning projects and currently has six renovation projects in construction, with four projects in the pipeline for 2015. Mr. Chang continues his involvement within the design, construction, and hotel development sectors with his extensive experience, knowhow and understanding of the industries.
At A Glance
| Investment Strategy: | Buy and Hold |
| Hold Period: | 5 years |
| Total Project Budget: | $9,898,980 ($103,114 per room) |
| Acquisition Price: | $8,120,000 ($84,583 per room) |
| Property Type: | Hospitality |
| Number of Rooms: | 96 rooms |
| Distributions to Realty Mogul 32, LLC: | 9% IRR Hurdle 60/40 split thereafter |
| Projected IRR: | 18.1% - 19.9% |
| Projected Avg Cash on Cash: | 14.3% - 14.9% |
| Projected Equity Multiple: | 2.03x - 2.17x |
| Projected First Distribution: | November 2015 |
| Distribution Schedule: | Quarterly |
| Investor Funding Deadline: | June 18, 2015 |
| Estimated Closing Date: | July 29, 2015 |
Investment Details
Conor Acquisitions (the "Sponsor") plans to acquire the Property, a 96-room select-service hotel located 20 miles southeast of Memphis along I-240 next to the East Lenox Corporate Park.
The Seller acquired the Property a couple of years ago and then fully renovated it according to Courtyard by Marriott's current brand specifications before deciding to sell the Property to free up capital for other hotel acquisitions. Upon completion of these renovations in May 2014, the Property experienced 63% year-over-year growth in running 12 month revenue per available room ("RevPAR") through April 2015, and an increase in RevPAR penetration from 79% to 120%.
Although these recent improvements in performance at the Property have been material, the Sponsor believes there is additional upside yet to be realized. The Sponsor will work with the management company, Hotel Equities, on implementing a strategy to further increase revenues and reduce expenses, while also overseeing the change of ownership Property Improvement Plan ("PIP") mandated by Marriott. The Property is currently encumbered by a corporate group contract that guarantees approximately 50% of available room nights at a below market rate. Due to the non-traditional work hours of this corporate client, the Property must also provide additional services resulting in expense levels above those typically found in select-service hotels operating to support the demands of more traditional corporate clientele. Given the Property has never employed a Director of Sales ("DOS"), with the majority of business being generated by the national Marriott Reservation System, the Sponsor plans on implementing a revenue strategy that will include hiring a DOS to focus on the local market, along with taking better advantage of Marriott's Request for Proposal ("RFP") strategy from a national level to build a stronger Locally Negotiated Rate ("LNR") program while increasing leisure business and improving the Property's overall guest segmentation mix.
This transaction represents a unique opportunity to invest in a branded hotel that is being acquired with in place cash flow at a price per room below comparable sales. Meaningful improvements in performance have already been realized over the past 12 months as a more comprehensive PIP entailing extensive renovations was completed in May 2014. As a result this purchase will only trigger a modest change of ownership PIP, mitigating the construction risk often found in hotel transactions with comparable upside potential.
The Sponsor will handle all aspects of the investment including purchasing the Property, overseeing the Property Improvement Plan ("PIP") required by Marriott, and selling the Property. With respect to this PIP, the Sponsor has budgeted $480,875, or $5,009 per room. The Sponsor intends to employ a related party in Alpha Construction to supervise the renovations, along with a third party hotel management firm in Hotel Equities to oversee hotel operations. Hotel Equities is currently managing the Property for the existing owner, along with over 50 other hotels nationwide and most of the Sponsor's hotel assets.
The Sponsor intends to hold the Property for five (5) years before exiting the investment, though the hold period could be longer or shorter as it will largely be dictated by execution of the business plan. RealtyMogul.com investors have the opportunity to participate as equity stakeholders and earn a share of the cash flow and asset appreciation. RealtyMogul.com investors will invest in Realty Mogul 32, LLC. Realty Mogul 32, LLC will invest with Conor Capital Memphis, LLC, which will control Om Capital Memphis, LLC, the entity that will hold title to the Property. Investors can expect to receive quarterly updates and distributions, with the first distribution expected in November 2015 and continuing on a quarterly basis thereafter.
Investment Highlights
- Experienced Sponsor, Hotel Management and Construction Teams
- Centrally Located Along the Route 385 Business Corridor Among Numerous Demand Drivers
- Favorable Basis Below Recent Comparable Sales in the Market
- Brand Leader Currently Outperforming Competitive Set With Further Upside Potential
Risk Factors*
- 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 32, 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.
- Risk of Achieving Forecasted RevPAR Growth and Expense Reductions: While the Property's business operations appear to have room for improvement, there can be no assurance that the Sponsor will be able to effect the necessary improvements and operating efficiencies in line with those reflected in the Sponsor’s projections.
- New Development: There is risk associated with potential new development and the impact it would have on the Property's business operations.
- Uncertainty Surrounding Future Sales Price: There is risk associated with the Sponsor being unable to sell the Property as projected.
- Rising Interest Rates: 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 an 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 and Prepayment Penalty: The Sponsor has entered into discussions with a prospective lender for the Property, but there can be no assurance that the lender will complete financing on the rates and terms including in the underwriting being presented in the model for this investment opportunity. Should the terms of the debt financing change materially, investors will be notified. If the debt financing does not occur as anticipated and the sponsor needs an extension on the purchase contract, the seller of the Property may not so extend and the transaction may be cancelled. The Sponsor expects that any loan used to acquire the Property will be subject to some sort of prepayment penalty; a shorter than expected hold period would increase the risk of a prepayment penalty being assessed.
- Management Risk: Investors will be relying solely on the manager of Conor Capital Memphis, LLC for the execution of its business plan. That manager in turn may rely on other key personnel with relevant experience and knowledge, including contractors and consultants. Members of Conor Capital Memphis, LLC (including Realty Mogul 32, 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 manager of Conor Capital Memphis, LLC has significant operating experience, Conor Capital Memphis, LLC was recently formed and has no significant operating history or record of performance.
- Manager of Realty Mogul 32, LLC Will Participate in Sponsor's Promote Interest: The manager of Realty Mogul 32, LLC (or one of its affiliates) 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 32, LLC. Investors must recognize and agree to waive and bear the risk of this conflict of interest. Realty Mogul 32, LLC itself is pursuing a venture capital strategy through investments in operating companies that manage and develop real estate; under this strategy, the manager of Realty Mogul 32, LLC is expected to be treated as an investment adviser exempt from federal or state registration.
- Uncertain Distributions: The manager of Conor Capital Memphis, LLC cannot offer any assurances that there will be sufficient cash available to make distributions to its members (including Realty Mogul 32, LLC) from either net cash from operations or proceeds from the sale of the asset. That manager, in its discretion, may retain any portion of such funds for property operations or capital improvements.
- Risk of Interest Charges or Dilution for Capital Calls: The amount of capital that may be required by Conor Capital Memphis, LLC from Realty Mogul 32, LLC is unknown, and although Conor Capital Memphis, 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 additional capital. Realty Mogul 32, LLC does not intend to participate in a capital call if one is requested by Conor Capital Memphis, LLC and in such event the Manager of Conor Capital Memphis, LLC may accept additional contributions from other members of Conor Capital Memphis, LLC. Amounts that the manager of Conor Capital Memphis, LLC advances on behalf of Realty Mogul 32, LLC will be deemed to be a manager loan at an 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 32, LLC's interest in Conor Capital Memphis, LLC will suffer a proportionate amount of dilution.
- 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, there can be no assurance that investor sentiment will be favorable, or that purchase financing to a buyer will be readily available, when the Sponsor attempts to sell the Property. The real estate market is affected by many factors, such as general economic conditions, supply and demand for real estate investments, interest rates, the availability of financing, and other factors, all of which are beyond the control of both RealtyMogul.com and Conor Capital Memphis, LLC.
*The above is not intended to be a full discussion of all the risks of this investment. Please see the Risk Factors in the Investor Document Package for a discussion of additional risks.
| Address: | 3076 Kirby Pkwy, Memphis, TN 38115 |
| Year Built: | 1998 |
| Property Type: | Hospitality |
| Number of Rooms: | 96 rooms |
| Major Amenities: | On-Site Bistro & Bar On-Site Convenience Store Outdoor Pool Fitness Center Business Center Meeting Room Laundry Service |
The Property is located 20 miles southeast of Memphis along I-240, otherwise known as the Route 385 Business Corridor, next to the 72 acre, 7 building East Lenox Corporate Park. Situated on Kirby Rd (31,000 CPD) just south of the I-240 junction (105,000 CPD), the Property is centrally located amongst numerous demand drivers with St. Francis Hospital and the International Paper Headquarters to the northwest, the FedEx Corporate Headquarters to the Southeast and the BNSF - Memphis Intermodal Facility along the railway to the southwest.
Demand at the Property is generated primarily from corporate clientele typically resulting in higher occupancy levels during the weekdays.
Memphis General Overview
The market information below is from the Greater Memphis Chamber website: http://www.memphischamber.com/Community/Live/About-Memphis.aspx and the Infoplease website: http://www.infoplease.com/ipa/A0108552.html.
Memphis is located in the southwest corner of Tennessee within Shelby County, the core county of the Memphis metropolitan statistical area. Covering 330 square miles along the Mississippi and Wolf rivers, Memphis is the largest city in Tennessee and the 20th largest city in America. Memphis was founded on May 22, 1819, by investors General Andrew Jackson (who would later become the seventh President of the United States), General James Winchester, and Judge John Overton. Memphis was named after the ancient capital of Egypt on the Nile River.
Memphis is known as “America's Distribution Center,” because of the city’s central location serving the northeast, southeast, and southwest regions of the country. The city is the third largest rail center in the nation, has one of the country's largest inland ports and is the national headquarters for the Fed Ex air-courier company. Health care and related activities such as medical education and biomedical research are Memphis's largest industries, bringing over $5 billion a year to the local economy.
Many of the city's tourist attractions are associated with its prominent place in the history of American music, such as Beale Street and Graceland, Elvis Presley's home.
Memphis Economic Overview
The market information below is from the CoStar Portfolio Strategy, Memphis Hotel Market Fundamentals - 2015Q1 report.
With roughly 616,000 non-agricultural employees in the metro, Memphis employment is nearly 4% below 2007Q4 peak levels, still trailing the nation at large but showing improvement over recent years. Accounting for over 27% of all jobs, logistics and distribution-related sectors, the lifeblood of the Memphis economy, are not growing fast enough to provide a lift to overall employment. However, as of 2015Q1, growth in payrolls within the trade, transportation, and utilities sector finally eclipsed U.S. benchmark growth. Recent studies have shown that the Memphis International Airport alone injects nearly $30 billion a year into the region's economy. As a result, city and county officials continue to fine-tune a Regional Economic Development Plan that embraces core industries while positioning those industries to be competitive in a global knowledge-based economy.
Elvis may have been the King of Rock and Roll, but Memphis reigns supreme when it comes to logistics. Thanks to FedEx, Memphis International Airport is the second-busiest cargo airport in the world, only slightly behind the Hong Kong airport. The metro also has an extensive rail network served by five Class I railroads (BNSF, CSX, Union Pacific, Norfolk Southern, and Canadian National) and offers access to I-55 and I-40, one of the busiest trucking corridors in the nation, which will also include the additions of I-22 and I-69 once construction is completed. In addition, the Port of Memphis is the fourth-largest inland port in the U.S. That the utilities and transportation sector has offered robust employment prospects and is one of the metro’s primary demand drivers is understandable. The industry is far more concentrated in Memphis than in any other major U.S. metro, directly employing more than 10% of the workforce. This transport hub status not only benefits the warehouse market but also apartment demand, as the sector’s blue-collar demographic is statistically more inclined toward rentals.
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.