Headed by Dr. Arun Verma and Neal Verma, Nova Asset Management is a vertically integrated real estate company that has owned and managed more than $450 million of assets in Houston, TX since 1992. The company focuses on aggressive fundamental and value-driven strategy with a long-term outlook. In addition to targeting off-market deals below replacement cost, the Sponsor lowers operating expenses through proprietary property management and often repositions / renovates properties to compete with newer assets. Dr. Arun Verma has been an active real estate investor for over 40 years, having been involved in approximately $1 billion of transactions in Houston. Neal Verma has 22 years of experience in real estate asset management and operations, and he has overseen the operations of more than 6,000 apartment units, multiple office buildings, and more than 250 employees.
Built in 1985, Oceanfront Loft Apartments is a 102‐unit luxury gated apartment community with tropical landscaping on over three acres of Galveston Island. The waterfront location is west of 61st Street, within blocks of the historic downtown district, Moody Gardens, Schlitterbahn Waterpark, and less than two miles from the Galveston Island Convention Center and San Luis Resort, Spa, and Conference Center. All units have views of the Gulf of Mexico and are within steps of the beach (one of the few apartment communities in Galveston that is located directly on Seawall Blvd). Approximately 72 units have been upgraded with faux wood flooring throughout living and wet areas, faux stainless appliances, new lighting and plumbing fixtures, brushed nickel door hardware, new cabinet fronts, faux marble chip counter tops, and new carpet. Renovated units are leasing for premiums of up to $150 per month over non‐renovated units, depending on the individual floorplan. Additionally, the Seller upgraded common area amenities including a new business center, tanning room, and outdoor kitchen area with new stainless steel gas grills. Property amenities also include a swimming pool and spa, fitness center, gated parking garage, laundry facilities, tennis court, pet park, and coffee bar.
| Unit Type | # of Units | % of Total | Unit (Square Feet) | In-Place Rent Per Unit | Post-Reno Rent Per Unit |
|---|---|---|---|---|---|
| 1/1 | 39 | 38% | 523 | $875 | $975 |
| 2/1.5 | 36 | 35% | 791 | $1,053 | $1,174 |
| 2/1.5 | 17 | 17% | 803 | $1,148 | $1,281 |
| 2/1.5 + den | 8 | 8% | 847 | $1,296 | $1,445 |
| 2/2 | 2 | 2% | 962 | $1,396 | $1,555 |
| Totals/Averages | 102 | 100% | 698 | $1,027 | $1,145 |
Sale Comparables
| Grand Hampton | The Haven | The Veridian | Bellevue | Averages | Subject | |
| Date | Aug '17 | Feb '18 | Nov '18 | Nov '18 | Jan '19 | |
| Year Built | 1976 | 1991 | 1984 | 1984 | 1984 | 1985 |
| CoStar Class | C | C | C | B | B | |
| # of Units | 347 | 732 | 712 | 224 | 504 | 102 |
| Purchase Price | $31,812,500 | $73,000,000 | $64,540,000 | $26,900,000 | $49,063,125 | $9,775,000 |
| $/Unit | $91,679 | $99,727 | $90,646 | $120,089 | $100,535 | $95,833 |
| Cap Rate | 6.10% | N/A | 6.13% | 6.13% | 6.12% | 7.18% |
| Distance from Subject | 31.3 miles | 30.9 miles | 32.1 miles | 30.6 miles | 31.2 miles |
Although no comparable properties have traded in the last few years within a tight radius of the Subject (according to CoStar), 18 condominiums next door to the Subject sold for an average price of $230k per unit between 2016 and 2018, according to Zillow
Lease Comparables
| Broadwater | Residence at West Beach | Seaside Village | Campeche Cove | Island Bay Resort | Averages | Subject | |
| # of Units | 205 | 133 | 92 | 264 | 458 | 230 | 102 |
| Year Built | 1979 | 1976 | 1982 | 1984 | 1973 | 1979 | 1985 |
| Average SF | 809 | 808 | 1,045 | 697 | 815 | 835 | 698 |
| Average Rental Rate | $1,122 | $1,145 | $1,285 | $1,059 | $1,166 | $1,155 | $1,145 |
| Average Rent per SF | $1.39 | $1.42 | $1.23 | $1.52 | $1.43 | $1.38 | $1.64 |
| Distance from Subject | 1.0 miles | 0.7 miles | 2.4 miles | 1.7 miles | 0.8 miles | 1.3 miles |
Sale and lease comps were obtained from CoStar and Axiometrics
| Sources of Funds | Cost |
|---|---|
| Debt | $8,439,602 |
| Equity | $2,688,654 |
| Total Sources of Funds | $11,128,256 |
| Uses of Funds | Cost |
| Purchase Price | $9,775,000 |
| CapEx Reserve | $681,562 |
| Loan Fee | $126,594 |
| Real Estate Company Acquisition Fee | $195,500 |
| North Capital Broker Dealer Fee | $52,600 |
| Closing Costs | $180,000 |
| Working Capital | $50,000 |
| Interest Rate Cap | $67,000 |
| Total Uses of Funds | $11,128,256 |
The expected terms of the debt financing are as follows:
- Lender: The Bancorp Bank
- Estimated Proceeds: $8,439,602
- Estimated Rate (Floating): One Month Libor plus 3.30%
- Amortization: 30 years
- Term: 3 years
- Interest Only: 3 years
- Prepayment Penalty: None, but there is 0.5% exit fee
- Extension Options: Two one-year extension options
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.
The Target will make distributions to investors (The Company and Real Estate Company, collectively, the "Members") as follows:
Operating Income, Refinance, and Sales Proceeds
- To the Members, pari passu, all excess operating cash flows to an 8.0% IRR to the Members;
- 60.0% / 40.0% (60.0% to Members / 40.0% to promote) of excess cash flow 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).
The Company will distribute 100% of its share of excess cash flow (after expenses) to the members of The Company (the RealtyMogul investors). The manager of The Company will receive a portion of the promote. Distributions are expected to start in September 2019 and are projected to continue on a quarterly basis thereafter. These distributions are at the discretion of the Real Estate Company, who may decide to delay distributions for any reason, including maintenance or capital reserves.
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|
| Effective Gross Revenue | $1,328,045 | $1,422,677 | $1,490,575 | $1,534,006 | $1,580,868 |
| Total Operating Expenses | $626,367 | $643,104 | $659,387 | $675,291 | $691,664 |
| Net Operating Income | $701,678 | $779,573 | $831,189 | $858,715 | $889,204 |
| Year 0 | 2019 | 2020 | 2021 | 2022 | 2023 | |
|---|---|---|---|---|---|---|
| Distributions to RealtyMogul 126, LLC Investors |
($1,335,000) | $92,607 | $123,146 | $133,076 | $91,497 | $2,052,204 |
| Net Earnings to Investor - Hypothetical $50,000 Investment |
($50,000) | $3,468 | $4,612 | $4,984 | $3,427 | $76,862 |
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 |
|---|---|---|---|---|
| Acquisition Fee | $195,500 | Real Estate Company | Capitalized Equity Contribution | 2.0% of the Property purchase price. |
| Broker-Dealer Fee | $52,600 | North Capital (1) | Capitalized Equity Contribution | Greater of $50,000 and 4.0% of the equity raised by RealtyMogul 126, LLC. |
| Construction Management Fee | 10.0% of costs | Real Estate Company | Capitalized Equity Contribution |
| Type of Fee | Amount of Fee | Received By | Paid From | Notes |
|---|---|---|---|---|
| Management and Administrative Fee | 1.0% of amount invested in RealtyMogul 126, LLC | RM Manager, LLC | Distributable Cash | RM Manager, LLC is the Manager of RealtyMogul 126, LLC and a wholly-owned subsidiary of Realty Mogul, Co. (2) |
| Asset Management Fee | 1.0% of Effective Gross Income | Real Estate Company | Distributable Cash | |
| Property Management Fee | 3.0% of Effective Gross Income | Real Estate Company | Distributable Cash |
(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 Real Estate Company or others. Realty Mogul, Co., RM Manager, LLC, and The Company, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.
RM Securities, LLC, its registered representatives, affiliates, associated persons, and personnel of its affiliates who may also be associated with it, including our associated persons and personnel of our affiliates who are also be associated with RM Securities, LLC (it (“RM Securities,” “we,” “our,” or “us”) will receive fees, expense reimbursements, and other compensation (“Fees”) from the issuer of this investment offering, its sponsor, or an affiliate thereof (“Sponsor”), or otherwise in connection with Sponsor’s offering. The Fees paid to us are in addition to other fees you will pay to Sponsor or in connection with Sponsor’s investment offering. You will pay Fees to Sponsor, either directly or indirectly as an investor in the Sponsor’s offering. Sponsor will use the Fees you pay, as well as funds you invest in the relevant offering, to compensate us. The Fees paid to us will directly or indirectly be borne by you as the investor (typically, but not always, in the form of an expense of the Sponsor’s offering in which you invest) because such Fees will reduce the proceeds available for distribution to you and reduce the amount you earn over time.
For more information on the Fees paid to us, or any other Fees you will pay in connection with Sponsor’s offering, please carefully review the Sponsor’s Investment Documents. Please also carefully review RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.
No Approval, Opinion or Representation, or Warranty by RM Securities, LLCSponsor has provided, approved, and is solely responsible in all aspects for the information on this webpage (“Page”), including Sponsor’s offering documentation, which may include without limitation the Private Placement Memorandum, Operating or Limited Partnership Agreement, Subscription Agreement, the Project Summary and all exhibits and other documents attached thereto or referenced therein (collectively, the “Investment Documents”). The Investment Documents linked on this page have been prepared and posted by Sponsor, and not by RM Securities. We did not assist in preparing, do not adopt or endorse, and we are not otherwise responsible for, the Sponsor’s Investment Documents. We make no representations or warranties as to the accuracy of information on this Page or in the Sponsor’s Investment Documents and we accept no liability therefor. No part of the information on this Page or in the Sponsor’s Investment Documents is intended to be binding on us.
Sponsor’s Information Qualified by Investment DocumentsThe information on this Page is qualified in its entirety by reference to the more complete information about the offering contained in the Sponsor’s Investment Documents. The information on this Page is not complete and subject to change at the Sponsor’s discretion at any time up to the closing date. The Sponsor’s Investment Documents and supplements thereto contain important information about the Sponsor’s offering including relevant investment objectives, the business plan, risks, charges, expenses, and other information, which you should consider carefully before investing. The information on this Page should not be used as a basis for an investor’s decision to invest.
Risk of InvestmentThis investment is speculative, highly illiquid, and involves substantial risk. There can be no assurances that all or any of Sponsor’s assumptions, expectations, estimates, goals, hypothetical illustrations, or other aspects of Sponsor’s business plans (“Assumptions”) will be true or that actual performance will bear any relation to Sponsor’s Assumptions, and no guarantee or representation is made that Sponsor’s Assumptions will be achieved. If Sponsor does not achieve its Assumptions, your investment could be materially and adversely affected. A loss of part or all of the principal value of your investment may occur. You should not invest unless you can readily bear the consequences of such loss. Sponsor’s Assumptions should not be relied upon as the primary basis for your decision to invest.
No Reliance on Forward-Looking Statements; Sponsor AssumptionsSponsor is solely responsible for statements made concerning forward-looking statements and Assumptions, which apply only as of the date made, are preliminary and subject to change, and are expressly qualified in their entirety by the disclosures and cautionary statements included in Sponsor’s Investment Documents, which you should carefully review. Neither RM Securities nor Sponsor are obligated to update or revise such forward-looking statements or Assumptions to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Sponsor’s forward-looking statements and Assumptions are hypothetical, not based on actual investment achievements or events, and are presented solely for purposes of providing insight into the Sponsor’s investment objectives, detailing Sponsor’s anticipated risk and reward characteristics, and establishing a benchmark for future evaluation of actual results; therefore, they are not a predictor, projection, or guarantee of future results. You should not rely on Sponsor’s forward-looking statements as a basis to invest.
Importantly, we do not adopt, endorse, or provide any assurance of returns or as to the accuracy or reasonableness of Sponsor’s Assumptions or forward-looking statements.
No Reliance on Past PerformanceAny description of past performance is not a reliable indicator of future performance and should not be relied upon as the primary basis to invest.
Sponsor’s Use of DebtA substantial portion of the total cost of the real estate asset acquired by the Sponsor with investor funds (“Property”) will be paid with borrowed funds, i.e., debt. Sponsor’s estimated rates and terms of the debt financing are subject to lender approval, and there is no assurance that the Sponsor will secure debt at the rates and terms presented on this Page or in the Sponsor’s Investment Documents, or at all. The use of borrowed money to acquire real estate is referred to as leveraging, which can amplify losses and could result in lender foreclosure. In addition, if the debt includes a variable (or “floating”) interest rate, the total amount of interest paid over the term of the debt will fluctuate and can increase. As a result, Sponsor’s use of debt can result in a loss of some or all of your investment.
Sponsor’s Offering is Not RegisteredSponsor’s securities offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act (“Private Placement”). In addition, the offering will not be registered under any state securities laws in reliance on exemptions from state registration. Such securities (your ownership interests) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable state and federal securities laws pursuant to registration or an available exemption. All Private Placements on the Platform are intended solely for “Accredited Investors,” as that term is defined in Rule 501(a) under the Securities Act.
No Investment AdviceNothing on this Page should be regarded as investment advice (either with respect to a particular security or regarding an overall investment strategy), a recommendation, an offer to sell, or a solicitation of or an offer to buy any security. Advice from a securities professional is strongly advised to understand and assess the risks associated with real estate or private placement investments. For additional information on RM Securities’ involvement in this offering, please carefully review the Sponsor’s Investment Documents, and RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.
1031 Exchange RiskInternal Revenue Code Section 1031 (“Section 1031”) contains complex tax concepts and certain tax consequences may vary depending on the individual circumstances of each investor. RM Securities and its affiliates make no representation or warranty of any kind with respect to the tax consequences of your investment or that the IRS will not challenge any such treatment. You should consult with and rely on your own tax advisor about the tax aspects with respect to your particular circumstances.