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  • CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

    Virtua 99th Loan, LLC, an Arizona limited liability company (the Company)

    Vantage Point Consulting, LLC, Manager of the Company (the Company Manager)

    17242 W. Watkins St., Goodyear, AZ 85338

    Total Offering Amount: $2,250,000

    November 7, 2016

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    CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF

    VIRTUA 99TH LOAN, LLC

    This Confidential Private Placement Memorandum (PPM) of Virtua 99th Loan, LLC, an Arizona limited liability company (the Company), incorporates by reference the Confidential Private Placement Memorandum for Virtua 99th Holdings, LLC dated October 7, 2016, as supplemented by a first Supplement To Confidential Private Placement Memorandum dated October 12, 2016, and the 2nd Supplement to the Confidential Private Placement Memorandum of Virtua 99th Holdings, LLC dated November 7, 2016 (jointly the Memorandum). This PPM is being furnished to prospective investors on a confidential basis for consideration in connection with a potential investment in the Company. The information contained herein is integral to a decision as to whether to invest in the Company, and accordingly, prospective investors should review both this PPM and the Memorandum prior to making an investment in the Company. To the extent that the information contained in this PPM is inconsistent with the Memorandum, this PPM shall supersede the information contained in the Memorandum.

    IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (SEC), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED THE MERITS OF, THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PPM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 (1933 ACT), OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THESE SECURITIES, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, INVESTORS MUST EXPECT TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.

    IN ADDITION, THE OPERATING AGREEMENT OF THE COMPANY (THE COMPANY OPERATING AGREEMENT) CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE SECURITIES OFFERED HEREBY.

    THIS PPM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

    NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PPM AND THE MEMORANDUM. NO INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN OR THE IN THE MEMORANDUM, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE COMPANY, THE MANAGER OR ANY MEMBERS OR

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    AFFILIATES THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE COMPANY OPERATING AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS PPM OR THE MEMORANDUM, THE COMPANY OPERATING AGREEMENT WILL CONTROL.

    PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE COMPANY, ITS AFFILIATES AND ITS BUSINESS AND OPERATIONS. THE CONTENTS OF THIS PPM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

    THIS PPM IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS PPM TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREES ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS PPM, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE DELIVERY OF THIS PPM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.

    THIS PPM DOES NOT UPDATE ANY OF THE INFORMATION CONTAINED IN THE MEMORANDUM AS OF THE DATE HEREOF, OTHER THAN ITEMS SPECIFICALLY REFERENCED IN THIS PPM. THE UNAFFECTED PORTIONS OF THE MEMORANDUM SHALL CONTINUE TO BE EFFECTIVE AS OF THE ORIGINAL DATE OF THE MEMORANDUM.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT DISCLOSURE WOULD NOT VIOLATE FEDERAL OR STATE SECURITIES OR OTHER APPLICABLE LAWS, EACH OFFEREE (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH OFFEREE) IS AUTHORIZED TO DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE (WITHIN THE MEANING SECTION 6011 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER) OF THE COMPANY AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH OFFEREE RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE, EXCEPT THAT, WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE OF THE COMPANY AS WELL AS OTHER INFORMATION, THIS AUTHORIZATION SHALL ONLY APPLY TO THE PORTIONS OF SUCH DOCUMENT OR SIMILAR ITEM THAT RELATE TO THE TAX STRUCTURE OR TAX TREATMENT OF THE COMPANY.

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    Introduction Attached as Exhibit A is the Memorandum made available to potential subscribers to equity membership in Virtua 99th Holdings, LLC (VH99). VH99 is concurrently seeking to raise $3,250,000 of equity for Virtua 99th, LLC (Property Owner) to acquire approximately 60 acres near the Northwest corner of Encanto Blvd. and 99th Ave. in Avondale, Arizona (the Property). The Memorandum details certain information related to the Property and that equity investment offering. The information in the Memorandum, including the risk factors listed in the Memorandum, is also relevant to the consideration of any decision to invest in the Company and should be read thoroughly. Property Owner intends to obtain a $2,250,000 loan secured by a first deed of trust on the Property (the Loan) and had anticipated that INCA Capital, LLC, or its affiliate (INCA), would make the Loan. INCA, however, recently declined to make the anticipated Loan. Property Owner now intends to obtain the Loan from Virtua 99th Loan, LLC (the Company). The Company is a new Arizona limited liability company which has been established expressly for the purpose of loaning $2,250,000 to Property Owner. The primary business purpose of the Company is to make the Loan to Property Owner, to collect monthly interest payments from Property Owner, and distribute those interest payments to investors in the Company, as well as distribute the principal payment to the Companys investors upon repayment of the Loan. Terms of the Loan Although definitive terms of a loan between the Company and Property Owner have yet to be concluded, the Company expects to lend Property Owner a maximum principal amount of $2,250,000, and to have such a loan to be secured by a first deed of trust lien against the Property. It is expected that such a loan will have a one year term; provided, however, that such loan term and the date for maturity may be extended for a period of 90 days upon written request therefor given by Property Owner to the Company no later than 5 business days prior to the then maturity date and Property Owner remitting to the Company concurrently therewith a loan extension fee equal to 1% of the outstanding amount of the loan. It is further anticipated that such a loan will accrue simple interest at the fixed rate of 15% per annum (but such interest rate is subject to increase to 20% per annum in the event of a default under the loan by Property Owner). It is also expected that interest on such a loan will be paid monthly, with a balloon payment (i.e., bullet amortization) of remaining principal and interest due on the maturity date; moreover it is expected that loan principal may not be prepaid during the first 12 months of the loan term. Funds will be reserved by VH99 (on behalf of Property Owner) from the proceeds of the loan to be used to make the monthly interest payments. Investors in the Company are expected to receive monthly interest payments at a rate of 15% per annum (i.e., 1.25% per month) for the anticipated one-year term of the loan. Property Owner plans to sell or refinance the Property within a year of its acquisition. If the Property is not sold, or cannot be refinanced, by Property Owner during the anticipated one-year term of such a loan, then Property Owner will be subject to the risk that such a loan will be foreclosed by the Company, in which instance the investors in the Company could suffer a loss of their capital (whether in whole or in part) invested in the Company.

    The loan is expected to have a 2% origination fee charged by Versant Commercial Brokerage Inc. (Versant). Versant is an affiliate of each of Virtua Partners LLC, Quyp Properties, LLC, VH99, Quynh Palomino, and Lloyd W. Kendall, Jr., each of which are expected to be managers and/or owners (whether direct or indirect) of Property Owner.