Neither Refuge Investments, LLC, nor any of its affiliates provide tax or investment advice. Past performance is no guarantee of future results. Any historical returns, expected returns, or forward looking projections might not reflect actual future performance. All investing involves risk and may result in a partial or total loss of investment. Refuge Investments, LLC does not represent in any manner that the outcomes described herein will result in any particular tax benefit or consequence.
Any Investment Summary includes available information received from the seller regarding the property location, description, broker’s information sheet, rent rolls, budget, and the Manager’s projected investor returns, investment strategies and plan of operations. Risk factors and other important information about this Offering are contained in the private placement memorandum (PPM).
This Presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instrument of the Company. No offer of securities shall be made except by means of a private placement memorandum (PPM) meeting the requirements of the Securities Act of 1933, as amended, and applicable regulations of jurisdiction in which such an offer may be made.
Forward-Looking Statements
This Presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include estimated financial information. Such statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of the Company are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to: (i) the inability of the Company to secure sufficient financing on favorable terms to acquire and operate the targeted properties; (ii) the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; (iii) an unexpected and unforeseeable event or events that adversely affect projections due the economic climate, weather events or events that uniquely affect acquired properties, including but not limited to litigation, latent building issues, or infrastructure issues; and (iv) other risks and uncertainties indicated from time to time in the final private placement memorandum (PPM) prepared by the Company, including those under “Risk Factors” therein, and certain other documents attached to and incorporated in a private placement memorandum (PPM) for the Company.
You are cautioned not to place undue reliance upon any forward-forward-looking statements, which speak only as of the date made. The Company undertakes no commitment to update or revise the forward-looking statements whether as a result of new information, future events or otherwise. Anyone using the Presentation does so at their own risk and no responsibility is accepted for any losses which may result from such use directly or indirectly. Recipients should carry out their own due diligence in connection with the assumptions contained herein. Although the Company may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so whether as a result of new information, future events ,changes in assumption or otherwise except as required by securities laws.
The financial and operating projections contained in the Presentation represent certain estimates as of the date hereof. The Company’s accountant has not examined, reviewed or compiled the projections and accordingly expresses no opinion or assurance that the projections contained herein will accurately reflect the Company’s results of operation or financial condition. The projections are presented in non-GAAP format. Assumptions and estimates underlying prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause the actual results to differ materially from those contained in prospective financial information. Accordingly, there can be no assurance the prospective results are indicative of the future performance of the Company or that actual results will not be materially different from the projections as presented. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the projections contained herein are indicative of future results or will be achieved. These variations could materially affect the ability to make payments with respect to any of its outstanding and/or future debt and service obligations.
Industry and Market Data
Unless otherwise noted, the forecasted industry and market data contained in the assumptions for the projections are based upon the Company management’s estimates and industry and market publications and surveys. The information from industry and market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. The Company has not independently verified any of the data from third-party sources, nor has it ascertained the underlying economic assumptions relied upon therein. While such information is believed to be reliable for purposes used herein, none of the Company, their respective affiliates, nor their respective directors, officers, employees, members, partners, shareholders or agents make any representation or warranty with respect to such information.
CERTAIN ORGANIZATIONAL DOCUMENTS, PRIVATE PLACEMENT MEMORANDUM (PPM), SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY SPONSOR.
This material must be read in conjunction with the Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the Operative Documents relate. Neither the Securities and Exchange Commission, the Attorney General of the State, nor any other state securities regulator has approved or disapproved of this offering, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest if you are an accredited investor as defined in Rule 501 of Regulation D.
Investing will involve significant risks, including possible loss of your entire investment. Any investment will be illiquid, as there is no secondary market for your interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest for an indefinite period of time. The interests in the real property to be acquired are subject to leverage and their investment performance may be volatile. Investors should have the financial ability and willingness to accept the risk characteristics of the underlying opportunity.
Prospective investors must make their own investigations and evaluations of the information contained in this presentation and the other Operative Documents. Each prospective investor should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning the information contained herein. This presentation does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. An investment in a syndication is not suitable for all investors.
This presentation contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “pro forma” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this presentation. Forward-looking statements in this material speak only as of the date on which such statements were made and not as of any future date, and the Sponsor undertakes no obligation to update any such statements that may become untrue because of subsequent events.
THIS PRESENTATION IS NON-BINDING AND IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. ALL PREVIOUS INFORMATION IS PRESENTED IN GOOD FAITH. ANY ERRANT STATEMENT, CALCULATION, OR DISCREPANCY WITHIN THIS PRESENTATION IS UNINTENDED AS ALL SPECIFICS IN THIS PRESENTATION AND SALE OF INTERESTS IN THIS INVESTMENT IS BEING SPECIFICALLY MADE ONLY BY DELIVERY AND EXECUTION OF THE PRIVATE PLACEMENT MEMORANDUM (“PPM”).
RISK FACTORS
Investing in Syndication is speculative and involves substantial risks. You should purchase these securities only if you can afford a complete loss of your investment. See the section entitled “Risk Factors” in the PPM to read about the more significant risks you should consider before buying our common units. These risks include the following:
• Our organization documents permit us to pay distributions from any source, including cash flow from operations, offering proceeds, borrowings, or sales of assets. Until the proceeds from the Initial Offering are fully invested and from time to time during the operational stage, we may not generate sufficient cash flow from operations to fund distributions. If we fund distributions from borrowings, our interest expense and other financing costs, as well as the repayment of such borrowings, will reduce our earnings and cash flow from operations available for distribution in future periods, and accordingly your overall return may be reduced. If we fund distributions from the sale of assets or the maturity, payoff or settlement of debt investments, this will affect our ability to generate cash flows from operations in future periods.
• Our limited liability company agreement and the organizational documents do not require our Manager to seek unitholder approval to liquidate our assets by a specified date, nor do they require our Manager to list any units for trading by a specified date. No public market currently exists for our units. If you are able to sell your units, you may have to sell them at a substantial loss.
• Real estate investments are subject to general downturns in the industry. We cannot predict what the occupancy level will be in a particular building or that any tenant or mortgage or other real estate-related loan borrower will remain solvent. We also cannot predict the future value of our properties. Accordingly, we cannot guarantee that you will receive cash distributions or appreciation of your investment.
• Our intended investment in Multifamily assets will be subject to risks relating to the volatility in the value of the underlying real estate, default on underlying income streams, fluctuations in interest rates, governmental, and other risks associated with real estate investment generally. These investments are only suitable for sophisticated investors tolerant with a high-risk investment profile.