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“Under the LLC Agreement, the limited liability company interests of the Company are denominated as 50,000,000 'Investor Shares' and 5,000,000 'Management Shares.' All of the Management Shares are owned by the Manager.”— PPM p. 62
“We are offering to the public up to 2,000,000 limited liability company interests denominated as 'Series A Investor Shares.'”— PPM p. 62
Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.
Structural checks run against Property Income Trust LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.
A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.
“Property Disposition Fee: 1.0% of the total sale proceeds of each property or investment”
Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.
Within a single sentence of audited Note 4, ordinary-operations distributions are stated 90% to Investors / 10% to Manager, but capital-transaction distributions are stated 90% to Management Shares / 10% to Investor Shares — an inverted split that contradicts the 90% Investors / 10% Manager economics used throughout the body and reverses who receives capital-event proceeds.
“distribution allocations of cash flow generated from ordinary operations at 90% to Investor Shares interest and 10% to the Manager Shares interest; iii) capital transactions first apportioned to repay capital contributions, then allocated at the distribution percentages of 90% to Management Shares interest and 10% to Investor Shares interest”
The Management Share count is written as '5,000,0000' (eight digits, an extra zero) in multiple balance-sheet and equity captions, contradicting the '5,000,000' figure stated in Note 4 and the equity statements — a malformed number that overstates authorized/issued shares tenfold as written.
“Member's Equity (Deficit): 5,000,0000 Management Shares authorized, issued and outstanding as of September 30, 2017 and December 31, 2016. (Note 4)”
In the Statement of Changes in Member's Equity, the 'Balance at September 30, 2016' row shows Accumulated Deficit of $(1,140) but a Member's Equity total of $(1,040) on the same line, a $100 internal mismatch (the opening 1/1/2016 balance correctly shows $(1,140)/$(1,140)).
“Balance at September 30, 2016 - $ - $ (1,140 ) $ (1,040 )”
The audited balance sheet (F-15) reports Total Liabilities of 51,660 (10,379 + 41,281), but the unaudited comparative balance sheet (F-25) restates the same 12/31/2016 Total Liabilities as 51,650, a $10 discrepancy that does not foot to its own components.
“Total Liabilities 51,660 ... Total Liabilities 89,048 $ 51,650”
The cash-flow statement header misspells 'ACTIVITIES' as 'ACTIIVITIES' (doubled I) in substantive financial-statement text.
“CASH FLOWS FROM OPERATING ACTIIVITIES”
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.
What allocators are saying. Diligence notes, open questions, attached scenarios.
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