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“'Class A Unit' means a Common Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.”— PPM p. 5
“'Class I Unit' means a Common Unit entitling the holder thereof to the rights of a holder of a Class I Unit as provided in this Agreement.”— PPM p. 5
“'Class T Unit' means a Common Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement.”— PPM p. 5
“The LTIP Units shall rank pari passu with the Limited Partnership Units as to (i) the payment of regular and special periodic or other distributions”— PPM p. 20
“The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on Exhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner.”— PPM p. 19
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.
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.
Operative text ships with unfilled [•] placeholders for the execution date, formation date, the Partnership's specified office and registered agent address, and throughout Exhibit A's contribution/interest figures.
“This Limited Partnership Agreement (this 'Agreement') is entered into this [•] day of [•], 2016 between Rodin Global Property Trust, Inc.”
Section 8.5(c)(iii) refers to 'the affidavit required by Section 8.5(c)(1)', but the subsections of 8.5(c) are enumerated with roman numerals (i)-(iv), so there is no '(1)'.
“the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1)”
The Independent Directors definition omits a number: 'service as a director or trustee of more than REITs organized by the Sponsor' is missing the threshold count after 'more than'.
“(v) service as a director or trustee of more than REITs organized by the Sponsor or advised by the Advisor”
The Sponsor definition labels two consecutive clauses '(vii)'; the second should be '(viii)', leaving the list mis-enumerated.
“(vii) receives fees for providing services to the General Partner which are paid on a basis that is not customary in the industry or (vii) provides goods or services to the General Partner on a basis which was not negotiated at arm's-length”
Section 2.2 leaves the Partnership's specified office and registered agent as empty bracketed blanks ('[ ]' and '[ , Delaware]') in operative text rather than completed values.
“The specified office and place of business of the Partnership shall be [ ]. The General Partner may at any time change the location of such office”
Section 8.5(b) reads 'fully paid and accessible REIT Shares' where the standard term — and the Agreement's own usage in Section 4.5(b) — is 'fully paid and non-assessable'.
“shall be delivered by the General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares having the same Class designation as the Tendered Units”
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 (Fees & Expenses). 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.
The offering documents don't answer a standard institutional DDQ question (Structure). 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 (Structure). 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.
No fees extracted from the PPM.
What allocators are saying. Diligence notes, open questions, attached scenarios.
Be the first allocator to leave a take.