Vii Capital CBM Fund, LLC
Reg D 506(C) Crowdfunding
Target: $14,000,000
Start Date: March 4, 2021
End Date: March 31, 2022
Minimum Investment: | $50,000 (Class A) |
Minimum Raise: | $14,000,000 |
Maximum Raise: | $31,715,000 |
Minimum Share/Units/% | $1,000 per Unit |
Equity: | 100% of Investing Membership Interest Class |
Estimated Return: | 6% to 10% per annum |
Investment Type: | Private Real Estate Lending |
Securities Type: | LLC Units |
Company: | Vii Capital CBM Fund LLC |
Regulation: | Regulation D 506C |
Vii Capital CBM Fund, LLC is offering for sale up to 31,715 Units of Investing Membership Interest (the “Units”) at USD $1,000 per Unit, aggregating USD $31,715,000, unless expanded up to USD $50,000,000 in our Managing Member’s sole discretion.
“Unit” means an Investing Membership Interest in the Fund purchased by an investor. Purchasers of Units in this offering are referred to as “Investing Members”. This interest is the right and obligation to share in a proportional part of the Fund’s distributions, revenue, income, expenses, assets and liabilities, less the Managing Member’s annual Asset Management Fee (billed quarterly, ranging from 0.75% up to 2.5% of the Fund’s capitalization or aggregate asset value), according to the following terms:
• CLASS A UNITS: For Investing Members making investments in the Fund of up to 50 Units (i.e., up to USD $50,000), Class A Units will be issued. Class A Units entitle the holder thereof to receive 100% of the Fund’s net profits, pro rata to their number of Units in the Fund, until they’ve realized distributions equal to 6% per annum on their Capital Investment (the “Preferred Return” of such Class of Unit), PLUS a proportional share of the Performance Bonus (see description below). 100% of the Performance Bonus is passed through to the Investing Members, pro rata. Any excess shall be allocated to the Managing Member.
• CLASS B UNITS: For Investing Members making investments in the Fund of between 51 to 100 Units (i.e., USD $51,000 to USD $100,000), Class B Units will be issued. Class B Units entitle the holder thereof to receive 100% of the Fund’s net profits, pro rata to their number of Units in the Fund, until they’ve realized distributions equal to 7% per annum on their Capital Investment (the “Preferred Return” of such Class of Unit), PLUS a proportional share of the Performance Bonus (see description below). 100% of the Performance Bonus is passed through to the Investing Members, pro rata. Any excess shall be allocated to the Managing Member.
• CLASS C UNITS: For Investing Members making investments in the Fund of between 101 to 150 Units (i.e., USD $101,000 to USD $150,000), Class C Units will be issued. Class C Units entitle the holder thereof to receive 100% of the Fund’s net profits, pro rata to their number of Units in the Fund, until they’ve realized distributions equal to 8% per annum on their Capital Investment (the “Preferred Return” of such Class of Unit), PLUS a proportional share of the Performance Bonus (see description below). 100% of the Performance Bonus is passed through to the Investing Members, pro rata. Any excess shall be allocated to the Managing Member.
• CLASS D UNITS: For Investing Members making investments in the Fund of between 151 to 200 Units (i.e., USD $151,000 to USD $200,000), Class D Units will be issued. Class D Units entitle the holder thereof to receive 100% of the Fund’s net profits, pro rata to their number of Units in the Fund, until they’ve realized distributions equal to 9% per annum on their Capital Investment (the “Preferred Return” of such Class of Unit), PLUS a proportional share of the Performance Bonus (see description below). 100% of the Performance Bonus is passed through to the Investing Members, pro rata. Any excess shall be allocated to the Managing Member.
• CLASS E UNITS: For Investing Members making investments in the Fund of 201 Units or more (i.e., USD $201,000 or more), Class E Units will be issued. Class E Units entitle the holder thereof to receive 100% of the Fund’s net profits, pro rata to their number of Units in the Fund, until they’ve realized distributions equal to 10% per annum on their Capital Investment (the “Preferred Return” of such Class of Unit), PLUS a proportional share of the Performance Bonus (see description below). 100% of the Performance Bonus is passed through to the Investing Members, pro rata. Any excess shall be allocated to the Managing Member.
The recommended minimum investment by an investor is USD $200,000 (200 Units), although the Fund reserves the right to accept lesser amounts from qualified persons.
The Fund will allocate 10% of all profits realized from our Investments in excess of the applicable Preferred Return to the Investing Members (the “Performance Bonus”). 100% of the Performance Bonus, when realized, will be passed through to the Investing Members, pro rata.
Investing Members have no voting rights under the Limited Liability Company Agreement, although they do have certain limited consent rights. For a more detailed treatment of the rights and duties of Investing Members, please refer to the Fund’s Limited Liability Company Agreement included in the exhibit section of this Memorandum.
No Units may be redeemed unless they’ve been held for at least a five (5) year period.
Liquidation of the Fund
It is contemplated that upon any liquidation of the Fund, the Units held by the Fund will be sold or distributed in kind.
Accordingly, upon liquidation, each of the Members will receive cash and/or an undivided interest in the Units and related tangible personal property in accordance with the proportion in which each Member holds an ownership interest in the Fund. In addition, leasehold interests and other property owned by the Fund, or the proceeds from the sale thereof, will be distributed to the Members, in amounts equivalent to their respective interest therein on the date of distribution, subject to liens, and outstanding contracts.
Upon such liquidation, an Investing Member will recognize a capital gain to the extent that the cash received in the liquidation exceeds the Investing Member’s tax basis of their Units. A capital loss generally will be recognized to the extent that their basis, as adjusted, exceeds the liquidating cash distribution. In addition, each Investing Member may be in receipt of income from the normal operations of the Fund during the year of dissolution. Such income will constitute ordinary income, and the full amount of any capital loss realized by such Investing Member on liquidation of the Fund may not be available to offset the full amount of taxable income recognized by the Investing Member from operations of the Fund during the year of liquidation. To the extent the Fund distributes cash from any other source, distribution will reduce the Investing Member’s basis in their Units, and any amount in excess of such basis will constitute taxable income.
An Investing Member’s basis in Fund assets received in liquidation from the Fund will be the same as its basis in the Fund interest at the time of liquidation decreased by the amount of cash received. Accordingly, if there are no obligations to be assumed and no cash is available for distribution, assets distributed will have the same basis in the hands of the Investing Members as their basis in the Fund.
If you should have extra questions on this offering please sign in and use the Forum tab. The project issuer and or project attorney will get back to you with an answer.
Submit a request to access information.
Submit a request to access information.
Submit a request to access information.