General Disclaimer
The interests offered in this confidential offering memorandum of interests have not been registered under the securities act of 1933, as amended, or any state securities laws, in reliance upon exemptions from registration provided by section 4(2) of the securities act, and similar exemptions from registration provided by applicable state securities laws. The interests have not been approved or disapproved by the securities and exchange commission or any state securities commission nor has the securities and exchange commission or any state securities commission passed upon the accuracy or adequacy of this memorandum. Any representation to the contrary is a criminal offense. Any investment in the interests involves risks, and offerees should thoroughly consider those described in this memorandum and certain special considerations concerning the property owner described herein. Please refer to the section entitled "risk factors."
Investors must be prepared to bear the risk of their investment for an indefinite period and be able to withstand a total loss of their investment.
Investment Decision
In making an investment decision, investors must rely on their own evaluation of the terms of the offering, including the risks involved. This memorandum has been prepared for informational purposes only in order to assist prospective investors in evaluating a potential investment the property.
No Implication of Change
Neither the delivery of this memorandum nor any sale made hereunder shall create, under any circumstance, any implication that there has not been any change in the affairs of the property and any other information contained herein since the date hereof.
Professional Consultation
A prospective investor should consult his, her or its own counsel, accountant or business advisor, respectively, as to legal, tax and other matters concerning his, her or its purchase of the interests. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the securities act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom and in accordance with the terms and conditions of the operating agreement which in the minimum requires that such transfers be approved by the sponsor. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
Information Disclaimer
The information presented herein was prepared by the sponsor solely for use by prospective investors in connection with the offering. Nothing contained herein is, or should be relied on as, a promise or representation as to the future performance of the interest or property.
Prospective investors should carefully consider the specific factors set forth below as well as the other information included elsewhere in this memorandum and other documents in connection with this offering before deciding to invest in the interests offered hereby.
Risk Factors
Real Estate, Economic and Certain Other Conditions
The real estate industry is cyclical and is sensitive to changes in general economic conditions nationwide, or on a local level in Miami, FL such as levels of employment, consumer confidence, income and certain other factors hereafter discussed. The timing of the completion of a development or renovation in Miami may be delayed for various reasons, including regulations, inspections and force majeure events.
Vacancies at Market Place
Vacancies can be expected to occur from time to time in the operation of any real estate asset, and significant vacancies could cause the cash available to pay operating expense or for distribution to investors to decrease.
Tenant Default or Bankruptcy
If a significant number of tenants or an anchor tenant is unable to meet its obligations to the property owner, the cash receipts and cash available to pay operating expense or for distribution to investors will decrease. At any time, a tenant at the property may seek the protection of bankruptcy laws, which could result in the rejection and termination of their lease. Any tenant that has filed for bankruptcy protection may not continue making payments under its lease or may not make such payments in a timely manner.
Competition
The real estate industry is highly competitive and fragmented. Real estate owners compete not only for tenants, but also for desirable properties, financings, purchasers and management. The property owner competes with other local, regional and national real estate owners, some of which have longer operating histories and greater financial, marketing and sales resources than the property owner. Further, any tenant(s) at the property may compete with other area tenants for business in their respective industries.
Environmental Matters
The property owner cannot assure that there are no potential environmental liabilities, that no environmental liabilities may develop, that no prior owner created any material environmental condition not known to the property owner, or that future uses or conditions, including, without limitation, changes in applicable environmental laws and regulations, will not result in liability for the property owner. The costs of any required remediation or removal of environmentally hazardous substances may be substantial, and such liability could exceed the fair value of the property and/or the property owner's aggregate assets. The presence of, or the failure to properly remediate substances when released may adversely affect the property owner's ability to sell the affected real estate or to borrow using the real estate as collateral.
Dependence on Management Personnel
The success of the property owner depends to a significant degree on the efforts of the property owner's management, which is provided by an affiliate of Vera Fund LLC (the "sponsor" or the "manager"), and on the efforts of the property's management. The property owner's operations may be adversely affected if one or more members of senior management of the managing member cease to be active in the property.