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Multifamily
Brownstone Apartments
Las Vegas, NV
Open to Invest
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Brownstone Apartments
Las Vegas, NV
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Overview
Brownstone Apartments
Brownstone Apartments is a 143-unit, Class A apartment community located in the rapidly growing Centennial Hills neighborhood of Las Vegas, Nevada. Sponsor sourced the 2022-build asset off-market at a compelling basis with upside potential and is acquiring it alongside an institutional partner.
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Details
For more information, view the Sponsor's Investment Memorandum.
Estimated First Distribution 9/2025
Minimum Investment 35000
Estimated Hold Period 3 Years
Investment Strategy Value-Add
Investment Type Equity
Sponsor Documents
The offering documents above have been prepared and are being delivered by the Sponsor of this investment opportunity, and not by RM Securities, LLC. RM Securities, LLC and its associated persons did not assist in preparing, do not explicitly or implicitly adopt or endorse, and are not otherwise responsible for, the Sponsors offering documents posted below or any content therein.
Deal Highlights
Investment Highlights
Experienced, Repeat Sponsor: SB Real Estate Partners is a multifamily investment firm committed to acquiring and asset managing value-add investments throughout the Western United States, with its managing principal having sourced and closed over $1.2 billion of multifamily acquisitions. With an active portfolio exceeding 2,000 units, Sponsor has an extensive track record in the Southwest markets, having acquired over $800M of multifamily assets in these markets since 2017; since 2021, SBREP has sold over $240M of assets in these markets. This is SBREP's 4th offering on the RealtyMogul Platform and the 1st with RM Securities, LLC. The others were Casa Anita, Cordova, and Azura Apartments, value-add properties in Arizona.
Off-Market Opportunity at a Discount to Replacement Cost: SBREP is opportunistically acquiring Brownstone Apartments off-market from the original developer, who currently self-manages the Property. The Sponsor has identified a favorable loss-to-lease upside with the potential to increase rents by approximately $79 based on market comparables and recent leasing momentum.
Walkable Amenities and High-Quality Demographics: Brownstone Apartments is located within a unique mixed-use community, The Village of Centennial Springs, which is attached to a City-owned public park. Residents enjoy convenient access to lifestyle retail amenities within a 1-mile radius, including Sprouts, Walgreens, Albertsons, Starbucks, and Target. Average incomes within a 3-mile radius are ~$122k, and home values in the area average ~$599k, which translates to the average cost of home ownership being roughly a $3,750 monthly payment. This is compared to Brownstone’s blended average in-place rents of $1,796.
Strong Market Dynamics: The Las Vegas MSA has experienced significant job growth, with Nevada leading the nation at 3.8% in 2023. This growth is driven by key employers such as Centennial Hills Hospital, which recently completed a $98 million expansion a mile from the Property, and tech companies like Asurion and TELUS, each employing over 1,000 people. With Las Vegas being a heavily commuter-oriented metro, Brownstone Apartments is poised to benefit from the recent widening of US Hwy 95. This development allows for a commute of approximately 20 minutes to the Las Vegas Strip and about 25 minutes to Nellis Air Force Base, one of the world's largest air force bases with over 14,500 military personnel. Creech Air Force Base is also 25 minutes northwest and employs over 3,000 military personnel, of which several reside in Northwest Las Vegas and Brownstone. (Bureau of Labor Statistics)
Operational Upside: The Sponsor currently owns 2 properties in the Las Vegas MSA, including one comparable property in terms of tenancy and demographics. By leveraging the efficiency of AMC, its third-party property management firm, Sponsor anticipates reducing total operating expenses by ~14%. AMC currently manages SBREP’s two existing properties in the Las Vegas MSA and also similar assets in the market.
Tech Package Upside: The business plan is to install a Smart Home package to each unit that would include remote locking systems, doorbells with security cameras, thermostats, lighting sensors, and water intrusion sensors. The Sponsor believes this feature will enhance leasing prospects versus the competitive new build set.
Low Supply, High Demand: There are currently 2 properties in lease-up within Centennial Hills totaling 591 units and only 2 properties in the delivery pipeline/under construction on the outskirts of the submarket. According to the Cushman & Wakefield analysis, Las Vegas MSA is among the cities with low supply pipelines in the country, with only 2.7% of inventory currently under construction, while population and employment growth forecasts 9.5% and 8.6% through 2028.
Experienced, Repeat Sponsor: SB Real Estate Partners is a multifamily investment firm committed to acquiring and asset managing value-add investments throughout the Western United States, with its managing principal having sourced and closed over $1.2 billion of multifamily acquisitions. With an active portfolio exceeding 2,000 units, Sponsor has an extensive track record in the Southwest markets, having acquired over $800M of multifamily assets in these markets since 2017; since 2021, SBREP has sold over $240M of assets in these markets. This is SBREP's 4th offering on the RealtyMogul Platform and the 1st with RM Securities, LLC. The others were Casa Anita, Cordova, and Azura Apartments, value-add properties in Arizona.
Off-Market Opportunity at a Discount to Replacement Cost: SBREP is opportunistically acquiring Brownstone Apartments off-market from the original developer, who currently self-manages the Property. The Sponsor has identified a favorable loss-to-lease upside with the potential to increase rents by approximately $79 based on market comparables and recent leasing momentum.
Walkable Amenities and High-Quality Demographics: Brownstone Apartments is located within a unique mixed-use community, The Village of Centennial Springs, which is attached to a City-owned public park. Residents enjoy convenient access to lifestyle retail amenities within a 1-mile radius, including Sprouts, Walgreens, Albertsons, Starbucks, and Target. Average incomes within a 3-mile radius are ~$122k, and home values in the area average ~$599k, which translates to the average cost of home ownership being roughly a $3,750 monthly payment. This is compared to Brownstone’s blended average in-place rents of $1,796.
Strong Market Dynamics: The Las Vegas MSA has experienced significant job growth, with Nevada leading the nation at 3.8% in 2023. This growth is driven by key employers such as Centennial Hills Hospital, which recently completed a $98 million expansion a mile from the Property, and tech companies like Asurion and TELUS, each employing over 1,000 people. With Las Vegas being a heavily commuter-oriented metro, Brownstone Apartments is poised to benefit from the recent widening of US Hwy 95. This development allows for a commute of approximately 20 minutes to the Las Vegas Strip and about 25 minutes to Nellis Air Force Base, one of the world's largest air force bases with over 14,500 military personnel. Creech Air Force Base is also 25 minutes northwest and employs over 3,000 military personnel, of which several reside in Northwest Las Vegas and Brownstone. (Bureau of Labor Statistics)
Operational Upside: The Sponsor currently owns 2 properties in the Las Vegas MSA, including one comparable property in terms of tenancy and demographics. By leveraging the efficiency of AMC, its third-party property management firm, Sponsor anticipates reducing total operating expenses by ~14%. AMC currently manages SBREP’s two existing properties in the Las Vegas MSA and also similar assets in the market.
Tech Package Upside: The business plan is to install a Smart Home package to each unit that would include remote locking systems, doorbells with security cameras, thermostats, lighting sensors, and water intrusion sensors. The Sponsor believes this feature will enhance leasing prospects versus the competitive new build set.
Low Supply, High Demand: There are currently 2 properties in lease-up within Centennial Hills totaling 591 units and only 2 properties in the delivery pipeline/under construction on the outskirts of the submarket. According to the Cushman & Wakefield analysis, Las Vegas MSA is among the cities with low supply pipelines in the country, with only 2.7% of inventory currently under construction, while population and employment growth forecasts 9.5% and 8.6% through 2028.
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Management
For more information, view the Sponsor's Investment Memorandum.
SB Real Estate Partners

Founded in 2017, SB Real Estate Partners (“SBREP”) is a multifamily investment firm committed to acquiring and asset managing value add investments throughout the Western United States. With an extensive track record in the institutional multifamily space, SBREP consistently sources compelling investment opportunities with the goal of maximizing value and risk adjusted returns for their partners.

Sponsor Track Record

Acquisitions To-Date

Property MSA Units Year Built Total Deal Basis(1) Close Date
Azura Phoenix 387 1980 $44,000,000 Jul-18
95 Burnett Seattle 106 2006 $30,000,000 Oct-18
Sonoma Sol Phoenix 320 1985 $35,000,000 Jun-19
Bridge Creek Portland 270 1989 $62,000,000 Oct-19
Val Vista Phoenix 98 1985 $17,000,000 Jan-20
Verona Court Phoenix 141 1985 $23,000,000 Aug-20
Seventeen805 Phoenix 138 1984 $33,000,000 Nov-20
Casa Anita Phoenix 224 1986 $40,000,000 Dec-20
ReNew 3030 Phoenix 126 1984 $27,000,000 Aug-21
East 3434 Phoenix 128 1985 $32,000,000 Sep-21
ReNew Redlands Inland Empire 124 1982 $53,000,000 Oct-21
The Russell Las Vegas 241 2001 $74,000,000 Oct-21
St. Croix Las Vegas 256 1988 $81,000,000 Dec-21
Bloom 24 Phoenix 114 1973 $38,000,000 Jan-22
Bridge Creek (recap) Portland 270 1989 $81,000,000 Jan-22
Cantamar Phoenix 180 1998 $65,000,000 Mar-22
Azura (recap) Phoenix 387 1980 $95,000,000 Jun-22
The Montana Phoenix 134 1998 $57,000,000 Jul-22
Obsidian on Ocotillo Phoenix 232 1985 $62,000,000 Aug-22
Cordova Phoenix 320 1985 $80,000,000 Oct-22
Totals   4,196   $1,028,000,000  

Dispositions To-Date

Property MSA Units Year Built Acquisition Date Purchase Price Sale Price Net Return Net EM Sale Date Hold Period
Cordova Phoenix 320 1985 Jul-19 $32,000,000 $51,000,000 71% 2.0x Oct-20 16 mos
95 Burnett Seattle 106 2006 Oct-18 $27,000,000 $40,000,000 31% 2.0x Jul-21 33 mos
Portola at Grovers Park Phoenix 141 1984 Aug-20 $20,000,000 $37,000,000 89% 2.4x Dec-21 17 mos
Portola West Valley Phoenix 224 1985 Dec-20 $35,000,000 $60,000,000 112% 2.2x Jan-22 13 mos
Bridge Creek Portland 270 1989 Oct-19 $56,000,000 $75,000,000 33% 1.8x Jan-22 28 mos
Azura Phoenix 387 1980 Jul-18 $38,000,000 $91,000,000 46% 4.2x Jun-22 48 mos
Total / Wtd Avg.   1,448     $209,000,000 $354,000,000 61% 2.6x   28 mos

(1) Includes underwritten capex budget.

The above bios and track record were provided by SB Real Estate Partners and have not been independently verified by RealtyMogul.

Management Team
Management
Srijin Bandyopadhyay
Managing Principal

Srijin Bandyopadhyay is the Founder & Managing Principal of SBREP, with nearly 20-years of commercial real estate experience & over 10-years of multifamily investment experience. Prior to founding SBREP, Srijin was responsible for acquiring over $1.2 billion of multifamily acquisitions throughout the Western US for Greystar Real Estate Partners. Srijin holds an MBA from the UCLA Anderson School of Management and a Bachelor’s Degree from Washington University in St. Louis.

Management
Preston McNeil
Principal

Preston McNeil is a Principal at SBREP, where he is responsible for overseeing all facets of SBREP’s business platform, including the portfolio’s business plan execution. Prior to joining SBREP, Preston was a Vice President at DiNapoli Capital Partners, where he led portfolio management efforts and was involved in over $2.2B in multifamily transactions. Preston holds an MBA from the UCLA Anderson School of Management and a Bachelor’s Degree from Boston College.

Comparables
For more information, view the Sponsor's Investment Memorandum.

Lease Comparables

Property Year Built Floorplan Sq.Ft. Average Rent $/SF
1 Bedroom          
Marlowe Centennial Hills 2024 1x1 807 $1,793 $2.22
Aspire at Echelon 2024 1x1 701  $1,760 $2.51
Vue at Centennial 2016/2018 1x1 779 $1,745 $2.24
Brownstone (Target Loss-to-Lease Rent) 2022 1x1 722 $1,700 $2.26
Brownstone (Recent Leasing) 2022 1x1 722 $1,621 $2.25
Elysian at Centennial Hills 2022 1x1 899 $1,607 $1.79
Brownstone (In-Place) 2022 1x1 722 $1,608 $2.23
           
 2 Bedroom          
Elysian at Centennial Hills 2022 2x2 1,180 $2,056 $1.74
Aspire at Echelon 2024 2x2 936 $2,031 $2.17
Marlowe Centennial Hills 2024 2x2 974 $2,023 $2.08
Brownstone (Target Loss-to-Lease Rent) 2022 2x2 983 $2,020 $2.05
Brownstone (Target Loss-to-Lease Rent) 2022 2x1 933 $2,020 $2.17
Vue at Centennial 2016/2018 2x2 1,211 $2,014 $1.66
Brownstone (Recent Leasing) 2022 2x1 933 $2,008 $2.15
Brownstone (Recent Leasing) 2022 2x2 983 $2,004 $2.04
Brownstone (In-Place) 2022 2x2 983 $1,993 $2.03
Brownstone (In-Place) 2022 2x1 933 $1,970 $2.11
           
3 Bedroom          
Marlowe Centennial Hills 2024 3x2 1,312 $2,613 $1.99
Elysian at Centennial Hills 2022 3x2 1,533 $2,524 $1.65
Brownstone (Target Loss-to-Lease Rent) 2022 3x2 1,194 $2,500 $2.09
Brownstone (In-Place) 2022 3x2 1,194 $2,379 $1.99
Brownstone (Recent Leasing) 2022 3x2 1,194 $2,378 $1.99
Vue at Centennial 2016/2018 3x2 1,379 $1,814 $1.32

 

Sales Comparables

Property Submarket Status Date Closed Year Built Units Avg. Unit Size Purchase Price $/Unit $/SF Cap Rate (1)
South Beach Spring Valley Closed Feb-22 2017 220 1,046 SF $97,500,000 $443,000 $424  
JADE LV Strip Closed Dec-21 2021 287 796 SF $124,500,000 $434,000 $545  
The Aviary Henderson Closed Feb-22 2021 360 836 SF $151,000,000 $419,000 $501  
Miro at the Parc Henderson Closed May-22 2013 164 1,123 SF $65,000,000 $396,000 $353  
Element 12 (2) Henderson Closed Oct-24 2024 265 875 SF $103,900,000 $392,000 $448 4.5%
Alta Southern Highlands (2) Southern Highlands Closed Aug-23 2022 228 905 SF $79,000,000 $346,000 $382 4.5%
Domain (3) Oaktree Marketing TBD 2014 308 1,075 SF $100,000,000 $325,000 $302 5.5%
Elysian at Sunset Southwest Vegas Under Contract TBD 2023 384 994 SF $118,000,000 $307,000 $309 5.1%
Elysian at Centennial Hills Centennial Hills Closed Oct-24 2022 306 968 SF $85,300,000 $279,000 $288 5.0%
Alta NV Henderson Closed Aug-24 2020 347 905 SF $90,800,000 $262,000 $290 5.5%
Ascend Valley Vista North Vegas Closed Sep-24 2024 364 933 SF $93,000,000 $255,000 $273 4.7%
Averages       2020 293 950 SF $100,727,272 $343,779 $362 5.0%
Brownstone Apartments Centennial Hills Under Contract TBD 2022 143 852 SF $42,000,000 $294,000 $345 5.3%

(1) Reflects the corresponding cap rate when the property was put under LOI.

(2) 4-story elevator-served; cap rate reflects year-1 proforma estimate.

(3) Currently listed, broker pricing guidance at $100M (~$325k/door).

Financials
For more information, view the Sponsor's Investment Memorandum.
Sources & Uses
Sources of Funds Amount
Debt Proceeds $30,200,000
LP Equity $14,260,333
GP Equity (1) $560,000
Total Sources of Funds $45,020,333

 

Uses of Funds Amount
Acquisition Price $42,000,000
Acquisition & Lender Carve-out Fees $350,000
DD, Closing & Escrow Costs $624,333
Working Capital Reserve $150,000
Loan Origination & Loan Closing Costs $1,266,000
Capex / Renovation Budget $630,000
Total Uses of Funds $45,020,333

(1) The Sponsor’s equity contribution may consist of friends and family equity and equity from funds controlled by the Sponsor.

Debt Assumptions

The expected terms of the debt financing are as follows:

Senior Loan

  • Lender: BrightSpire
  • Term: 24 Months
  • Extension Options: Three, 12-month extension options (no fee/requirements to exercise first extension)
  • Proceeds: $30,200,000 Fully Funded ($29,570,000 Initial Funding; $630,000 Future/CapEx Funding)
  • Interest Type: Floating
  • Interest Rate: SOFR + 265bps (3.0% SOFR Floor)
  • Interest-Only Period: Full Term
  • Loan to Purchase Price: 70.5% Initial Funding At-Close; 71.9% Fully-Funded (including future capex)
  • Prepayment Terms: 18 Months Yield Maintenance; Open Thereafter

(1) A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt. Please carefully review the Disclosures section below for additional information concerning the Sponsor's use of debt.

Distributions

SB Real Estate Partners intends to make distributions from SB Brownstone LLC as follows:

  1. Pari-passu all cash flow available for distribution to the Equity Investors(1) until the Equity Investors(1) receive a Preferred Return of 10.0% IRR;
  2. 85% / 15% (85% to Equity Investors(1) / 15% to Promoted/Carried Interest) of all cash flow available for distribution to a 15% IRR and a minimum 1.48x Equity Investors(1) equity multiple;
  3. 80% / 20% (80% to Equity Investors(1) / 20% to Promoted/Carried Interest) of all cash flow available for distribution to a 20% IRR and a minimum 1.68x Equity Investors(1) equity multiple;
  4. 68% / 32% (68% to Equity Investors(1) / 32% to Promoted/Carried Interest) of all cash flow available for distribution thereafter.

SB Real Estate Partners intends to make distributions to investors after the payment of the company's liabilities (loan payments, operating expenses, and other fees as more specifically set forth in the LLC agreements, in addition to any member loans or returns due on member loan).

Distributions are expected to start in September 2025 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of SBREP, who may decide to delay distributions for any reason, including maintenance or capital reserves.

SBREP will receive a promoted/carried interest as indicated above

(1) Equity Investors include all members part of the Limited Partnership and General Partnership, including the Sponsorship Group.

Fees

You will pay certain fees and compensation over the life of the transaction; please refer to SBREP's materials for details. The following fees and compensation will be paid (1)(3):

One-Time Fees:

Type of Fee Amount of Fee Received By Paid From
Acquisition Fee $350,000 SB Real Estate Partners Capitalized Equity Contribution
Due Diligence Fee $200,000 Institutional Investment Partner (2) Capitalized Equity Contribution
Equity Placement Fee $130,000 Third-Party Capitalized Equity Contribution
Debt Placement Fee $151,000 Third-Party Capitalized Equity Contribution
Platform Fee Flat One-Time Fee of $15,000 RM Securities, LLC Capitalized Equity Contribution
Placement Fee (3) 4.00% of the Raised Amount up to $2 million, plus 3.50% of the Raised Amount in excess of $2 million. RM Securities, LLC Capitalized Equity Contribution

Recurring Fees:

Type of Fee Amount of Fee Received By Paid From
Asset Management Fee 1.25% of Effective Gross Income SB Real Estate Partners Cash Flow
Property Management Fee 2.5% of Effective Gross Income Third-Party Property Manager Cash Flow
Construction Management Fee 5.00% of CapEx Budget SB Real Estate Partners Construction Expenditure Budget
Administration Solution Licensing Fee (3) 1.00% per annum of the aggregate capital contributions of the RM platform investor for whom RM Technologies provides the Administration Solution. RM Securities, LLC Cash Flow / Capitalized Equity Contribution

(1) Fees may be deferred to reduce impact to investor distributions.

(2) Sponsor’s proforma model reflects fully negotiated terms with SBREP’s majority institutional investor, AC SBREP Brownstone LLC, which has committed $11.0M to the transaction and will retain major strategic control decisions/rights during the hold period.

(3) For more information on the fees paid to RM Securities and its affiliates or any other fees you will pay in connection with Sponsor’s offering, please carefully review the Sponsor’s Investment Documents. Please also carefully review RM Securities’ Form CRSRegulation Best Interest Disclosures, and Limited Brokerage Services Agreement.

Sources & Uses
Sources of Funds Amount
Debt Proceeds $30,200,000
LP Equity $14,260,333
GP Equity (1) $560,000
Total Sources of Funds $45,020,333

 

Uses of Funds Amount
Acquisition Price $42,000,000
Acquisition & Lender Carve-out Fees $350,000
DD, Closing & Escrow Costs $624,333
Working Capital Reserve $150,000
Loan Origination & Loan Closing Costs $1,266,000
Capex / Renovation Budget $630,000
Total Uses of Funds $45,020,333

(1) The Sponsor’s equity contribution may consist of friends and family equity and equity from funds controlled by the Sponsor.

Debt Assumptions

The expected terms of the debt financing are as follows:

Senior Loan

  • Lender: BrightSpire
  • Term: 24 Months
  • Extension Options: Three, 12-month extension options (no fee/requirements to exercise first extension)
  • Proceeds: $30,200,000 Fully Funded ($29,570,000 Initial Funding; $630,000 Future/CapEx Funding)
  • Interest Type: Floating
  • Interest Rate: SOFR + 265bps (3.0% SOFR Floor)
  • Interest-Only Period: Full Term
  • Loan to Purchase Price: 70.5% Initial Funding At-Close; 71.9% Fully-Funded (including future capex)
  • Prepayment Terms: 18 Months Yield Maintenance; Open Thereafter

(1) A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt. Please carefully review the Disclosures section below for additional information concerning the Sponsor's use of debt.

Distributions

SB Real Estate Partners intends to make distributions from SB Brownstone LLC as follows:

  1. Pari-passu all cash flow available for distribution to the Equity Investors(1) until the Equity Investors(1) receive a Preferred Return of 10.0% IRR;
  2. 85% / 15% (85% to Equity Investors(1) / 15% to Promoted/Carried Interest) of all cash flow available for distribution to a 15% IRR and a minimum 1.48x Equity Investors(1) equity multiple;
  3. 80% / 20% (80% to Equity Investors(1) / 20% to Promoted/Carried Interest) of all cash flow available for distribution to a 20% IRR and a minimum 1.68x Equity Investors(1) equity multiple;
  4. 68% / 32% (68% to Equity Investors(1) / 32% to Promoted/Carried Interest) of all cash flow available for distribution thereafter.

SB Real Estate Partners intends to make distributions to investors after the payment of the company's liabilities (loan payments, operating expenses, and other fees as more specifically set forth in the LLC agreements, in addition to any member loans or returns due on member loan).

Distributions are expected to start in September 2025 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of SBREP, who may decide to delay distributions for any reason, including maintenance or capital reserves.

SBREP will receive a promoted/carried interest as indicated above

(1) Equity Investors include all members part of the Limited Partnership and General Partnership, including the Sponsorship Group.

Fees

You will pay certain fees and compensation over the life of the transaction; please refer to SBREP's materials for details. The following fees and compensation will be paid (1)(3):

One-Time Fees:

Type of Fee Amount of Fee Received By Paid From
Acquisition Fee $350,000 SB Real Estate Partners Capitalized Equity Contribution
Due Diligence Fee $200,000 Institutional Investment Partner (2) Capitalized Equity Contribution
Equity Placement Fee $130,000 Third-Party Capitalized Equity Contribution
Debt Placement Fee $151,000 Third-Party Capitalized Equity Contribution
Platform Fee Flat One-Time Fee of $15,000 RM Securities, LLC Capitalized Equity Contribution
Placement Fee (3) 4.00% of the Raised Amount up to $2 million, plus 3.50% of the Raised Amount in excess of $2 million. RM Securities, LLC Capitalized Equity Contribution

Recurring Fees:

Type of Fee Amount of Fee Received By Paid From
Asset Management Fee 1.25% of Effective Gross Income SB Real Estate Partners Cash Flow
Property Management Fee 2.5% of Effective Gross Income Third-Party Property Manager Cash Flow
Construction Management Fee 5.00% of CapEx Budget SB Real Estate Partners Construction Expenditure Budget
Administration Solution Licensing Fee (3) 1.00% per annum of the aggregate capital contributions of the RM platform investor for whom RM Technologies provides the Administration Solution. RM Securities, LLC Cash Flow / Capitalized Equity Contribution

(1) Fees may be deferred to reduce impact to investor distributions.

(2) Sponsor’s proforma model reflects fully negotiated terms with SBREP’s majority institutional investor, AC SBREP Brownstone LLC, which has committed $11.0M to the transaction and will retain major strategic control decisions/rights during the hold period.

(3) For more information on the fees paid to RM Securities and its affiliates or any other fees you will pay in connection with Sponsor’s offering, please carefully review the Sponsor’s Investment Documents. Please also carefully review RM Securities’ Form CRSRegulation Best Interest Disclosures, and Limited Brokerage Services Agreement.

Disclosures
RM Securities, LLC and its Affiliates Compensation

RM Securities, LLC, its registered representatives, affiliates, associated persons, and personnel of its affiliates who may also be associated with it, including our associated persons and personnel of our affiliates who are also be associated with RM Securities, LLC (it (“RM Securities,” “we,” “our,” or “us”) will receive fees, expense reimbursements, and other compensation (“Fees”) from the issuer of this investment offering, its sponsor, or an affiliate thereof (“Sponsor”), or otherwise in connection with Sponsor’s offering. The Fees paid to us are in addition to other fees you will pay to Sponsor or in connection with Sponsor’s investment offering. You will pay Fees to Sponsor, either directly or indirectly as an investor in the Sponsor’s offering. Sponsor will use the Fees you pay, as well as funds you invest in the relevant offering, to compensate us. The Fees paid to us will directly or indirectly be borne by you as the investor (typically, but not always, in the form of an expense of the Sponsor’s offering in which you invest) because such Fees will reduce the proceeds available for distribution to you and reduce the amount you earn over time.

For more information on the Fees paid to us, or any other Fees you will pay in connection with Sponsor’s offering, please carefully review the Sponsor’s Investment Documents. Please also carefully review RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.

No Approval, Opinion or Representation, or Warranty by RM Securities, LLC

Sponsor has provided, approved, and is solely responsible in all aspects for the information on this webpage (“Page”), including Sponsor’s offering documentation, which may include without limitation the Private Placement Memorandum, Operating or Limited Partnership Agreement, Subscription Agreement, the Project Summary and all exhibits and other documents attached thereto or referenced therein (collectively, the “Investment Documents”). The Investment Documents linked on this page have been prepared and posted by Sponsor, and not by RM Securities. We did not assist in preparing, do not adopt or endorse, and we are not otherwise responsible for, the Sponsor’s Investment Documents. We make no representations or warranties as to the accuracy of information on this Page or in the Sponsor’s Investment Documents and we accept no liability therefor. No part of the information on this Page or in the Sponsor’s Investment Documents is intended to be binding on us.

Sponsor’s Information Qualified by Investment Documents

The information on this Page is qualified in its entirety by reference to the more complete information about the offering contained in the Sponsor’s Investment Documents. The information on this Page is not complete and subject to change at the Sponsor’s discretion at any time up to the closing date. The Sponsor’s Investment Documents and supplements thereto contain important information about the Sponsor’s offering including relevant investment objectives, the business plan, risks, charges, expenses, and other information, which you should consider carefully before investing. The information on this Page should not be used as a basis for an investor’s decision to invest.

Risk of Investment

This investment is speculative, highly illiquid, and involves substantial risk. There can be no assurances that all or any of Sponsor’s assumptions, expectations, estimates, goals, hypothetical illustrations, or other aspects of Sponsor’s business plans (“Assumptions”) will be true or that actual performance will bear any relation to Sponsor’s Assumptions, and no guarantee or representation is made that Sponsor’s Assumptions will be achieved. If Sponsor does not achieve its Assumptions, your investment could be materially and adversely affected. A loss of part or all of the principal value of your investment may occur. You should not invest unless you can readily bear the consequences of such loss. Sponsor’s Assumptions should not be relied upon as the primary basis for your decision to invest.

No Reliance on Forward-Looking Statements; Sponsor Assumptions

Sponsor is solely responsible for statements made concerning forward-looking statements and Assumptions, which apply only as of the date made, are preliminary and subject to change, and are expressly qualified in their entirety by the disclosures and cautionary statements included in Sponsor’s Investment Documents, which you should carefully review. Neither RM Securities nor Sponsor are obligated to update or revise such forward-looking statements or Assumptions to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Sponsor’s forward-looking statements and Assumptions are hypothetical, not based on actual investment achievements or events, and are presented solely for purposes of providing insight into the Sponsor’s investment objectives, detailing Sponsor’s anticipated risk and reward characteristics, and establishing a benchmark for future evaluation of actual results; therefore, they are not a predictor, projection, or guarantee of future results. You should not rely on Sponsor’s forward-looking statements as a basis to invest.

Importantly, we do not adopt, endorse, or provide any assurance of returns or as to the accuracy or reasonableness of Sponsor’s Assumptions or forward-looking statements.

No Reliance on Past Performance

Any description of past performance is not a reliable indicator of future performance and should not be relied upon as the primary basis to invest.

Sponsor’s Use of Debt

A substantial portion of the total cost of the real estate asset acquired by the Sponsor with investor funds (“Property”) will be paid with borrowed funds, i.e., debt. Sponsor’s estimated rates and terms of the debt financing are subject to lender approval, and there is no assurance that the Sponsor will secure debt at the rates and terms presented on this Page or in the Sponsor’s Investment Documents, or at all. The use of borrowed money to acquire real estate is referred to as leveraging, which can amplify losses and could result in lender foreclosure. In addition, if the debt includes a variable (or “floating”) interest rate, the total amount of interest paid over the term of the debt will fluctuate and can increase. As a result, Sponsor’s use of debt can result in a loss of some or all of your investment.

Sponsor’s Offering is Not Registered

Sponsor’s securities offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act (“Private Placement”). In addition, the offering will not be registered under any state securities laws in reliance on exemptions from state registration. Such securities (your ownership interests) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable state and federal securities laws pursuant to registration or an available exemption. All Private Placements on the Platform are intended solely for “Accredited Investors,” as that term is defined in Rule 501(a) under the Securities Act.

No Investment Advice

Nothing on this Page should be regarded as investment advice (either with respect to a particular security or regarding an overall investment strategy), a recommendation, an offer to sell, or a solicitation of or an offer to buy any security. Advice from a securities professional is strongly advised to understand and assess the risks associated with real estate or private placement investments. For additional information on RM Securities’ involvement in this offering, please carefully review the Sponsor’s Investment Documents, and RM Securities’ Form CRS, Regulation Best Interest Disclosures, and Limited Brokerage Services Agreement.
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