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REITLESS IMPACT INCOME STRATEGIES, LLC
Confidential Draft
| November 2018
SUMMARY
For a full description of the terms, conditions, and risk associated with the offering, please review the Offering Circular.
DISCLAIMER This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities. It is an outline of matters for discussion only and no representations or warranties are given or implied. The information contained herein is subject to discussion, completion and amendment. This presentation does not contain all the information necessary to fully evaluate any transaction or investment, and you should not rely solely on the contents of this presentation. Any investment decision should be made based solely upon appropriate due diligence.
This presentation may include forward-looking statements of the issuer that represent the opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. These statements may be identified by the use of words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “should,” “seek,” and similar expressions. The forward-looking statements reflect issuer’s views and assumptions with respect to future events as of the date of this document and are subject to risks
and uncertainties. Actual and future results and trends could differ materially from those described by such statements due to various factors, including those beyond our ability to control or predict. Given these uncertainties, you should not rely upon forward-looking statements.
Viewers of this presentation should neither treat and should not rely on the contents of this presentation as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers. All investment involves risk of loss of entire investment, and past performance is not indicative of future results. Real estate investment trusts have varying terms and conditions.
North Capital, Inc. is an SEC-registered investment advisor and is the manager of the REITless Impact Income Strategies LLC described herein. Please refer to the Offering Circular for a full discussion of the terms, conditions, and risks related to the REITless Impact Income
Strategies securities offering.
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Over
$1.32 Billion Raised(5)
Over
62,000 Transactions(4)
Over
79 Partners(2)
Over
967 Deals(3)
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NORTH CAPITAL OVERVIEW
North Capital, Inc. is an SEC-registered investment advisor and is responsible for management of the REIT’s day-to-day operations.(1) North Capital Private Securities (NCPS) is a registered broker-dealer that specializes in exempt offerings
and is responsible for distribution of the shares of the REIT.
The research and due diligence team at North Capital vet deals across the commercial, multi-family, and single family real estate landscape through all segments of the capital
stack (debt, preferred equity, and common equity).
We have developed strong relationships over the past five years with some of the top names in small balance and
middle market real estate, allowing us to source investment opportunities that offer an appropriate risk/return profile and high potential to deliver a positive social impact in the areas where they are located. (1) Registration with the SEC does not imply a certain level of skill or training.
(2,3,4,5) Statistics for NCPS as of 11/12/2018.
REITless Impact Income Strategies LLC is a diversified investment company that plans to qualify as a real estate investment trust. It was formed to invest primarily in a diversified portfolio of single family, multi-family, and other commercial real estate loans.*
REITless will focus on short-term, commercial real estate lending opportunities that have a high potential to generate positive social and environmental impact, especially in single and multi-family housing.
5,000,000 of common shares are offered on a “best effort” basis at $10.00 per share.**
There is an initial minimum investment of $1,000 based on current per share price. No minimum investment requirement on additional purchases.
Prospective investors can purchase the common shares by creating a new account or logging into your existing account at the REITless online investment platform www.reitless.com.
*REITless has not qualified as a REIT at this time. REITless will aim to satisfy requirements for 2019 tax year. **Until the date that is one year from the date on which the Offering Statement of which this Offering Circular forms a part is qualified by the SEC, the per share purchase price for our common shares will be $10.00 per share, an amount that was arbitrarily determined by the Manager. Thereafter, the per share purchase price in this offering will be adjusted every fiscal quarter and, as of the last business day of March, June, September, and December, and will equal the quotient of our Net Asset Value, or NAV, divided by the number of our common shares outstanding as of the end of the subject fiscal quarter (NAV per share).
REITLESS OVERVIEW
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SOCIAL IMPACT
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Impact or Environmental, Social, Corporate Governance (ESG) investing focuses on creating social and environmental impact alongside, or in lieu of, a potential financial return.
According to the 2017 Annual Impact Investor Survey, Global Impact Investing Network (GIIN) studied a total of 208 fund managers, banks, insurance companies, and
foundations and found $114 billion in impact investment assets under management.
AUM BY SECTOR
SOCIAL IMPACT
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The recently passed Tax Cuts and Jobs Act of 2017 includes a new tax preference for Opportunity Zone Funds program,
providing a powerful incentive for investors to reinvest capital gains into
development and redevelopment projects within these designated areas.
Although the Income REIT is not expected to qualify as an Opportunity Zone fund, we
believe that there will be a surge of projects that will offer attractive, impactful lending opportunities for the REIT.
NUMBER OF RESPONDENTS THAT PLAN TO INCREASE, MAINTAIN, OR DECREASE THEIR LEVEL OF ACTIVITY IN 2017
PORTFOLIO ASSET TARGETS
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SENIOR MORTGAGE LOANS Up to five year term; fixed or floating rate loans;
REIT will focus on loans less than 2 years.
MEZZANINE LOANS Short-term (less than 3 years); fixed or floating rate;
higher risk. REIT will focus on loans less than 2 years.
OTHER REAL ESTATE FIXED INCOME INVESTMENTS
Preferred equity or debt securities or other full recourse obligations of public or private
companies for which the business of the obligor is significantly related to real estate.
COMMERCIAL MORTGAGE OR REIT DEBT SECURITIES Commercial mortgage-backed securities; certain public or private REIT securities.
SUBORDINATED MORTGAGE LOANS (B-NOTES) Typically receive principal and interest payments at the same time as senior debt; opportunities to originate and buy subordinated mortgage investments from 3rd parties on favorable terms.
INVESTMENT PROCESS
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CASH FLOW Current and expected cash flows to accrue over
term of loan. Ability to improve cash flows through redevelopment.
VALUATION
Investment cost relative to its forecasted long term value and the ability to create liquidity.
CAPITAL STRUCTURE
Overall capital structure of the investment and rights in the documentation along with priority
within the capital stack.
POTENTIAL IMPACT
The potential of the project to create positive social impact.
REAL ESTATE MARKET
Local factors influencing lending, asset performance, value and price of underlying asset.
FUNDAMENTAL FACTORS
Tenant rosters, lease terms, zoning, operational costs, competitive position.
We will consider the following factors in evaluating potential investments for the REITless Impact Income REIT:
LENDING STANDARDS
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01 LOAN SIZE | $50,000 - $250,000
02 LOAN TERM | Generally 3-24 months
03 LOAN-TO-VALUE | 85% or less of the purchase price (approximately 65% or less of the ARV)
04 LIEN POSITION | Generally first lien
The amount financed is generally no less than $50,000 and term of indebtedness generally ranges from 3-24 months.
The Research and Due Diligence Committee performs its
own underwriting analysis with respect to all loans made by the REIT.(1)
A borrower must maintain appropriate property casualty insurance, and REITless may (but will not always) be named
as an additional insured. REITless either acts as direct lender on some loans or
purchases loans or other assets from third parties.
(1) Investors should perform their own due diligence of the REIT. Investors should independently assess the risks associated with any investment, including the REITless Impact Income REIT. .
LOAN-TO-VALUE |
We believe the small balance commercial market is fragmented and
underserved by conventional capital
sources, reducing the availability of
capital.
More stringent lending standards have
reduced available capital for borrowers, leading them to seek alternative sources
of financing including from private
lenders.
Institutional investors tend to focus on
larger deals. As a result, it can be difficult
for small balance sponsors to raise capital for projects of $10M or less.
MARKET OVERVIEW
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SMALL BALANCE ORIGINATIONS TREND Loans under $5 Million
Source: Boxwood Means, LLC; Federal Reserve
Source: JLL
MARKET OVERVIEW
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There is a large number of maturing commercial real estate loans over the next five years.
To learn about all of the fees and expenses associated with the Offering and the management of the REIT, including the estimated use of proceeds, and REITLess' estimated organizational and ongoing expenses, please refer to the Offering Circular.
ORGANIZATION AND OFFERING EXPENSES Up to .50% upfront, subject to a maximum of $250,000.
DISTRIBUTION AND MARKETING ALLOWANCE No upfront sales commission. Placement fees may be paid by the manager at annualized rate of .25% from the 1% asset management fee.
ASSET MANAGEMENT FEE 1.00% per annum.
ADDITIONAL EXPENSES Additional reimbursable expenses are dependent upon the results of our operations and actual costs incurred by the manager, up to a maximum of .50% per quarter or 2.00% per annum.
FEES AND EXPENSES
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REITless will provide limited quarterly liquidity to shareholders, subject to the terms and conditions outlined in the Offering Circular.
Redemption plan is subject to certain quarterly redemption limits.
In the event that we do not have sufficient funds available to redeem all of the redemption requests in a quarter, the requests will be fulfilled on a pro-rata basis. The Company may explore additional liquidity options, but investors should not rely upon any such plans.
REDEMPTIONS PLANS
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HOLDING PERIOD FROM DATE OF SETTLEMENT
EFFECTIVE REDEMPTION PRICE (AS % OF PER SHARE
REDEMPTION PRICE)
90 days until 3 years 97%
3 years to 4 years 98%
4 years to 5 years 99%
More than 5 years 100%
EXPERIENCED MANAGEMENT TEAM ATTRACTIVE MARKET SEGMENT
POSITIVE SOCIAL IMPACT SHORT DURATION AND LOW FEES
• Decades of combined experience in the global financial markets
• Diligent underwriters of private real estate transactions
• Focus on senior, secured loans backed by real estate.
• Small dollar projects offer unique asset sub-class exposure.
• Lending to projects that aim to create Positive Social & Environmental Impact including but not limited to:
o Green real estate o Affordable housing o Employment generation o Energy efficiency
• Loan duration generally 24 months or less
• 1% Management Fee
WHY REITLESS IMPACT INCOME STRATEGIES?
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James P. Dowd, CFA Founder & CEO
Stephanie L. Holt COO & Managing Director
Michael T. Weaver, Jr., CFA Director-Principal
Richard G. Nelson Director-Principal
32 years of experience in global financial markets
FINRA Series 3, 7, 24, 57, 63, 65, and 78
Senior Managing Director at Bear Stearns from 2003 to 2008
Held senior positions at Tokai Asia Ltd and Bankers Trust Company. CPA.
25 years of experience in finance
FINRA Series 99
Held management and executive positions in finance, high tech, medical, and manufacturing industries
Over 10 years of experience in financial markets
FINRA Series 3, 7, 24, 55, 57, and 65
Interest rate trader at Bank of America Securities
Experience working at Goldman Sachs, Deutsche Bank and MKP Capital Management
FINRA Series 7, 24, 63, and 65
Serve in the United States Air Force as an avionics technician from 2007 to 2011
MS in Finance from the University of Utah
MANAGEMENT TEAM
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The issuer has no operating history; it is a recently formed company. As of today, the we have not made any investments from the company, which prior to our initial closing, has approximately $500,000 in cash. Our limited operating history significantly increases the risk and uncertainty you face in making an investment in our shares.
There is a risk you may not receive distributions at all, or that distributions may not grow over time. Our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in the Offering Circular.
Blind pool offering: Because we have not yet acquired or identified any specific investments that we may make, we are not able to provide you with any information to assist you in evaluating the merits of any specific investments that we may make, except for investments that may be described in the Offering Circular.
Real estate risks: Commercial real estate loans and other real estate-related investments may be adversely by a number of risks, including natural disasters, adverse changes in national and local economic and real estate conditions, changes in governmental laws and regulations, and oversupply of spaces.
Our investment objectives include both financial return and social impact: In targeting non-financial objectives, namely investments with the intention to generate positive social impact alongside financial return, we may forego a financially attractive lending opportunity, or may make an investment with an expected positive social impact but a below-market financial return.
Illiquid investments: The illiquidity of our investments may make it difficult to sell such investments if the need arises.
Note: The above is not intended to be a full review of all the risks of this offering. For a more comprehensive discussion, please review the “Risk Factors” section on page 24 of the Offering Circular.
RISK FACTORS
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APPENDIX
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AFFILIATED BROKER DEALER
North Capital Private Securities (Delaware Corporation)
THE MANAGER
North Capital, Inc. (Nevada Corporation)
THE SPONSOR
North Capital Investment Technology, Inc. (Delaware Corporation)
APPENDIX 1 - REITLESS ORGANIZATION CHART
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THE COMPANY
REITless Impact Income Strategies, LLC (Delaware LLC)