THIS INFORMATION MEMORANDUM (“INFORMATION MEMORANDUM”) IS PROVIDED ON A CONFIDENTIAL BASIS FOR INFORMATIONAL PURPOSES ONLY IN CONNECTION WITH AN EVALUATION OF A POTENTIAL INVESTMENT (“INVESTMENT”) THAT MAY BE OFFERED BY RIVERBEND MANAGEMENT 11235 LLC OR ITS AFFILIATES (COLLECTIVELY, THE “COMPANY”) IN CONNECTION WITH ONE OR MORE COMPANY PROJECTS (“PROJECTS”). DISCLOSURE OF ANY OF THE INFORMATION CONTAINED IN THE INFORMATION MEMORANDUM, OTHER THAN TO YOUR LEGAL AND FINANCIAL ADVISORS, OR USE FOR ANY OTHER PURPOSE IS EXPRESSLY PROHIBITED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE INFORMATION MEMORANDUM MAY NOT BE REPRODUCED OR DISPLAYED, IN WHOLE OR IN PART, VIA ELECTRONIC TRANSMISSION OR OTHERWISE AND IT IS ACCEPTED WITH THE UNDERSTANDING THAT IT WILL BE RETURNED OR DESTROYED ON REQUEST IF AN OFFERING IS NOT INITIATED OR AN INVESTMENT IS NOT MADE.
THIS IS NOT AN OFFER TO SELL ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. OFFERS WILL BE MADE ONLY THROUGH DEFINITIVE OFFERING MATERIALS (“OFFERING MATERIALS”) PREPARED AND DELIVERED BY THE COMPANY WHICH WILL INCLUDE, WITHOUT LIMITATION, A SUBSCRIPTION AGREEMENT AND OTHER DEFINITIVE AGREEMENTS SETTING FORTH THE TERMS AND CONDITIONS OF THE OFFERING AND ANY SECURITIES OFFERED THEREBY.
OFFERS TO MAKE AN INVESTMENT WILL BE MADE ONLY TO “ACCREDITED INVESTORS,” AS THAT TERM IS DEFINED BY REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS THEREUNDER, WHO DIRECTLY OR THROUGH THEIR ADVISORS, HAVE THE KNOWLEDGE AND EXPERIENCE TO EVALUATE AN INVESTMENT AND THE INFORMATION CONCERNING THE COMPANY AND THE PROJECT.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY, THE PROJECT OR AN INVESTMENT. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED STATEMENTS OR ANY OTHER INFORMATION OTHER THAN THAT CONTAINED IN THE OFFERING MATERIALS.
MARKET DATA AND INDUSTRY FORECASTS THAT MAY BE INCLUDED IN THE INFORMATION MEMORANDUM WERE OBTAINED FROM THE COMPANY’S INTERNAL ANALYSIS, MARKET RESEARCH, PUBLICLY AVAILABLE INFORMATION AND INDUSTRY PUBLICATIONS. SUCH INFORMATION HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, BUT THAT THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION IS NOT GUARANTEED. WHILE BELIEVED TO BE RELIABLE, THIS INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE COMPANY AND THE COMPANY MAKES NO REPRESENTATION AS TO THE ACCURACY OF THIS INFORMATION.
Disclosure Regarding Forward-Looking Statements
THE INFORMATION MEMORANDUM CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY’S OR THE PROJECT’S PROSPECTS, BUSINESS, RESULTS OF OPERATIONS, CAPABILITIES AND LIQUIDITY EVENTS INCLUDING, WITHOUT LIMITATION, STATEMENTS CONCERNING ACQUISITION COSTS, IMPROVEMENT COSTS AND TIMING, FUTURE RENTS AND TIMING, DEMAND FOR THE PROJECT’S RENTAL UNITS, OTHER ANTICIPATED EXPENDITURES, THE NEED FOR ADDITIONAL FUNDS, PROJECT SALE PRICES AND TIMING AND OTHER EVENTS AND CIRCUMSTANCES DESCRIBED IN TERMS OF THE COMPANY’S EXPECTATIONS OR INTENTIONS. USE OF THE WORDS “ANTICIPATES,” “BELIEVES,” “ESTIMATES,” “EXPECTS,” “INTENDS,” “PROJECTS,” “PLANS,” “POTENTIALLY” AND SIMILAR EXPRESSIONS CONTAINED HEREIN ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE COMPANY’S OR THE PROJECT’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENT TO BE MATERIALLY AND ADVERSELY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, RISKS RELATED TO THE REAL ESTATE TO BE ACQUIRED, UNKNOWN CONDITIONS, REGULATORY RISKS, RISKS IN GENERAL AND LOCAL ECONOMIC CONDITIONS, COMPETITION, CHANGES IN TENANT PREFERENCES AND DEMAND, DEMOGRAPHIC CHANGES, NATURAL DISASTERS, MARKET CONDITIONS FOR LOANS AND INVESTMENTS IN PROJECTS AND OTHER RISKS COMMONLY ASSOCIATED WITH MULTI-FAMILY REAL ESTATE OWNERSHIP. ALL OF THESE FORWARD-LOOKING STATEMENTS ARE BASED ON ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY WHICH, ALTHOUGH BELIEVED TO BE REASONABLE, ARE INHERENTLY UNCERTAIN. THEREFORE, NO ASSURANCE OR WARRANTY CAN BE GIVEN THAT ANY OF SUCH ESTIMATES OR STATEMENTS WILL BE REALIZED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS.
THE INFORMATION MEMORANDUM HEREIN IS AS OF THE DATE HEREOF. THE COMPANY HAS NO DUTY TO UPDATE THE INFORMATION MEMORANDUM AND DOES NOT INTEND TO UPDATE THE INFORMATION MEMORANDUM EXCEPT THROUGH THE OFFERING MATERIALS.
THIS IS NOT AN OFFER TO SELL ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. OFFERS WILL BE MADE ONLY THROUGH DEFINITIVE OFFERING MATERIALS (“OFFERING MATERIALS”) PREPARED AND DELIVERED BY THE COMPANY WHICH WILL INCLUDE, WITHOUT LIMITATION, A SUBSCRIPTION AGREEMENT AND OTHER DEFINITIVE AGREEMENTS SETTING FORTH THE TERMS AND CONDITIONS OF THE OFFERING AND ANY SECURITIES OFFERED THEREBY.
Projections contained herein are based upon numerous assumptions concerning facts over which the Company may have no control, including, without limitation: (a) interest rates; (b) occupancy rates; (c) the accuracy of projected expenses, including debt service; (d) rental rates and terms for new tenants, (e) the costs of future tenant and capital improvements and (f) the timing and future purchase prices for the project. Any negative deviation from one or more of these assumptions will have a material adverse effect on the projections. The Company believes such assumptions to be reasonable. However, these assumptions involve significant elements of subjective judgment and analysis, and no representation can be made as to their attainability. The selection of assumptions underlying such projected information required the exercise of judgment, and often, educated guesses about future events, and the projections are subject to uncertainty due to the effects that economic, legislative, regulatory, political or other changes may have on future events. Minor changes in the facts or circumstances underlying such assumptions could materially adversely affect the projections. To the extent that assumed events do not materialize, including, but not limited to, assumptions with respect to rental increases, improvement costs, and timing and purchase prices for a project sale, actual results may vary substantially from the projected results. As a result, there can be no assurance that the Company will achieve, or come close to achieving, the results set forth in the projections.
