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America360, LLC

Sponsored by Dahn America360 Manager, LLC·

Self Storage· Equity· LLC · 1 class· ● High· PPM v1· Updated 2mo ago
1 data note▶
Unusual structure
Run the numbers
Composite
63.9
Waterfalls score
Pref Returnⓘ
8%
simple
LP Take (Base)ⓘ
88.6%
at 1.75× exit
GP Commitⓘ
0.0%
0% (undisclosed)
Min Investment
$25K
ticket size
Offering Size
$50M
target raise

Analyst unlocks the benchmark overlay — median and vs-bucket delta on each KPI above.

Cascade · Distributions

Where each dollar goes

$875K
LP $775K · Fees $75K · GP $25K
Gross proceeds at exit
$875K
FFees to Manager
$75,063 · 8.6% of gross
taken before the waterfall→ GP $75K
T1Return of Capital
$500,000 · 57.1% of gross
uncapped — takes what remains→ LP $500K
T2Preferred Return (8%)
$200,000 · 22.9% of gross
uncapped — takes what remains→ LP $200K
T4Residual Split (75% / 25%)
$99,938 · 11.4% of gross
uncapped — takes what remains→ LP $75K · → GP $25K
Where it lands · of gross proceeds
LP $775K (88.6%)Fees $75K (8.6%)GP $25K (2.9%)
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →

PPM Review

6/12 key terms · 3 flags

What this PPM costs, protects, and pays — every claim links to its source page. Missing items read “not stated,” never “no.”

Load at close
~0.8%
of equity, upfront
Recurring drag
~6.59%
per year, pre-split
LP share of next $
~79¢
at 1.75× base case
Key-term findability
6/12
located in the PPM
Needs attention
flagFees taken above the waterfallp.17
flagAffiliate purchases may count toward the minimum — can defeat the escrowp.1
flagDistributions may include a return of capital / offering proceedsp.1
cautionGP commitment not stated
cautionThe sponsor may waive or lower the minimum raisep.1
Offering & eligibilityReg D 506(c) · accredited only▶
Eligibility
Accredited investors only506(c) permits general solicitation but requires the sponsor to verify your accredited status.
Structure
Reg D 506(c)≤ 1900 investorsSold via broker-dealer — 7.0% selling commission
p.9“This Offering is being made in reliance on Rule 506(c) of Regulation D promulgated under the Securities Act. The Company intends to engage in general advertisement for the sale of the Units. As a result, all investors in Units must be Accredited Investors, as defined in Regulation D.”
Where your dollar goes~0.8% load · GP commit n/s▶
Load at close
~0.8% of your equity is consumed by upfront fees at closing (estimate).
  • Acquisition Fee: 0.5%p.17“The Manager will be entitled to receive an Acquisition Fee in an amount up to 0.5% of the purchase price of the Projects”
  • Financing Fee: 0.3%p.17“Financing Fee in an amount of 0.25% of the amount of any financing or refinancing obtained”
+ 2 other fee(s) not classified by timing
Recurring drag
~6.59% of your equity per year, before any profit split — comparable to an expense ratio.
LP share of next $
~79¢ of each additional dollar reaches the LP at the 1.75× base case.1.3×3.0×
Not stated
GP commitment
Protections & red flags2audit n/s · 1 off-market▶
Independent controls
— Auditor— Administrator✓ CustodianSee providers →
Off-market (1)
  • Fees taken above the waterfallLP-friendly deals subordinate fees to the prefp.17“The Manager will be entitled to receive an Acquisition Fee in an amount up to 0.5% of the purchase price of the Projects”
  • GP commitment not statedGPs typically disclose their co-investment
Minimum raise
$1M minimum raise
$50M maximumSubscriptions held in escrow by First Republic Trust CompanyAffiliate purchases may count toward the minimum — this can defeat the escrow.The sponsor may waive or lower the minimum.If the minimum isn't reached, subscriptions are returned in full.p.1“All Subscription Payments received for Units prior to receipt and acceptance by the Company of Subscription Payments for the Minimum Offering Amount of $1,000,000 will be held in an escrow account (the "Depository Account") by First Republic Trust Company (the "Escrow Agent"). If the Minimum Offering Amount is not sold by October 31, 2014, which date may be extended until April 30, 2015 in the sole discretion of the Company (the "Minimum Offering Termination Date"), the Offering will be terminated and all amounts held in the Depository Account will be returned to the subscribers.”
Not stated
Audited financials
Cash flow & horizon1quarterly distributions · hold n/s▶
Distribution policy
Targets distributions — QuarterlyBegins distributions are anticipated to start no later than the first full quarter after the acquisition of the first ProjectTargeted, at manager's discretionDistributions are a target at the manager’s discretion — not a guarantee.May include a return of capital / offering proceeds — see quote.p.1“The principal objectives of the Company are to (i) preserve the Members' capital investment, (ii) realize income through the acquisition, operation, management and sale of the Projects, (iii) within 7 to 10 years from the date of acquisition of each Project, realize income taxable at capital gain rates on the sale of the Project and (iv) provide quarterly cash distributions from cash generated by operations of the Projects.”
Not stated
Hold / fund life
Governanceremoval for cause▶
Removal & amendments
LPs may remove the manager for cause (a Majority Vote (Members holding a majority of the outstanding Units))
Amendment rights vary by provision
Source
p.58“Members have the power to remove the Manager by a Majority Vote but only for (i) fraud, gross negligence or willful misconduct as determined by a non-appealable judgment of a court of competent jurisdiction or (ii) upon the occurrence of an Event of Insolvency with respect to the Manager.”
Document quality6/12 findable · 133 pp▶
Key-term findability
6 of 12 key questions answered.
  • ✓Preferred return
  • ✓Profit split / promote
  • ✓Distribution waterfall
  • ✓Fee schedule
  • —GP commitment
  • —Audited financials
  • ✓Distribution policy
  • —Lock-up / liquidity
  • —Fund life / hold
  • —Leverage cap
  • ✓Minimum investment
  • —Conflicts / related-party
Structural complexity
LP classes: 1Cash pools: 1Max tier depth: 3Conditional branches: 0
Crossed pools
More moving parts, not necessarily worse — takes longer to understand.
Document heft
133 pages

Fee-load figures are modeled estimates from extracted terms, not a guarantee. Peer context is shown to Analyst-tier members.

Deal diligence5 findings · worst high

Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.

Waterfall structure

Structural checks run against America360, LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.

Disposition Fee (0.75%) is taken above the waterfall

Medium

A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.

“Disposition Fee in an amount up to 0.75% of the sales price of the Projects”
PPM p.1785% confidence

Diligence gaps

Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.

DDQ gap: Does the fund engage an independent auditor?

High

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: Does the fund use a third-party fund administrator?

Medium

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: Is there a key-person provision?

Medium

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: What is the GP's capital commitment (skin in the game)?

Medium

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ readiness

How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.

68%
Coverage
13 answered2 partial4 gaps19 questions
Economics
  • What is the preferred return (hurdle) rate offered to LPs?Preferred return of 8%.Answered
  • What is the LP/GP carried-interest split above the preferred return?75% LP / 25% GP residual split.Answered
  • Is there a GP catch-up, and at what rate?No GP catch-up.Answered
  • Does the fund have a GP clawback provision?Yes — GP clawback present.Answered
  • What is the GP's capital commitment (skin in the game)?Gap
Structure
  • What distribution-waterfall structure does the fund use?Waterfall type: American.Answered
  • What is the fund's investment strategy / asset class?Equity · Self StorageAnswered
  • What is the fund's vintage year?Vintage 2014.Answered
  • What is the target offering size?Target offering of $50,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $25,000.Answered
  • Are investor subscriptions protected by a minimum-offering escrow?Minimum-offering escrow present, but affiliate purchases may count toward the minimum.Partial
  • Is the securities-offering exemption and investor-eligibility standard disclosed?Offering exemption disclosed (accredited).Answered
Fees & Expenses
  • Is the fund's fee schedule disclosed (management fee, etc.)?8 fee line item(s) extracted from the offering documents.Answered
Governance
  • Does the fund engage an independent auditor?Gap
  • Does the fund use a third-party fund administrator?Gap
  • Do investors have the right to remove the manager / general partner?Investors may remove the manager for cause (a Majority Vote (Members holding a majority of the outstanding Units)).Answered
  • Are material amendments to the operating agreement subject to investor consent?Amendment rights vary by provision (some manager-discretionary).Partial
  • Is there a key-person provision?Gap
Distributions
  • Is the fund's distribution policy disclosed?Distribution policy stated (quarterly).Answered
Generate IC memo →

Fee scheduletaken before LP distributions

Modeled load 15.0% of equity over a 5-yr base case
Fee
Trigger
Basis
Rate
Acquisition Fee
At acquisition
Purchase Price of Projects
0.50%
Asset Management Fee
Quarterly
Purchase Price or Gross Contribution Value of Projects
1.00%
Property Management Fee
Monthly
Gross Revenues from Projects
5.90%
Construction Management Fee
At construction
Construction/repair expenditures up to $50,000 (4% $50-100k; 3% over $100k)
5.00%
Financing Fee
At financing/refinancing
Amount of financing or refinancing
0.25%
Disposition Fee
At disposition
Sales Price of Projects
0.75%
Selling Commissions
At sale of Units
Total Sales
7.00%
Organization and Offering Expenses
At offering
Offering Proceeds
2.00%

Service providers3 gaps

Provider network →
Legal Counsel
Gap
Not disclosed
No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.
Auditor
Gap
Not disclosed
Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?
Fund Administrator
Gap
Not disclosed
No third-party fund administrator referenced. Manager likely handles admin internally — common for <$10M raises but reduces independence.
Placement Agent
OK
No placement agent engaged
No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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