Investment Committee Memo · Waterfalls
BANGI INC.
BANGI · Unknown · Debt · Vintage 2019
20
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
15
Pref quality
—
Fee drag
20
GP alignment
25
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (15 · 8 high/critical)
- highDDQ gap: Does the fund engage an independent auditor?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.
- highDDQ gap: Does the fund have a GP clawback provision?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.
- highDDQ gap: What is the LP/GP carried-interest split above the preferred return?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.
- highDDQ gap: What is the preferred return (hurdle) rate offered to LPs?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.
- highNumeric inconsistency — Common shares issued and outstandingDescription of Capital states 4,646,827,035 common shares outstanding; Note 4 of the financial statements states 4,246,827,035 — a difference of 400,000,000 shares.
- highNumeric inconsistency — Net cash used in operating activities FY2019MD&A states operating cash outflow for FY Jan 31 2019 was ($42,026) but the audited cash flow statement shows ($6,451) — figures are transposed with the financing line.
- highUnfilled placeholder text — Dated _________2019Unfilled date placeholder on the cover page of this Preliminary Offering Circular shipped to investors.
- highUnfilled placeholder text — Offering Circular dated _____, 2019Unfilled date placeholder in the Table of Contents header indicates the document is not finalized.
- mediumDDQ gap: Does the fund use a third-party fund administrator?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.
- mediumDDQ gap: Is there a GP catch-up, and at what rate?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.
- mediumDDQ gap: What distribution-waterfall structure does the fund use?The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
- mediumDDQ gap: What is the GP's capital commitment (skin in the game)?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.
- mediumDefined-term defect — Series C Preferred Stock (under Series D heading)The 'Series D Preferred Stock' section header is immediately followed by a description referring to 'Series C Preferred Stock' — wrong series name substituted, creating ambiguity about authorized share count.
- mediumDocument-quality defect — COMPASS BIOTECHNOLOGIES INC. in financial statement headersAll financial statement headers throughout the exhibits identify the entity as 'COMPASS BIOTECHNOLOGIES INC.' — the prior name — rather than Bangi Inc., the current issuer name as of the offering.
- lowSpelling / typo — did not revenues any revenuesGarbled sentence in MD&A Revenues section — 'revenues' used as a verb, creating a doubled and nonsensical construction.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.