Investment Committee Memo · Waterfalls
Groundfloor Yield LLC
Groundfloor Finance · Unknown · Debt · Vintage 2014
53
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
25
Pref quality
100
Fee drag
30
GP alignment
55
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (15 · 5 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 — Stairs Notes short-term notes payable outstanding as of December 31, 2022Within Groundfloor Yield's own audited financials, the notes-payable footnote states $42,325,580 outstanding at 12/31/2022, but the audited Balance Sheet and the matching footnote both report $44,325,580 for the same line item.
- 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.
- mediumNumeric inconsistency — Number of Stairs Notes issued during year ended December 31, 2023The MD&A says 707 Stairs Notes were issued in FY2023, but the audited financial-statement notes state 733 notes were entered into for the same period.
- mediumUnfilled placeholder text — date of preliminary Offering CircularThe Offering Circular date line was shipped blank ('is .') rather than completed.
- lowBroken cross-reference — Risk Factors page referenceThe Offering Circular Summary points to Risk Factors 'beginning on page 10,' but the cover page and Table of Contents both place Risk Factors on page 11.
- lowDefined-term defect — 2023 Subordinated Convertible Notes vs. 2023 Mezzanine Subordinated Convertible NotesThe MD&A defines the mezzanine instrument as 'the 2023 Subordinated Convertible Notes' — the identical defined term already assigned to a different, separately described instrument — then immediately calls it the '2023 Mezzanine Subordinated Convertible Notes,' creating ambiguity about which notes are meant.
- lowDocument-quality defect — Carrying Amount at June 30, 2023 (loan portfolio vintage table)A loan-portfolio table whose header is expressly 'as of June 30, 2024 and December 31, 2023' labels its carrying-amount subtotal 'Carrying Amount at June 30, 2023,' mis-dating the 6/30/2024 column.
- lowDocument-quality defect — Six months ended June 30, 2024 and June 30, 2024The MD&A comparative-period heading repeats '2024' twice; the comparison period should be the six months ended June 30, 2023.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.