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“'Preferred Units' means any units of Partnership Interests that the General Partner has authorized pursuant to Section 4.1, 4.3 or 4.4 hereof that have distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the OP Units.”— PPM p. 10
“'Junior Units' means units of Partnership Interests that the General Partner has authorized pursuant to Sections 4.1, 4.3 or 4.4 hereof that have distribution rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the OP Units.”— PPM p. 10
“As of the date hereof, there is one class of Partnership Units, entitled 'OP Units.'”— PPM p. 19
“The General Partner may from time to time issue LTIP Units, in one or more classes or series established in accordance with Section 4.3, to Persons who provide services to or for the benefit of the Partnership, the General Partner or its Affiliates ... The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and OP Units for conversion, distribution and other purposes”— PPM p. 22
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.
Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.
An unresolved internal drafting note to a colleague was shipped in the executed agreement, appearing as footnote 1 on the 'Prime Rate' definition.
“Note to Om: I looked at recent precedents and some tie to JPM, some tie to the federal funds rate.”
Within Section 10.3 (Partnership Representative), subsection (b) refers to 'this Section 10.4(b)'; Section 10.4 is a separate section (Withholding), so the self-reference is mis-numbered.
“The obligations of this Section 10.4(b) shall survive the Transfer of a Partnership Interest, the withdrawal of any Limited Partner, and the termination of the Partnership and this Agreement.”
The enumerated list of authorized Partnership Unit issuances in Section 4.3(a) runs (i), (ii), (iii), then jumps to (v) and (vi), omitting clause (iv).
“(iii) in connection with the direct or indirect contribution, conveyance or other transfer of one or more Properties to the Partnership or any Subsidiary of the Partnership if the applicable transfer agreement provides that Persons are to receive Partnership Units in exchange for such Properties, (v) in exchange for any Capital Contributions of cash or property from any Partners or other Persons”
Subsection (c) of Section 9.2 (Reports) repeatedly cites 'Section 9.3(a) and 9.3(b)' and 'this Section 9.3', but no Section 9.3 exists in the Agreement; the section is 9.2.
“(c) The General Partner shall have satisfied its obligations under Section 9.3(a) and 9.3(b) hereof by posting or making available the reports required by this Section 9.3 on the website maintained from time to time by the General Partner”
Erroneous doubled noun in the Adjustment Factor definition: 'the Value of one share of Common Stock Share as of the record date' ('Stock Share').
“the denominator of which is the Value of one share of Common Stock Share as of the record date”
Doubled / broken article in Section 7.1(a)(xxiii): 'the amendment and restatement of the this Agreement'.
“(xxiii) the amendment and restatement of the this Agreement, any Partnership Unit Designation or the Ownership Schedule”
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
What allocators are saying. Diligence notes, open questions, attached scenarios.
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