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MHPI VII, LLC

Storage Facilities and Mobile Home Parks· Equity· LLC · 3 classes· ● High· PPM v1· Updated 2mo ago
1 data note
Unusual structure
Run the numbers
Composite
57.8
Waterfalls score
Pref Return
8%
simple
LP Take (Base)
84.7%
at 1.75× exit
GP Commit
0.0%
0% (undisclosed)
Min Investment
$50K
ticket size
Offering Size
$25M
target raise

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

Cascade · Distributions

Where each dollar goes

$875K
LP $637K · Fees $93K · GP $146K
Gross proceeds at exit
$875K
FFees to Manager
$92,500 · 10.6% of gross
taken before the waterfallGP $93K
T1Class A Preferred Return (Net Operating Cash Flow) · First, to Class A and Class B Members in proportion to accrued but undistributed Preferred Return. Class A pref tiered: Yr1 8% (10% for first $2M), Yr2 9% (10% for first $2M), Yr3+ 10%. Applies to Net Operating Cash Flow distributions.
$100,000 · 11.4% of gross
uncapped — takes what remainsA $100K
T2Residual Split of Net Operating Cash Flow — 50% to Class A/B pro rata · Thereafter, 50% to Class A and Class B Members as a group, pro rata based on relative Membership Interest (Net Operating Cash Flow)
$291,250 · 33.3% of gross
uncapped — takes what remainsA $291K
Where it lands · of gross proceeds
LP $637K (72.8%)Fees $93K (10.6%)GP $146K (16.6%)
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 3 classes· viewing as Class A

How MHPI VII, LLC divides the cap table

The cascade above is filtered to Class A. Reset to blended view.

PPM Review

5/12 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
~4.3%
of equity, upfront
Recurring drag
~6.50%
per year, pre-split
LP share of next $
~66¢
at 1.75× base case
Key-term findability
5/12
located in the PPM
Needs attention
flagFees taken above the waterfallp.17
flagAffiliate purchases may count toward the minimum — can defeat the escrowp.10
flagDistributions may include a return of capital / offering proceedsp.30
cautionGP commitment not stated
cautionThe sponsor may waive or lower the minimum raisep.10
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)Sold via broker-dealer
p.3FOR THIS OFFERING, THE MANAGER IS RELYING ON AN EXEMPTION FROM SECURITIES REGISTRATION UNDER THE FEDERAL SECURITIES AND EXCHANGE COMMISSION'S REGULATION D, RULE 506(c).
Where your dollar goes~4.3% load · GP commit n/s
Load at close
~4.3% of your equity is consumed by upfront fees at closing (estimate).
  • Acquisition Fee: 1.0%p.17Up to 1.0% of the total capitalized acquisition costs incurred by the Company in acquiring such Property
  • Loan Guarantee Fee (Recourse): 2.5%p.17Up to 2.5% of the loan amount to be paid in equal annual installments for the loan term
  • Limited Recourse Guarantee Fee: 0.8%p.17Up to 0.75% of the loan amount
+ 1 other fee(s) not classified by timing
Recurring drag
~6.50% of your equity per year, before any profit split — comparable to an expense ratio.
LP share of next $
~66¢ 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.17equal up to 1.0% of the Real Estate Asset Value, unless the Appraised Property Value is readily available
  • GP commitment not statedGPs typically disclose their co-investment
Minimum raise
$1M minimum raise
$25M maximumSubscriptions held in escrow by Prime Trust, LLCAffiliate 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 with interest.p.10If the Minimum Dollar Amount has not been raised by December 31, 2017, the Manager will not Break Impounds and all subscriptions, including any interest earned thereon, will be returned to Investors without deduction.
Not stated
Audited financials
Cash flow & horizon1monthly distributions · hold n/s
Distribution policy
Targets distributions — MonthlyBegins may not be any distributions until the end of the fourth (4th) quarter of 2017 (Offering commenced April 1, 2017)Targeted, 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.30Distributions will be evaluated on a monthly basis by the Manager. The Manager will strive to make monthly distributions, although the Manager anticipates that there may not be any distributions until the end of the fourth (4th) quarter of 2017. In the event that the Manager, in its sole discretion, determines that the Company is unable to make distributions on a monthly basis, then the Manager shall, at a minimum, make distributions on a quarterly basis.
Capital stack
3 share classes — your class's priority in the money line depends on the waterfall.
Not stated
Hold / fund life
Governanceno LP removal
Removal & amendments
No LP right to remove the manager
Amendments require an LP supermajority
Reporting
Manager intends to furnish Members with quarterly operational updates and an annual information package (annual operations update, financial statements, K-1 forms, and a copy of the Company's tax returns) to be delivered on a best-efforts basis by April 1 each year; Schedule K-1 (Form 1065) released to each Member after the close of the Company's taxable year (December 31).
Source
p.38The Manager will make all decisions with respect to the management of the Company. The Members will have no right or power to take part in the management of the Company... The Manager may not be removed by the Members.
Document quality5/12 findable · 82 pp
Key-term findability
5 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: 3Cash pools: 4Max tier depth: 6Conditional branches: 2
Crossed pools
More moving parts, not necessarily worse — takes longer to understand.
Document heft
82 pages

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

Deal diligence11 findings · worst critical

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 MHPI VII, LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.

All Distributions tier 1 over-allocates: shares sum to 200%, not 100%

Critical
(1) first, to the Class A Members and Class B Members, in proportion to the Class A Members' and Class B Members' accrued but undistributed Preferred Return, in accordance with Table 4
PPM p.3195% confidence

All Distributions tier 2 over-allocates: shares sum to 150%, not 100%

Critical
(2) thereafter, 50.0% to the Class A and Class B Members, as a group, pro rata based upon each Member's relative Membership Interest, and 50.0% to the Class C Member.
PPM p.3295% confidence

All Distributions tier 3 over-allocates: shares sum to 300%, not 100%

Critical
(1) first, to the Members to the extent and in proportion with their Invested Capital Contributions until the aggregate amount distributed to such Members is sufficient to provide for a return of such Members' Invested Capital Contributions
PPM p.3295% confidence

All Distributions tier 4 over-allocates: shares sum to 200%, not 100%

Critical
(2) second, to the Class A Members and Class B Members, in proportion to the Class A Members' and Class B Members' accrued but undistributed Preferred Return
PPM p.3295% confidence

All Distributions tier 5 over-allocates: shares sum to 150%, not 100%

Critical
(3) thereafter, 50% to the Class A and Class B Members, as a group, pro rata based upon each Member's relative Membership Interest, and 50% to the Class C Member.
PPM p.3295% confidence

All Distributions tier 6 over-allocates: shares sum to 170%, not 100%

Critical
70.0% to the Class A and Class B Members, as a group, pro rata based upon each Member's relative Membership Interest, and 30.0% to the Class C Member.
PPM p.3295% confidence

Disposition Fee (1%) 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.

Up to 1.0% of the sale price of a Property
PPM p.1885% 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.

74%
Coverage
14 answered1 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?50% LP / 50% 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 (deal-by-deal style with clawback).Answered
  • What is the fund's investment strategy / asset class?Equity · Storage Facilities and Mobile Home ParksAnswered
  • What is the fund's vintage year?Vintage 2017.Answered
  • What is the target offering size?Target offering of $25,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $50,000.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.)?9 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?The PPM states investors have NO right to remove the manager.Answered
  • Are material amendments to the operating agreement subject to investor consent?Amendments require an investor supermajority.Answered
  • Is there a key-person provision?Gap
Distributions
  • Is the fund's distribution policy disclosed?Distribution policy stated (monthly).Answered

Fee scheduletaken before LP distributions

Modeled load 18.5% of equity over a 5-yr base case
Fee
Trigger
Basis
Rate
Recurring annual, paid monthly during Property operations
Real Estate Asset Value or Appraised Property Value
1.00%
Upon acquisition of a Property
Total capitalized acquisition costs
1.00%
Loan Guarantee Fee (Recourse)
At time of purchase money or refinance recourse loan
Loan amount
2.50%
Limited Recourse Guarantee Fee
At time of purchase money or refinance non-recourse loan
Loan amount
0.75%
Recurring monthly during Property operations
Gross revenues per Property
5.00%
Per construction project
Tiered: 5% up to $50K; 4% $50K-$100K; 3% over $100K of construction/repair amounts
5.00%
Upon sale of a Property
Sale price of Property
1.00%
FundAmerica Fees
As Capital Contributions are received
Gross Proceeds
0.50%
Selling Commissions
As Capital Contributions are received
Gross Proceeds (included in 5% total expenses)
0.00%

Service providers2 gaps

Legal Counsel
OK
Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
The Offering documents... have been prepared by counsel for the Manager, Lowndes, Drosdick, Doster, Kantor & Reed, P.A. ("Lowndes")
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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