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Red Oak Capital Fund III, LLC

Sponsored by Red Oak Capital·

Unknown· LLC · 2 classes· ● Low· PPM v1· Updated 26d ago
4 data notes
Unscored: pref_qualityUnusual structureUnscored: absolute lp takeUnscored: pref quality
Run the numbers
Composite
36.3
median 36 +0
Pref Return
median 8.0% · Diversified Real Estate
LP Take (Base)
median 85.9% · Diversified Real Estate
GP Commit
0.0%
median 0.0% +0.0%
Min Investment
$10K
ticket size
Offering Size
$2M
target raise
Cascade · Distributions

Where each dollar goes

$875K
LP $829K · Fees $46K · GP $0
GROSS PROCEEDS$875KGPFFees to Manager$46,250 · 5.3% of grossLPT1Return of Capital$500,000 · 57.1% of grossLPGPT4Residual Split (100% / 0%) · 37.6%Limited Partners · $329KGeneral Partner · $0pool fully distributed
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 2 classes· viewing as Series A Bonds

How Red Oak Capital Fund III, LLC divides the cap table

The cascade above is filtered to Series A Bonds. Reset to blended view.

Deal diligence16 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.

Document quality

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.

Numeric inconsistency — organizational costs incurred ($0 vs approximately $30,000)

Medium

Self-contradicting run-on in the financial-statement notes: states no organizational costs have been incurred and, in the same sentence, that approximately $30,000 has been incurred (also missing a space after 'applicable.').

As of June 15, 2019, there have not been any organizational costs incurred by the Managing Member, through the date of issuance, the Managing Member has incurred approximately $30,000 of organizational and offering costs.
PPM p.7282% confidence

Defined-term defect — Bond Service Reserve / Bond Service Obligations

Low

The summary introduces 'Bond Service Reserve' and references 'Bond Service Obligations, as defined herein,' but the body section is titled 'Bond Reserve' and never defines 'Bond Service Obligations' — inconsistent/undefined defined terms.

Our company will be required to keep 3.75% of gross offering proceeds in a reserve account with the trustee for a period of one (1) year following the first closing date, which reserve may be used to pay our company's Bond Service Obligations, as defined herein, during such time
PPM p.962% confidence

Document-quality defect — UMB Bank, P.A.

Low

Escrow payee in the subscription instructions is rendered 'UMB Bank, P.A.' whereas the bank is identified everywhere else in the document as 'UMB Bank, N.A.' — a wrong-suffix typo in a payment instruction.

Prior to reaching the Minimum Offering Amount and the initial closing of this offering, all checks should be made payable to 'UMB Bank, P.A., Escrow Agent for Red Oak Capital Fund III, LLC.'
PPM p.4080% confidence

Document-quality defect — stockholders' investments

Info

Equity-template carryover in a debt offering: an LLC bond deal with no stock or stockholders refers to 'stockholders' investments,' indicating boilerplate copied from an equity offering.

the value of our stockholders' investments could vary more widely than if we invested in a more diverse portfolio of loans.
PPM p.2055% confidence

Spelling / typo — COMMISION

Info

The all-caps SEC legend misspells 'COMMISSION' as 'COMMISION' (one 'S').

AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE COMMISION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
PPM p.497% confidence

Spelling / typo — complying the with 25% limitation

Info

Garbled word order 'complying the with' (should read 'complying with the'); the same broken phrase is repeated verbatim in three separate covenant passages.

For purposes of complying the with 25% limitation described above, any principal owed on the Bonds will not count as indebtedness.
PPM p.1292% confidence

Spelling / typo — on or and have our initial closing

Info

Broken/garbled sentence in the summary: 'on or and have our initial closing' contains a stray 'or' from an incomplete edit.

If we are unable to sell the minimum offering amount on or and have our initial closing prior to the Minimum Offering Termination Date, we will return all funds in the escrow account.
PPM p.585% confidence

Spelling / typo — should viewed

Info

Missing verb 'be' in the prior-program track record: 'should viewed' should read 'should be viewed'.

Each successive maturity date should viewed as a periodic liquidity event and the first such event has not yet been reached.
PPM p.6490% 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 have a GP clawback provision?

High

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 gap: What is the LP/GP carried-interest split above the preferred return?

High

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 gap: What is the preferred return (hurdle) rate offered to LPs?

High

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 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 GP catch-up, and at what rate?

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 gap: What distribution-waterfall structure does the fund use?

Medium

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.

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.

38%
Coverage
5 answered0 partial8 gaps13 questions
Economics
  • What is the preferred return (hurdle) rate offered to LPs?Gap
  • What is the LP/GP carried-interest split above the preferred return?Gap
  • Is there a GP catch-up, and at what rate?Gap
  • Does the fund have a GP clawback provision?Gap
  • What is the GP's capital commitment (skin in the game)?Gap
Structure
  • What distribution-waterfall structure does the fund use?Gap
  • What is the fund's investment strategy / asset class?UnknownAnswered
  • What is the fund's vintage year?Vintage 2015.Answered
  • What is the target offering size?Target offering of $2,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $10,000.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

Fee scheduletaken before LP distributions

Total load 19.35%
Fee
Trigger
Basis
Rate
Bond Service Reserve
First closing; released after one year if in compliance
Gross offering proceeds held in reserve account with trustee for one year post-first-closing
3.75%
Selling Commission - Series A Bonds
Bond sale
Gross offering proceeds on sale of Series A Bonds
1.95%
Selling Commission - Series B Bonds
Bond sale
Gross offering proceeds on sale of Series B Bonds
6.50%
Managing Broker-Dealer Fee
Bond sale
Gross proceeds of the offering
0.95%
Wholesaling Fee
Bond sale through certain selling group members
Gross proceeds from certain sales of the Bonds
0.95%
Nonaccountable Expense Reimbursement
Bond sale
Gross proceeds in the offering
1.00%
Organization and Offering Fee (O&O Fee)
Offering stage
Gross offering proceeds; Manager retains excess over actual O&O expenses as compensation
2.00%
Ongoing operations
Outstanding principal amount of Series A Bonds and Series B Bonds annually, paid quarterly in advance
1.75%
Asset acquisition
Total acquisition cost of each asset acquired (inclusive of closing costs)
0.50%

Service providers3 gaps

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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