Investment Committee Memo · Waterfalls
Red Oak Capital Fund VII, LLC
Red Oak Capital · Unknown · Debt · Vintage 2018
42
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
72
Pref quality
71
Fee drag
15
GP alignment
10
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (15 · 6 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 — Bond maturity date (December 31, 2029 vs December 31, 2028)The offering-circular body states the Bonds mature December 31, 2029, but the audited financial statements (Note 4) state the maturity date is December 31, 2028 — a one-year discrepancy on a core economic term.
- highNumeric inconsistency — Series/interest-rate structure (single 8.00% Series A on cover vs A Bonds at 8.00% and Ra Bonds at 8.65% in financials)The cover and summary market a single series of 8.00% Series A Bonds, but the audited financial statements describe a two-series structure (A Bonds and Ra Bonds) paying 8.00% and 8.65% per annum respectively — the higher-rate Ra Bonds are never disclosed in the offering body.
- 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.
- mediumDisposition Fee (0.5%) is taken above the waterfallA 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.
- mediumUnfilled placeholder text — [●]Unfilled bracket placeholder for the Risk Factors page reference on the cover-page disclosure — the page number was never inserted.
- lowUnfilled placeholder text — beginning on page of this offering circularTemplate page-reference token left blank in the summary Risk Factors caption — the page number that should follow 'beginning on page' was never filled in.
- infoSpelling / typo — COMMISIONMisspelling of 'COMMISSION' in the bold all-caps SEC legend on the cover-page disclosure.
- infoSpelling / typo — principals of our Sponsor principals of our SponsorDoubled phrase ('principals of our Sponsor' repeated) creating a broken sentence in the Sponsor description.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.