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RSNPG Bristol Partners LLC

Sponsored by RSN Property Group Operations, LLC·

Multifamily RE· Equity· LLC · 3 classes· ● High· PPM v1· Updated 2mo ago
1 data note
Unusual structure
Run the numbers
Composite
66.8
Waterfalls score
Pref Return
8%
simple
LP Take (Base)
93.5%
at 1.75× exit
GP Commit
0.0%
0% (undisclosed)
Min Investment
$50K
ticket size
Offering Size
$6M
target raise

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

Cascade · Distributions

Where each dollar goes

$875K
LP $818K · Fees $44K · GP $13K
Gross proceeds at exit
$875K
FFees to Manager
$43,750 · 5.0% of gross
taken before the waterfallGP $44K
T1Return of Capital
$500,000 · 57.1% of gross
uncapped — takes what remainsLP $500K
T2Preferred Return (8%)
$200,000 · 22.9% of gross
uncapped — takes what remainsLP $200K
T4Residual Split (90% / 10%)
$131,250 · 15.0% of gross
uncapped — takes what remainsLP $118K · GP $13K
Where it lands · of gross proceeds
LP $818K (93.5%)Fees $44K (5.0%)GP $13K (1.5%)
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 3 classes

How RSNPG Bristol Partners LLC divides the cap table

The cascade above models the blended LP view. Click a class below to view per-class economics.

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
~2.5%
of equity, upfront
Recurring drag
~5.25%
per year, pre-split
LP share of next $
~90¢
at 1.75× base case
Key-term findability
5/12
located in the PPM
Needs attention
flagFees taken above the waterfallp.31
flagNo minimum raise — escrow can break on the first dollarp.4
flagAffiliate purchases may count toward the minimum — can defeat the escrowp.4
cautionGP commitment not stated
cautionThe sponsor may waive or lower the minimum raisep.4
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 direct — no broker-dealer commission
p.1THE OFFER AND SALE OF THE UNITS COVERED BY THIS MEMORANDUM HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS SET FORTH IN SECTION 4(a)(2) OF THE ACT AND THE RULES PROMULGATED THEREUNDER (AND SPECIFICALLY RULE 506(c))
Where your dollar goes~2.5% load · GP commit n/s
Load at close
~2.5% of your equity is consumed by upfront fees at closing (estimate).
  • Acquisition Fee: 2.5%p.31a one-time acquisition fee equal to two and one-half percent (2.5%) of the aggregate purchase price of the Property... allocated 50/50 between such parties and paid at closing from escrow
Recurring drag
~5.25% of your equity per year, before any profit split — comparable to an expense ratio.
LP share of next $
~90¢ of each additional dollar reaches the LP at the 1.75× base case.1.3×3.0×
Not stated
GP commitment
Protections & red flags3audit 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.31a one-time acquisition fee equal to two and one-half percent (2.5%) of the aggregate purchase price of the Property... allocated 50/50 between such parties and paid at closing from escrow
  • GP commitment not statedGPs typically disclose their co-investment
Minimum raise
No minimum offering — proceeds available to the sponsor immediately
$5.5M maximumAffiliate 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 in full.p.4The minimum aggregate proceeds and the maximum aggregate proceeds from this Offering will be $500,000 (the "Minimum Offering Amount") and $5,500,000 (the "Maximum Offering Amount"), respectively. The Company will not use any of the proceeds of the Offering until the Company has received funds totaling the Minimum Offering Amount. If the Company has not sold at least the Minimum Offering Amount by May 10, 2026 or such later date as described below... the Company will terminate this Offering and any subscription funds remitted by Investors to the Company in connection with this Offering will be returned to Investors.
Not stated
Audited financials
Cash flow & horizonirregular distributions · hold n/s
Distribution policy
Targets distributions — IrregularBegins commencing on the closing date of the acquisition of the PropertyTargeted, at manager's discretionDistributions are a target at the manager’s discretion — not a guarantee.p.3Class B Units will receive a preferred return of seven percent (7.0%), which will accrue on the Capital Contributions of the Class B Members not yet returned, and Class C Units will receive a preferred return of eight percent (8.0%), which will accrue on the Capital Contributions of Class C Members not yet returned.
Capital stack
2 share classes — your class's priority in the money line depends on the waterfall.
Not stated
Hold / fund life
Governanceamendment terms
Removal & amendments
Amendment rights vary by provision
Reporting
The Company will furnish Members, as soon as reasonably practicable after each fiscal year end (and in any event within the timeframe required for applicable tax reporting), all information necessary to prepare federal and state income tax returns, including a Schedule K-1 for each Member. No specific delivery date and no periodic or audited financial reporting are promised.
Source
p.21The Company LLC Agreement generally may be amended with the approval of the Manager and Members holding a majority in interest of the Investor Units outstanding, except as otherwise provided in the Company LLC Agreement.
Document quality5/12 findable · 161 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: 2Cash pools: 3Max tier depth: 10Conditional branches: 0
More moving parts, not necessarily worse — takes longer to understand.
Document heft
161 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 RSNPG Bristol Partners 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
First, one hundred percent (100%) to the Class B Members, pro rata in proportion to their respective Unpaid Preferred Return balances, until each Class B Member's Unpaid Preferred Return balance has been reduced to zero
PPM p.1395% confidence

All Distributions tier 2 over-allocates: shares sum to 200%, not 100%

Critical
Thereafter, (1) Ninety percent (90%) to the Class B Members, pro rata in proportion to their respective Class B Percentage Interests, and (2) Ten percent (10%) to the Class D Member
PPM p.1395% confidence

All Distributions tier 3 over-allocates: shares sum to 200%, not 100%

Critical
First, one hundred percent (100%) to the Class B Members, pro rata in accordance with their Unpaid Preferred Return balances until such time as each Class B Member's Unpaid Preferred Return balance has been reduced to zero
PPM p.1495% confidence

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

Critical
Second, one hundred percent (100%) to the Class B Members, pro rata in accordance with their respective Unreturned Capital Contributions balances, until each Class B Member's Unreturned Capital Contributions balance has been reduced to zero
PPM p.1495% confidence

All Distributions tier 5 over-allocates: shares sum to 200%, not 100%

Critical
Third, (1) ninety percent (90%) to the Class B Members, pro rata in proportion to their respective Class B Percentage Interests, and (2) ten percent (10%) to the Class D Member
PPM p.1495% confidence

Diligence gaps

Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.

DDQ gap: Do investors have the right to remove the manager / general partner?

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 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: 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.

63%
Coverage
12 answered1 partial6 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?90% LP / 10% 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?Gap
  • What is the GP's capital commitment (skin in the game)?Gap
Structure
  • What distribution-waterfall structure does the fund use?Waterfall type: Two-class structure (Class B 7% pref / Class C 8% pref); Class B has 90/10 LP/GP residual split, Class C has 100% to LP.Answered
  • What is the fund's investment strategy / asset class?Equity · Multifamily REAnswered
  • What is the fund's vintage year?Vintage 2026.Answered
  • What is the target offering size?Target offering of $5,500,000.Answered
  • What is the minimum LP investment?Minimum investment of $50,000.Answered
  • Are investor subscriptions protected by a minimum-offering escrow?No minimum offering — proceeds are available to the sponsor immediately.Answered
  • 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.)?4 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?Gap
  • Are material amendments to the operating agreement subject to investor consent?Amendment rights vary by provision (some manager-discretionary).Partial
  • Is there a key-person provision?Gap
Distributions
  • Is the fund's distribution policy disclosed?Distribution policy stated (irregular).Answered

Fee scheduletaken before LP distributions

Modeled load 8.8% of equity over a 5-yr base case
Fee
Trigger
Basis
Rate
At acquisition
Aggregate Purchase Price of the Property
2.50%
Monthly in arrears
Flat $50,000 per annum
0.00%
Monthly based on costs incurred
Hard and soft costs of new construction at the Property
5.00%
Monthly in arrears
Gross Revenues of the Property
2.50%

Service providers2 gaps

Legal Counsel
OK
Allen Matkins Leck Gamble Mallory & Natsis LLP
Counsel for the Company and the Manager (and its Affiliates) Allen Matkins Leck Gamble Mallory & Natsis LLP
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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