Investment Committee Memo · Waterfalls
STRATEGIC HOTEL VENTURES, LLC
Blackstone · Unknown · Vintage 2007
25
Waterfalls composite LP-favorability score (0–100)
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LP take (absolute)
5
Pref quality
75
Fee drag
10
GP alignment
10
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
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Diligence findings (20 · 5 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 — Price per Common SharePer-share offering price is stated as $100.00 on the cover/terms but as $93.75 in the subscription section and the audited financial-statement notes.
- 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.
- mediumNumeric inconsistency — DII Capital pre-offering share countItem 6 ownership table shows DII Capital holding '37,00' shares (a missing digit) at 18.5%, while the Item 13 ownership table lists the correct 37,000.
- mediumNumeric inconsistency — Fiscal year endThe reporting section states the fiscal year ends September 30th (October 1 - September 30), but the audited financial-statement notes state the Company elected December 31 as its fiscal year end.
- mediumNumeric inconsistency — Goveia Trust pre-offering share countItem 6 ownership table shows the Goveia Trust holding '108,00' shares (a missing digit) at 54%, while the Item 13 ownership table lists the correct 108,000.
- mediumNumeric inconsistency — Offering Expenses lineUse-of-proceeds Table 1 lists Offering Expenses as $0.00 / 0.00%, but the same table's footnote (3) and Table 2 state offering costs of ~5.00% / $3,750,000.
- mediumNumeric inconsistency — Shares allocated to capital raiseThe financial-statement notes say 800,000 of the 1,000,000 common shares would be used to raise capital, contradicting the 750,000 shares offered throughout the circular.
- mediumNumeric inconsistency — Shares issued & outstanding after offeringPre-offering 200,000 shares plus the 750,000 offered shares equals 950,000, but the document states 1,000,000 will be issued and outstanding after completion.
- lowDocument-quality defect — Governing LLC statute (forum clause)Two otherwise-identical Operating Agreement forum clauses name different statutes: one cites the 'Delaware Limited Liability Act' (correct for this Delaware LLC) and the other the 'California Uniform Limited Liability Act'.
- lowDocument-quality defect — Series A hyper-voting scheduleThe 'ten year' Series A hyper-voting schedule lists each fiscal year 2023 through 2033 and then jumps to fiscal year 2035 for the repurchase, skipping fiscal year 2034.
- infoSpelling / typo — INNACCURATEThe forward-looking-statements disclaimer misspells 'INACCURATE' as 'INNACCURATE'.
- infoSpelling / typo — LEFThe recurring page-break notice misspells 'LEFT' as 'LEF' ('REMAINDER OF PAGE LEF BLANK INTENTIONALLY'), repeated on multiple pages while other instances spell it correctly.
- infoSpelling / typo — OWNERSIDPThe all-caps tax-advisor warning misspells 'OWNERSHIP' as 'OWNERSIDP' twice in substantive text.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.