Investment Committee Memo · Waterfalls
Triangle 9 Real Estate, Inc.
Triangle 9 · Unknown · Vintage 2022
8
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
10
Pref quality
0
Fee drag
12
GP alignment
8
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (18 · 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 — Selling agents' commissions / Proceeds to CompanyCover-page offering table states a $750,000 selling-agent commission and $67,500,000 proceeds, but the Use of Proceeds table (100% sold) states $7,500,000 commissions and $67,470,000 net proceeds — the commission is off by 10x and the net proceeds figures disagree.
- 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.
- mediumDefined-term defect — Steven Berg RSU grant attributed to 'Thomas'In the paragraph describing Steven Berg's employment arrangement, the RSU grant is attributed to 'Thomas' rather than Berg — a wrong-name substitution that appears in both the Executive Compensation and Related-Transactions sections.
- mediumDocument-quality defect — Audit vs. review reportThe accountant's report is titled 'INDEPENDENT ACCOUNTANT'S REVIEW REPORT' yet its body repeatedly states the firm 'audited' the statements and 'conducted our audits in accordance with the standards of the PCAOB' — review and audit are distinct engagement types.
- mediumDocument-quality defect — Offering termination dateTwo conflicting offering-termination provisions: the cover says the offering terminates one year after qualification, while the next page fixes a hard termination date of April 15, 2023.
- mediumUnfilled placeholder text — Convertible note conversion price clause (a)The Senior Secured Line of Credit Convertible Promissory Note conversion-price formula is missing the dollar figure for clause (a) — it reads 'the lesser of (a) per share' with no amount filled in.
- lowBroken cross-reference — Plan of Distribution page referenceThe same 'Plan of Distribution' section is cross-referenced to inconsistent pages — page 13 on the cover and again later, but page 15 in the body — and the table of contents lists it at page 13.
- lowDocument-quality defect — Financial statement notes period headerThe recurring header on the Notes to Financial Statements reads 'FOR YEAR PERIOD ENDED JUNE 30, 2021', but the reporting period is inception (June 16, 2021) through December 31, 2021 — June 30, 2021 is a wrong date.
- lowDocument-quality defect — Statement of Operations inception dateThe Statement of Operations column header labels inception as '(December 31, 2021)', but the company's inception date stated throughout the document is June 16, 2021.
- infoSpelling / typo — Table of contents heading 'MANAGEMEN'Table-of-contents heading misspells 'MANAGEMENT' as 'MANAGEMEN'.
- infoSpelling / typo — Table of contents heading 'PRUCHASES'Table-of-contents heading misspells 'PURCHASES' as 'PRUCHASES'.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.