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“SECURITIES OFFERED: Equity in the form of Class A Membership Interests denominated in Units”— PPM p. 1
“An Affiliate of the Company, XIV-I, INC. (the 'Sponsor'), in exchange for payment of initial organizational and Offering expenses on behalf of the Company, has been issued 1,000 Class B Membership Interests, which represent 100% of the Company's Class B Membership Interests.”— PPM p. 3
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.
Structural checks run against XIV-I INVEST 1, LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.
The waterfall pays the GP a promote/carry, yet none of the extracted tiers return the LP's contributed capital before that promote runs. Either the PPM omits a return-of-capital step or the extractor missed it — either way the distribution section is worth a read.
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.
The offering circular names the issuer 'XIV-I Invest 1, LLC' throughout, but the audited financial statements repeatedly call it 'XIV-I Investment 1, LLC,' and one statement header even reads 'XIV-I INVESTMENET 1, LLC' (a misspelling of INVESTMENT), an inconsistent/garbled issuer name in a material exhibit.
“XIV-I INVESTMENET 1, LLC Statements of Member's Deficit”
In the financial-statement notes the aggregate Class A capital is written out as 'Seventy Five Million and 00/100 Dollars' but the parenthetical numeral reads $75,000,0000.00 (an extra zero, i.e. $750,000,000), contradicting the spelled-out amount and the $75,000,000 maximum offering stated throughout.
“an aggregate of Seventy Five Million and 00/100 Dollars ($75,000,0000.00).”
The cover Offering Proceeds Table states maximum 'Proceeds to the issuer' of $74,175,000.00, but the Use of Proceeds table states maximum 'Net Deployable Proceeds' of $74,150,000.00 for the same 100%/$75,000,000 raise — the two stated net-proceeds figures differ by $25,000.
“Maximum Offering Amount $75,000,000.00 $750,000.00 $74,175,000.00 ... Net Deployable Proceeds (3) $74,150,000.00”
The summary directs readers to the Conflicts of Interest section 'beginning on Page 35,' but Conflicts of Interest actually appears at internal page 18 (per the Table of Contents and body); internal page 35 contains Liquidation Rights, so the pointer is wrong.
“and also see 'Conflicts of Interest' below beginning on Page 35.”
The summary cites the Risk Factors section as starting on two different pages — 'starting on Page 11' on the cover summary and 'starting on Page 8' in the Conflicts of Interest summary — while the Table of Contents lists Risk Factors at page 5; the internal cross-references contradict each other.
“starting on Page 11 ... See 'Risk Factors' below starting on Page 8”
The accredited-investor definition refers to a registered investment company being registered under the 'Investment Fund Act of 1940'; the statute is the Investment Company Act of 1940, a substantive misnaming of the governing law.
“any investment company registered under the Investment Fund Act of 1940 or a business development company”
In the amendment cover note describing the updated signature page, 'capacity' is misspelled 'capactiy' in substantive text.
“has signed the Offering Circular in the capactiy of Principal Financial Officer, Principal Accounting Officer,”
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
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.
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.
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.
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.
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.
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.
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.
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.
What allocators are saying. Diligence notes, open questions, attached scenarios.
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