YSMD, LLC

Key economics

Preferred return

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Hurdle rate

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LP / GP split

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GP catch-up

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GP clawback

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GP commitment

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Diligence findings (24 · 4 high/critical)

• high
  DDQ 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.
• high
  DDQ 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.
• high
  DDQ 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.
• high
  DDQ 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.
• medium
  DDQ 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.
• medium
  DDQ 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.
• medium
  DDQ 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.
• medium
  Disposition Fee (2%) 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.
• medium
  Document-quality defect — Operating Agreement forum (California vs Delaware)The Operating Agreement forum selection is stated as the State of Delaware in the Risk Factors / Forum sections but as the State of California in the Securities Being Offered section, a direct contradiction over the governing forum.
• medium
  Numeric inconsistency — Maximum Series Interests (902,924 vs 902,925)Maximum Series A Interests stated as 902,924 in the Series Offering Table but as 902,925 (=100% to be owned) in the Security Ownership table.
• medium
  Numeric inconsistency — Offering-expense reimbursement cap (3% of gross proceeds vs 3% of asset value)The Managing Member offering-expense reimbursement is capped at 3% of gross proceeds in the cover/summary but at 3% of asset value in the Use of Proceeds footnote, two different bases.
• medium
  Unfilled placeholder text — [X]Series Offering Table ships unfilled [X] placeholder tokens in place of the Series A Initial Qualification Date and Open/Closing Date columns.
• low
  Defined-term defect — Managing ManagerThe defined party 'Managing Member' is twice rendered as the non-existent term 'Managing Manager', creating ambiguity about the acting party.
• low
  Document-quality defect — limited liability corporationThe signature block describes Collab (USA) Capital LLC as 'a limited liability corporation', conflating LLC with corporation (Collab is described as an LLC / limited liability company elsewhere).
• low
  Document-quality defect — Liquidation waterfall list labels (c)/(d)The liquidation distribution waterfall in Securities Being Offered is mislabeled '(c) First' and '(d) Second', restarting list lettering instead of '(a)/(b)' as used for the identical waterfall in the Summary.
• low
  Numeric inconsistency — Mortgage amount ($3.965,000 vs $3,965,000)The Spruce Street mortgage loan amount is mis-punctuated as $3.965,000 (decimal point) while it is $3,965,000 everywhere else in the document.
• low
  Numeric inconsistency — Six-month 2022 depreciation ($81,463 vs $81,643)Spruce Street six-months-2022 depreciation is $81,463 in the Statement of Operations and pro forma but is stated as $81,643 in Note 3 narrative, a digit transposition.
• low
  Numeric inconsistency — Sourcing fee basis (asset price vs contractual purchase price)Note 4 of the audited YSMD financial statements bases the 5% sourcing fee on the 'asset price', while the body of the offering circular and the unaudited note base it on the 'contractual purchase price'.
• low
  Unfilled placeholder text — [*]Exhibit Index ships unfilled [*] date placeholders for the Purchase and Sale Agreement and the Property Management Agreement, indicating undated/unfinished exhibits.
• info
  Document-quality defect — ASU 2016-02 mis-dated/mis-cited (2019)The Spruce Street recent-pronouncements note dates ASU No. 2016-02 to 'February 2019' and then refers to the non-existent 'ASU 2019-02', whereas the audited note correctly states February 2016.
• info
  Spelling / typo — Accrued epxensesMisspelling 'Accrued epxenses' (transposed letters in 'expenses') as a line item in the Spruce Street statement of cash flows.
• info
  Spelling / typo — In the future, Here,Garbled sentence fragment 'In the future, Here, any officers or directors' in the Conflicts of Interest section.
• info
  Spelling / typo — is initially isDoubled-word grammatical error 'who is initially is our Managing Member' in the Property Management Fees description.
• info
  Spelling / typo — Managing Member anagerBroken/garbled phrase 'Managing Member anager' in the related-party Loans disclosure (apparent merge of 'Managing Member' and 'Manager').

DDQ readiness — 38% covered

5 answered · 1 partial · 7 gaps of 13 standard questions.