Accredited Investor Suitability
Only persons of adequate financial means who have no need for liquidity with respect to the investment should consider purchasing membership units ('Units') in Brittingham Properties LLC. (the 'Company') pursuant to the Company's Confidential Private Placement Memorandum, because
(a) the investment in Units involves certain risks, and
(b) a market for the Units does not exist and is not likely to develop.
Further, the Offering is intended to be a 'private offering' exempt from registration under the Securities Act of 1933 (the 'Securities Act'), and applicable state securities laws.
The Units are intended to be exempt under the Securities Act as part of an issue which is offered and sold only to 'accredited investors,' as that term is defined below. As such, each prospective subscriber shall have submitted to the Company a completed and executed 'Accredited Investor Suitability Questionnaire' in the form available by request.
An 'accredited investor' is defined by Rule 501 of Regulation D under the Securities Act of 1933 as:
Any organization described in Section 501[c] of the Internal Revenue Code, corporation, Massachusetts or simple business trust, or partnership not formed for the specific business purpose of acquiring the securities offered, with total assets in access of $5,000,000;
Any director, executive officer, or company of the issuer of the securities being offered or sold, or any director, executive officer, or Company of a Company of that issuer;
Any natural person whose individual net worth or joint net worth with that person's spouse at the time of his or her purchase exceeds $1,000,000;
Any natural person who had an individual income in excess of $200,000 or joint income with that person's spouse in excess of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.
Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered whose purchase is directed by a 'sophisticated person' as described in Rule 506[b] [ii] of Regulation D promulgated under the Securities Act (i.e. has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment);
Any entity in which all of the equity owners are accredited investors; or
Any bank as defined in section 3[a] of the Securities Act, or any savings and loan association or other institution as defined in section [A] of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities and Exchange Act of 1934; any insurance company as defined in section 2 of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2[a] thereof; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301[c] or [d] of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the decision is made by a plan fiduciary, as defined in section 3 of such act, whether it is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made soley by persons that are accredited investors.
Visit http://www.sec.gov/answers/accred.htm for more information about the SEC’s registration requirements and common exemptions.
Eligible Investor Law & Legal Definition:
Pursuant to 22 USCS § 2198 (c) [Title 22. Foreign Relations And Intercourse; Chapter 32. Foreign Assistance; International Development; Other Programs; Overseas Private Investment Corporation] the term eligible investor means:
“(1) United States citizens;
(2) corporations, partnerships, or other associations including nonprofit associations, created under the laws of the United States, any State or territory thereof, or the District of Columbia, and substantially beneficially owned by United States citizens; and
(3) foreign corporations, partnerships, of other associations wholly owned by one or more such United States citizens, corporations, partnerships, or other associations:
Provided, however, That the eligibility of such foreign corporation shall be determined without regard to any shares, in aggregate less than 5 per centum of the total of issued and subscribed share capital, held by other than the United States owners:
Provided further, That in the case of any loan investment a final determination of eligibility may be made at the time the insurance or guaranty is issued; in all other cases, the investor must be eligible at the time a claim arises as well as at the time the insurance or guaranty is issued.”
Disclaimer: Accredited Investors
* The Due Diligence Vault Download includes an authentic historical investment property and multi-family residential real estate property portfolio with genuine property data, and authentic offering terms including the required 'accredited investor suitability questionnaire' and subscription agreements.
Each prospective investor shall represent in writing that: he or she meets the foregoing requirements and he or she is acquiring the Units for his or her own account and not for the account of others or with a view to resale or distribution.
By executing a Subscription Agreement, an investor represents that he or she meets the suitability standards applicable to such persons.
An investor may transfer Units, if at all, only to a person who meets the suitability standards established by the Company as set forth above or, in case of a sale or transfer in a state which has established higher suitability standards, only to a person who meets the higher suitability standards established by that state. The Company will require certain assurances that such standards are met.
Satisfaction of the minimum suitability standards by a prospective investor does not necessarily mean that the purchase of Units is an acceptable investment for such person.
The Company reserves the right to reject a subscription if, in its sole discretion, it believes that the prospective investor does not meet the suitability requirements or that the purchase of Units is otherwise an unsuitable investment for the prospective investor.
Subscriptions may be accepted only by the Company, which has the absolute right to refuse to accept any subscription in its sole discretion.
The Company will rely on the accuracy of each prospective investor's representations. The Company may require additional evidence that a prospective investor meets the standards set forth above at any time prior to acceptance of a prospective investor's subscription.
A prospective investor is not obligated to supply any information so requested by the Company, but the Company may reject a subscription from any prospective investor who fails to supply any information so requested.
If the Company's belief as to the suitability of a prospective subscriber is incorrect in any instance, then the delivery of the Confidential Private Placement Memorandum and all related documents in respect to this investment shall not be deemed to be an offer to that person to invest in the Company and such person shall, after notice from the Company, immediately return the Confidential Private Placement Memorandum and all related documents to the Company.
* Still have questions?
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NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF ANY OFFERING OF BRITTINGHAM PROPERTIES LLC PPM OR REIT SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Copyright 2011 Brittingham Properties LLC. All rights reserved.