0001144204-18-037481.txt : 20180706 0001144204-18-037481.hdr.sgml : 20180706 20180706120722 ACCESSION NUMBER: 0001144204-18-037481 CONFORMED SUBMISSION TYPE: 1-U PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180629 ITEM INFORMATION: Other Events FILED AS OF DATE: 20180706 DATE AS OF CHANGE: 20180706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC CENTRAL INDEX KEY: 0001645583 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 320467957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-U SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00005 FILM NUMBER: 18942084 BUSINESS ADDRESS: STREET 1: 1519 CONNECTICUT AVENUE NW STREET 2: STE 200 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2025840550 MAIL ADDRESS: STREET 1: 1519 CONNECTICUT AVENUE NW STREET 2: STE 200 CITY: WASHINGTON STATE: DC ZIP: 20036 1-U 1 tv498120_1u.htm FORM 1-U

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

 

FORM 1-U

 

CURRENT REPORT

Pursuant Regulation A of the Securities Act of 1933

 

 

June 29, 2018

(Date of Report (Date of earliest event reported))

 

 

FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware 32-0467957
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

1601 Connecticut Ave., Suite 300, Washington, DC 20009
(Address of principal executive offices) (ZIP Code)

 

(202) 584-0550

(Registrant’s telephone number, including area code)

 

Common Shares

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

 

Item 9.                Other Events

 

Asset Acquisition

 

RSE Coastal Village Controlled Subsidiary

 

On June 29, 2018, we directly acquired ownership of a “majority-owned subsidiary”, CV Fort Myers Investor, LLC (the “RSE Coastal Village Controlled Subsidiary”), in which we have the right to receive a preferred economic return for a purchase price of $6,820,000, which is the initial stated value of our equity interest in the RSE Coastal Village Controlled Subsidiary (the “RSE Coastal Village Investment”). The RSE Coastal Village Controlled Subsidiary used the proceeds to close on the acquisition of a single stabilized multifamily student housing property totaling 200 units (799 beds) and 276,654 rentable square feet located at 19401 Skidmore Way, Fort Myers, FL 33967 (the “Coastal Village Apartments Property”). The RSE Coastal Village Controlled Subsidiary is anticipating redeeming the RSE Coastal Village Investment via sale or refinance by July 10, 2023.

 

The RSE Coastal Village Controlled Subsidiary is managed by Coastal Ridge Real Estate (“Coastal Ridge”), a company formerly known as PPG Manhattan Real Estate and formed in 2013. The company is headquartered in Columbus, Ohio and has a west coast office in Malibu, California. Their current portfolio includes approximately 15,300 student housing beds and nearly 3,500 conventional apartment units across the country, with assets under management totaling over $1.5 billion. Other than with regard to the RSE Coastal Village Controlled Subsidiary, neither our Manger nor we are affiliated with Coastal Ridge.

 

Pursuant to the agreements governing the RSE Coastal Village Investment (the “RSE Coastal Village Operative Agreements”), our consent is required for all major decisions regarding the RSE Coastal Village Controlled Subsidiary. In addition, pursuant to the RSE Coastal Village Operative Agreements, we are entitled to receive an economic return of 10.50% per annum on our RSE Coastal Village Investment, with 6.0% paid current in years 1-3, 7.0% paid current in year 4, 8.0% paid current in year 5, and the remainder accrued. In addition, an affiliate of our sponsor earned an origination fee of approximately 1.5% of the RSE Coastal Village Investment, paid directly by the RSE Coastal Village Controlled Subsidiary.

 

The Coastal Village Apartments Property, which is held through CV Fort Myers Borrower, LLC, a wholly-owned subsidiary of the RSE Coastal Village Controlled Subsidiary, was acquired for a purchase price of approximately $44,000,000. Coastal Ridge anticipates additional hard costs of approximately $1,727,000 to perform exterior, common area, and unit improvements. The unit upgrades are expected to be rolled out over 24 months beginning in the summer of 2019 and are projected to include LVT (Luxury Vinyl Tile) flooring in the common area, quartz countertops, stainless steel appliances, and new entertainment centers. Additionally, soft costs and financing costs of approximately $1,710,00 are anticipated, bringing the total projected project cost for the Coastal Village Apartments Property to approximately $47,437,000.

 

Simultaneous with the closing of the RSE Coastal Village Investment, senior financing was provided through an initial $29,920,000 senior secured loan from the Canadian Imperial Bank of Commerce (“CIBC”) (the “Coastal Village Senior Loan”). The loan features a five-year term at a LIBOR + 200 floating interest rate with three years interest only. The loan contains one 12-month extension option, subject to certain conditions. The Coastal Village Senior Loan contains a provision allowing for up to $2,000,000 of additional proceeds to be provided by CIBC for renovation purposes. The interest only period for the Coastal Village Senior Loan also extends to all five years if the loan-to-value, or the LTV ratio, is less than or equal to 65% after year three. As of the closing date, in aggregate with the RSE Coastal Village Investment, the RSE Coastal Village Controlled Subsidiary features an LTV of 83.5%. The combined LTV ratio is the amount of the Coastal Village Senior Loan plus the amount of the RSE Coastal Village Investment, divided by the purchase price of the property. We generally use LTV for properties that are generating cash flow. There can be no assurance that the LTV ratio will not vary at points over the course of ownership.

 

The Coastal Village Apartments property is a 200-unit (799-bed) student housing complex in Fort Myers, Florida near Florida Gulf Coast University. As of April 16, 2018, the property is 95.5% occupied. The property was constructed in 2004 and consists of 18 three-story buildings. The build is of concrete block and wood frame.

 

 

 

 

The Fort Myers market presents a strong opportunity arising from a growing nearby university (Florida Gulf Coast University) and a lack of student housing options. Florida Gulf Coast University has been growing at a rate that outpaces the supply of new student housing and developable land is scarce near the school.

 

 

Safe Harbor Statement

 

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our Offering Statement on Form 1-A dated May 11, 2017, filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and prospectus supplements filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FUNDRISE REAL ESTATE INVESTMENT 
  TRUST, LLC 
       
  By:  Fundrise Advisors, LLC 
  Its:  Manager 
       
  By:  /s/ Bjorn J. Hall 
  Name:  Bjorn J. Hall 
  Title:  General Counsel 

 

Date: July 6, 2018