1-U 1 v450547_1-u.htm 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

 

 

October 13, 2016

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

 

 

FUNDRISE EQUITY REIT, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware   35-2536661

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

1519 Connecticut Ave., Suite 200, Washington, DC 20036

(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)

 

 

Persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

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Item 9. Other Events

 

Net Asset Value as of September 30, 2016

 

As of September 30, 2016, our NAV per common share is $9.55. This NAV per common share shall be effective until December 31, 2016, unless updated by us prior to that time.

 

Components of NAV

 

The following sets forth the calculation of NAV for our common shares:

 

BALANCE SHEET (UNAUDITED)

 

(In thousands, except share and per share amounts)  September 30, 2016 
ASSETS     
Cash and cash equivalents  $445 
Current interest receivable   56 
Real estate debt investments and accrued interest, at fair value   46,146 
Total Assets  $46,647 
      
LIABILITIES     
Accounts payable  $6 
Dividends payable [1]   679 
Settling subscriptions   225 
Due to related party   1,112 
Promissory grid note payable   700 
Total Liabilities  $2,722 
      
NET ASSETS CONSIST OF:     
Fundrise Equity REIT, LLC Members’ Equity:     
Common shares; unlimited shares authorized; 4,597,594 shares issued and outstanding, net of accumulated amortization of deferred offering costs  $44,113 
Accumulated deficit   (44)
Net adjustments to fair value   (144)
NET ASSETS  $43,925 
NET ASSET VALUE PER SHARE, on 4,597,594 shares issued and outstanding [2]  $9.55 

 

[1] This amount does not include accrual for dividends payable that were declared before September 30, 2016 that relate to the fourth quarter of 2016.

[2] The total shares issued and outstanding used in the computation of net asset value per share is the amount of shares immediately prior to redemptions that are processed and effective on September 30, 2016, as the NAV per share price is used to determine the redemption price in certain cases under our redemption plan.

 

On October 13, 2016, the Company announced that its net asset value per share (“NAV”) as of September 30, 2016 is $9.55 per share of our Common Shares. This NAV per common share shall be effective until December 31, 2016, unless updated by us prior to that time.

 

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As described in the section titled “Valuation Policies” of our Offering Circular, our goal is to provide a reasonable estimate of the market value of our shares on a quarterly basis. However, the majority of our assets consist of commercial real estate properties and, as with any commercial real estate valuation protocol, the conclusions reached by us are based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given quarter, our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the quarterly calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in a market transaction, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between quarterly updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.

 

Our internal accountants calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (2) quarterly updates in the price of liquid assets for which third party market quotes are available, (3) accruals of our distributions payable at the end of the quarter related to the current or previous quarters, and (4) estimates of quarterly accruals, on a net basis, of our operating revenues, expenses and fees. In addition, for our September 30, 2016 NAV calculation, our internal accountants engaged an independent third-party to prepare a valuation review report to be used in conjunction with determining our NAV per common share. There can be no assurance that our internal accountants will engage such independent party in connection with future calculations of our NAV per common share.

 

We generally receive financial and other reporting from our borrowers or unconsolidated subsidiaries on a quarterly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, which has been rolled forward through the NAV reporting date for accruals and other items. For investments made within the previous or current quarter where we have not received our first set of reporting data from our investments, our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.

 

The per share purchase price of our Common Shares will continue to be $10 per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $10. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after December 31, 2016, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.

 

Share Redemption Plan Status

 

During the quarter ended September 30, 2016, we redeemed 18,150 common shares pursuant to our share redemption plan.

 

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 January 5, 2016, 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.

 

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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 EQUITY REIT, LLC  
       
  By: Fundrise Advisors, LLC  
  Its: Manager  
       
  By: /s/ Bjorn J. Hall  
  Name: Bjorn J. Hall  
  Title: General Counsel  

 

Date: October 13, 2016

 

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