253G2 1 v432558_253g2.htm 253G2

Filed Pursuant to Rule 253(g)(2)
File No. 024-10504

 

FUNDRISE EQUITY REIT, LLC

 

SUPPLEMENT NO. 3 DATED FEBRUARY 23, 2016
TO THE OFFERING CIRCULAR DATED JANUARY 5, 2016

 

This document supplements, and should be read in conjunction with, the offering circular of Fundrise Equity REIT, LLC (“we”, “our” or “us”), dated January 5, 2016, as previously supplemented, and filed by us with the Securities and Exchange Commission (the “Commission”) on January 6, 2016 (the “Offering Circular”). Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.

 

The purpose of this supplement is to provide updated disclosure regarding:

 

·Prior Performance Summary; and
·Appendix A -- Prior Performance Tables.

 

General Explanatory Statement to Prior Performance Disclosure

 

We are filing the following portions of this supplement to our Offering Circular in order to update the prior performance disclosure through the end of fiscal year 2015. In addition, we have modified the approach we used in preparing the prior performance tables, as we believe that the prior approach was overly conservative in that it did not include investments made by our sponsor and certain of its affiliates, which were on substantively the same terms and pari passu to the investments made by unaffiliated investors in the Prior Programs.

 

PRIOR PERFORMANCE SUMMARY

 

The information presented in this section represents the historical operating results for our sponsor and the experience of real estate programs sponsored by our sponsor, which we refer to as the “prior real estate programs.” Investors in our common shares should not assume that they will experience returns, if any, comparable to those experienced by investors in our sponsor’s affiliated prior real estate programs. Investors who purchase our common shares will not thereby acquire any ownership interest in any of the entities to which the following information relates.

 

The returns to our shareholders will depend in part on the mix of assets in which we invest, the stage of investment and our place in the capital structure for our investments. As our portfolio may not mirror the portfolios of our sponsor’s affiliated prior real estate programs in any of these respects, the returns to our shareholders may vary from those generated by our sponsor’s affiliated prior real estate programs. The prior real estate programs were conducted through privately-held entities that were not subject to the fees and expenses associated with this offering or many of the laws and regulations to which we will be subject. In addition, our sponsor is a self-managed, privately-held company with an indefinite duration. As a result, you should not assume the past performance of our sponsor or the prior real estate programs described below will be indicative of our future performance.

 

Overview of Our Sponsor

 

Our sponsor is a privately-held company that operates as a real estate investment and lending platform. Our sponsor was formed in March 2012 to (i) establish the on-line real estate funding vehicle that is today the Fundrise Platform and (ii) engage in the business of investing in and managing commercial real estate debt and commercial real estate equity securities. In April 2014, our sponsor closed its Series A funding round, pursuant to which it raised net proceeds of approximately $24.5 million.

 

 
 

 

For purposes of this prior performance summary, our sponsor views its prior programs (collectively, the “Programs”) as falling into two categories: (i) investment opportunities with respect to which it is not an issuer and is only acting as a facilitator by permitting issuers to list their projects on the Fundrise Platform (“Facilitated Program”) and (ii) investment opportunities originated by our sponsor for which it or its affiliates serve as the issuer (“Originated Program”). The sponsor wound down its Facilitated Program business in July 2014, at which time it commenced its Originated Program.

 

With respect to its Originated Program, our sponsor’s primary investment objectives are similar to ours. Our sponsor seeks to produce attractive risk-adjusted returns by targeting debt and equity investments with significant potential value creation but below the radar of institutional-sized investors. In contrast, returns typically associated with core real estate properties in major gateway markets, and stabilized trophy assets have generally become over-priced in the a pursuit of safety over value. We believe that our investment strategy, combined with the experience and expertise of our Manager’s management team, will provide opportunities to originate investments with attractive long-term equity returns and strong structural features with local, joint venture real estate companies, thereby taking advantage of changing market conditions in order to seek the best risk-return dynamic for our shareholders.

 

The profitability and performance of our sponsor’s business is a function of several metrics: (i) growth of assets under management; (ii) growth in the number of projects listed on the Fundrise Platform; and (iii) overall returns realized on invested capital. The credit quality of our sponsor’s investments, the diversification of its portfolio and the underwriting and portfolio management capabilities of our sponsor’s management team, who also serve as our Manager’s management team, are additional key factors in the performance of our sponsor’s business. Since the final closing of its Series A funding round in October 2014, our sponsor has grown its assets under management in the Originated Program by more than 3,000% (from $2.0 million to $60.4 million).

 

Our Sponsor’s Prior Investment Programs

 

Overview

 

As of December 31, 2015, our sponsor had facilitated or originated approximately 66 real estate assets in both Programs with aggregate purchase prices of approximately $3.1 billion. Of the $3.1 billion aggregate real estate purchase prices, our sponsor offered through its Programs approximately $67.0 million, consisting of approximately $16.3 million of commercial real estate loan assets, $47.2 million of investments in commercial real estate (through majority-owned subsidiaries with rights to receive preferred economic returns), and $3.5 million of commercial real estate common equity investments. The portfolios included in the Programs are diversified by investment size, security type, property type and geographic region. As a result of the depth and thoroughness of its underwriting process, the extensive investing experience of its management team and its strong performance record in managing a diverse portfolio of assets, we believe our sponsor has earned a reputation as a leading real estate manager, which has allowed it to access funding from a broad base of investors.

 

Seven of the assets in certain of the multi-asset issuers within the Originated Program have been repaid totaling approximately $6.0 million of loan commitments, and four assets in certain of the single-asset issuers within the Originated Program have been repaid totaling approximately $1.9 million, for a total of $7.9 million of repayments, with a gross weighted average annualized return on investment of approximately 13.4% (or 12.9% net of fees) for Project Dependent Notes, and approximately 13.1% (or 12.6% net of fees) for the entirety of the Originated Program. In addition, none of the multi-asset issuers within the Originated Program have sold all of their assets.

 

Facilitated Programs

 

The initial business of our sponsor was providing investors who accessed the Fundrise Platform with pre-screened real estate assets sponsored by third party issuers. Under the Facilitated Program, our sponsor was not originating, funding the real estate assets nor was it the issuer of the securities being offered on its platform. Under the Facilitated Program, our sponsor facilitated capital raises for real estate assets with aggregate purchase prices of $0.1 billion, of which $6.6 million was offered and facilitated on our sponsor’s platform consisting of $6.4 million in subordinated real estate asset programs and $200,000 in senior secured loans.

 

 
 

 

Originated Program

 

The Originated Program was launched in July 2014. Our sponsor and its affiliates were responsible for origination, due diligence, structuring, closing, acquiring, and asset management of all investments and loans made under the Originated Program. As of December 31, 2015, our sponsor made loans or investments on real estate assets with aggregate purchase prices of $3.0 billion. Of the $3.0 billion aggregate purchase price of these real estate assets, our sponsor originated and offered a total of $60.2 million of the capital provided for acquiring or developing these assets in conjunction with the Originated Program. Of the $60.2 million of capital offered by our sponsor, $47.2 million consisted of investments in commercial real estate (through majority-owned subsidiaries with rights to receive preferred economic returns), and $13.0 million consisted of senior loans. Through December 31, 2015, the Originated Program consisted of twelve issuers, of which nine held single assets and three held multiple assets. As of December 31, 2015, the issuer entities comprising the Originated Program had over 1,000 investors.

 

As of December 31, 2015, the Originated Program consisted of 40 real estate assets that are comprised as follows: 18% first mortgage loans, 82% investments in commercial real estate (through majority-owned subsidiaries with rights to receive preferred economic returns), and 0% mezzanine loans.

 

As of December 31, 2015, the portfolio of assets in the Origination Program was diversified across property types and geographic areas as shown in the following charts.

 

 
 

 

Loan Portfolio by Collateral Type   Loan Portfolio by Geographic Location
     
     

 

 

Factors Differentiating Us from Prior Investment Programs

 

While our investment objectives are similar to those of each of the Programs, the risk profile and investment strategy of each of the prior Programs differs from ours. Our sponsor’s Facilitated Program (which is no longer operational) provided investors on the Fundrise Platform with access to discrete real estate investment opportunities from third-party sponsors. In July 2014, our sponsor suspended the Facilitated Program and began the Originated Program. Our sponsor’s Originated Program took advantage of the then-current market dislocation in the commercial real estate debt markets by directly originating loans and equity with improved structures and enhanced estimated risk-adjusted returns. Each of the issuers affiliated with our sponsor within the Originated Program issued Project Dependent Notes (defined below). With respect to each issuer, our sponsor originated investments that were either collateralized or backed by real estate assets and then offered investors the opportunity to invest in the economic performance of these real estate assets through the issuance of derivative debt that is wholly dependent upon the performance of such individual real estate asset. Our sponsor refers to these derivative debt instruments as “Project Dependent Notes”. We expect to acquire a similar asset portfolio to what has been originated in the Originated Program, however we intend to take advantage of profit and loss sharing in the underlying asset, and employ leverage to enhance estimated risk-adjusted returns relative to the Originated Program portfolio. Furthermore, the Originated Program offered identified single or multiple asset investment opportunities, whereas we are structured to be a diversified pool of multiple assets that will not be identified in advance. Unlike the Originated Program, shareholders will not have the ability to select their own investments, and instead our Manager will select assets based on our investment criteria.

 

Additional Information

 

Please see the tables under “Prior Performance Tables” in Appendix A to this offering circular for more information regarding our sponsor’s prior performance.

 

 
 

 

APPENDIX A:

 
PRIOR PERFORMANCE TABLES

 

The following prior performance tables provide information relating to the real estate investment programs sponsored by Rise Companies Corp., our sponsor, and its affiliates, collectively referred to herein as the “Prior Programs”. These Prior Programs focus on originating and/or facilitating investments in commercial real estate debt and equity securities. The general investment objectives for all Prior Programs include providing investors with (i) exposure to investment in commercial real estate-related securities with favorable risk-adjusted returns and (ii) current income.

 

Our sponsor views its Prior Programs as falling into two categories: (i) investment opportunities with respect to which it is not an issuer and is only acting as a facilitator by permitting issuers to list their projects on the Fundrise Platform (“Facilitated Program”) and (ii) investment opportunities originated by our sponsor for which it or its affiliates serve as the issuer (“Originated Program”). Through December 31, 2015, the Originated Program consists of twelve issuers, of which nine held single assets and three held multiple assets.

 

Each of the issuers affiliated with our sponsor within the Originated Program issued Project Dependent Notes (defined below).  With respect to each issuer, our sponsor originated loans that were either collateralized or backed by real estate assets and then offered investors the opportunity to invest in the economic performance of these real estate assets through the issuance of derivative debt that is wholly dependent upon the performance of such individual real estate asset.  Our sponsor refers to these derivative debt instruments as “Project Dependent Notes”.

 

This information should be read together with the summary information included in the “Prior Performance Summary” section of the Offering Circular.

 

Investors should not construe inclusion of the following tables as implying, in any manner, that we will have results comparable to those reflected in such tables. Distributable cash flow, federal income tax deductions or other factors could be substantially different. Investors should note that by acquiring our shares, they will not be acquiring any interest in any prior program.

 

Description of the Tables

 

All information contained in the Tables in this Appendix A is as of December 31, 2015. The following tables are included herein:

 

Table I —   Experience in Raising and Investing Funds
     
Table III —   Annual Operating Results of Prior Real Estate Programs
     
Table V —   Sales or Disposals of Assets
     
Table VI —   Acquisition of Assets

 

 
 

 

Explanatory Statement

 

The following table has been updated in order to take into account amounts offered and raised from both non-affiliates and affiliates of our sponsor, instead of simply the amounts offered and raised from non-affiliates, as well as to update the information presented through December 31, 2015.

 

TABLE I

EXPERIENCE IN RAISING AND INVESTING FUNDS

(UNAUDITED)

 

Table I presents information showing the experience of the Sponsor and affiliates in raising and investing funds for Prior Programs. Information is included for offerings with similar investment objectives that have concluded through December 31, 2015. Information is provided as to the manner in which the proceeds of the offerings have been applied. Also set forth is the timing and length of these offerings and information pertaining to the time period over which the proceeds have been invested. All figures are as of December 31, 2015.

 

   Originated   Facilitated 
   Program (1)   Program 
         
Dollar Amount Offered  $60,166,000(2)  $6,606,000 
Percentage Amount Raised   100%   100%
Less Offering Expenses:          
Selling Commissions       N/A 
Organizational Expenses       N/A 
Other       N/A 
Reserves       N/A 
Percent available for investment   100%   N/A 
Acquisition Costs:          
Prepaid items and fees related to acquisition of investments       N/A 
Cash Down Payment       N/A 
Acquisition Fees       N/A 
Other       N/A 
Total Acquisition Cost       N/A 
Percent leverage (mortgage financing divided by total acquisition cost)   0%   N/A 
Date Offering Began   7/25/2014 – 12/31/2015    N/A 
Length of Offering (In Months)   0    N/A 
Months to invest 90 percent of amount available for investment (measured from the beginning of offering)   0    N/A 

 

(1)   The Originated Program is comprised of twelve issuers that issued Project Dependent Notes. All assets were pre-funded by the Sponsor so offering proceeds were invested immediately upon closing of the offering.
     
(2)   The total dollar amount offered represents the investments which have been offered by our Sponsor or its affiliates under the Project Dependent Note Program through December 31, 2015. The Sponsor raised $53,136,800 through offering series of Project Dependent Note, and co-invested (together with its affiliates) $7,029,200 into the Originated Program. The Sponsor’s co-investment represents 11.68% of the dollar amount offered.

 

 
 

 

Explanatory Statement

 

The following table has been updated in order to take into account amounts offered and raised from both non-affiliates and affiliates of our sponsor, instead of simply the amounts offered and raised from non-affiliates, as well as to update the information presented through December 31, 2015.

 

TABLE III

OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)

 

Table III sets forth the combined operating results of the issuers comprising the Originated Program for real estate assets closed and offered on the Fundrise Platform during the six quarters ended December 31, 2015, September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014, and September 30, 2014. There were no operations prior to July 2014. Amounts are rounded to nearest 000’s.

 

Originated Program

 

   Q4 2015   Q3 2015   Q2 2015    Q1 2015   Q4 2014   Q3 2014 
                         
Gross Revenues  $1,733,000   $1,414,000   $816,000   $387,000   $125,000   $24,000 
Profit on Sale of Properties                        
Less: Operating Expenses:                              
Interest expense                        
Real estate properties — operating expenses                        
Servicing Fees — related party [1]   21,000    8,000    2,000    4,000         
Fund raising fees and other joint venture costs                        
Impairment on operating real estate                        
Provision for loan losses                        
General and administrative                        
Auditing and professional fees                        
Other general and administrative                        
                               
Total general and administrative                        
Depreciation and amortization                        
                               
Total expenses   21,000    8,000    2,000    4,000         
Income/(loss) from operations   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
Equity in (loss)/earnings of unconsolidated ventures                        
Unrealized gain/(loss) on investments and other                        
Realized gain on investments and other                        
                               
Income/(loss) from continuing operations   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
Income from discontinued operations                        
Gain on sale of joint venture interest                        
                               
Consolidated net income (loss)   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
Net income (loss) attributable to the non-controlling interests                        
                               
Net (loss) income   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
Taxable Income   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
From Operations   1,731,000    1,406,000    814,000    383,000    125,000    24,000 
From Gain on Sale                        
Cash Generated From Operations [2]   5,450,000    1,164,000    2,347,000    1,675,000    43,000    8,000 
Cash used in investing activities   [3] (3,810,000)    (16,575,000)   (23,115,000)   (7,986,000)   (6,645,000)   (2,035,000)
Cash Generated from financing   3,810,000    16,575,000    23,115,000    7,986,000    6,645,000    2,035,000 
activities                              
Total Cash Generated   5,450,000    1,164,000    2,347,000    1,675,000    43,000    8,000 
Less Cash Distributions to Investors:                              
From Operating Cash Flow   (1,110,000)   (864,000)   (447,000)   (275,000)   (43,000)   (8,000)
From Sales and Refinancing                        
From Other [4]   (4,340,000)   (300,000)   (1,900,000)   (1,400,000)        
Cash Generated (Deficiency) After Cash Distributions to Investors                        
Less Special Items (not including sales and refinancing)                        
Cash Generated (Deficiency) After Cash Distributions and Special Items                        

 

[1] This servicing fee varied for the duration of the Originated Program between 0.00% and 0.50% annually based on invested proceeds. These amounts include related party servicing fees paid by affiliates of the sponsor for the servicing of the investments.

[2] Cash generated from operations differs from net income generated from operations as a result of payment-in-kind (“PIK”) interest, which is recognized in net income for purposes of GAAP when it is earned, but is generally paid only upon redemption of an investment as well as full and partial principal payment redemptions.

[3] The cash used in investing activities in Q4 2015 represents a partial quarter of activity because the sponsor ceased continuation of the consolidated Originated Program of Project Dependent Notes in favor of the real estate investment trusts.

[4] This amount represents redemptions of principal invested. The principal redemptions are either fully or partially redeemed.

 

 
 

 

Explanatory Statement

 

The following table has been updated so that the information presented is through December 31, 2015.

 

TABLE V

SALES OR DISPOSALS OF ASSETS

(UNAUDITED)

 

This Table sets forth summary information on the Project Dependent Notes and the properties underlying the loans in the Originated Program that were repaid through December 31, 2015.

 

Originated Program

 

       

Selling Price, Net of Closing Costs and GAAP

Adjustments

             
              Purchase       

Cost of Properties

Including Closing and
Soft Costs

     Excess
(Deficiency)
of Property
 
        Cash     Money  Adjustments        Total     Operating 
        Received  Mortgage  Mortgage  Resulting        Acquisition     Cash 
        Net of  Balance  Taken  From     Original  Cost,     Receipts 
    Date Date of Closing  at Time  Back By  Application     Mortgage  Closing and     Over Cash 
Property Location Acquired Sale Costs (1)  of Sale  Program  of GAAP  Total (1)  Financing  Soft Cost (1)  Total(1)  Expenditures 
                                  
Westhampton Beach NY September 2014 April 2015  1,066,791            1,066,791      1,066,791   1,066,791    
Seattle WA December 2014 March 2015  1,443,900            1,443,900      1,443,900   1,443,900    
Santa Monica CA April 2015 May 2015  190,000            190,000      190,000   190,000    
Brooklyn NY January 2015 August 2015  313,350            313,350      313,350   313,350    
Denver CO December 2014 June 2015  796,917            796,917      796,917   796,917    
Atlanta GA June
2015
October 2015  933,250            933,250      933,250   933,250    
Washington DC January 2015 October 2015  1,407,050            1,407,050      1,407,050   1,407,050    
Brooklyn NY January 2015 October 2015  542,333            542,333      542,333   542,333    
Washington DC November 2014 November 2015  572,297            572,297      572,297   572,297    
Brooklyn NY November 2014 December 2015  276,597            276,597      276,597   276,597    
Brooklyn NY October 2014 December 2015  999,834            999,834      999,834   999,834    

 

(1)   Represents the aggregate principal amount of Project Dependent Notes.

 

 
 

 

Explanatory Statement

 

The following table has been updated so that the information presented is through December 31, 2015.

 

TABLE VI

ACQUISITION OF ASSETS

(UNAUDITED)

 

This Table sets forth summary information on the properties held by majority-owned subsidiaries or that are collateral for (or back) the loans originated by the Sponsor through the Originated Program as of December 31, 2015. Each of such properties or loans constitutes the source of payment for the Project Dependent Notes.

 

Property   Location   Type of 
property
  Date of 
purchase
 

Gross

leasable
square
footage

   

Mortgage

financing
at date of
purchase

   

Cash down

Payment(1)

   

Contract

purchase
price plus
acquisition
fee (1)

   

Other cash

expenditures
expensed

   

Other cash

expenditures
capitalized

   

Total

acquisition
cost (1)

 
                                                       
Miami   FL   Mixed-use   July 2014     13,353     $     $ 135,000     $ 135,000     $     $     $ 135,000  
Seattle   WA   Residential   July 2014     3,300             250,000       250,000                   250,000  
Westhampton Beach   NY   Residential   September 2014     3,500             1,000,000       1,000,000                   1,000,000  
Washington   DC   Residential   September 2014     37,279             650,000       650,000                   650,000  
Brooklyn   NY   Residential   October 2014     15,600             875,000       875,000                   875,000  
Brooklyn   NY   Residential   October 2014     3,600             250,000       250,000                   250,000  
Washington   DC   Residential   October 2014     3,788             380,000       380,000                   380,000  
Washington   DC   Residential   November 2014     19,000             500,000       500,000                   500,000  
Seattle   WA   Residential   December 2014     30,400             1,000,000       1,000,000                   1,000,000  
Seattle   WA   Mixed-use   December 2014     8,800             1,400,000       1,400,000                   1,400,000  
Denver   CO   Mixed-use   December 2014     60,526             1,000,000       1,000,000                   1,000,000  
Charlotte   NC   Commercial   December 2014     75,000             1,240,000       1,240,000                   1,240,000  
Brooklyn   NY   Mixed-use   January 2015     22,500             300,000       300,000                   300,000  
New York   NY   Commercial   January 2015     2,232,984             2,000,000       2,000,000                   2,000,000  
Washington   DC   Residential   January 2015     5,535             1,315,000       1,315,000                   1,315,000  
Brooklyn   NY   Mixed-use   January 2015     84,000             500,000       500,000                   500,000  
Bend   OR   Residential   March 2015     188,028             1,000,000       1,000,000                   1,000,000  
Washington   DC   Residential   March 2015     14,148             1,371,000       1,371,000                   1,371,000  
Manassas   VA   Commercial   March 2015     125,452             1,500,000       1,500,000                   1,500,000  
Palm Springs   CA   Residential   April 2015     71,667             1,500,000       1,500,000                   1,500,000  
Santa Monica   CA   Commercial   April 2015     23,557             4,000,000       4,000,000                   4,000,000  
Washington   DC   Residential   April 2015     10,721             965,000       965,000                   965,000  
Morristown   NJ   Commercial   May 2015     411,737             6,000,000       6,000,000                   6,000,000  
Washington   DC   Commercial   May 2015     72,209             2,650,000       2,650,000                   2,650,000  
Los Angeles   CA   Residential   June 2015     4,288             1,200,000       1,200,000                   1,200,000  
Seattle   WA   Residential   June 2015     75,979             2,800,000       2,800,000                   2,800,000  
Tempe   AZ   Commercial   June 2015     10,000             3,100,000       3,100,000                   3,100,000  
Atlanta   GA   Residential   June 2015     38,000             900,000       900,000                   900,000  
Salt Lake City   UT   Residential   July 2015     29,537             2,500,000       2,500,000                   2,500,000  
Washington   DC   Mixed-use   July 2015     5,000             500,000       500,000                   500,000  
Seattle   WA   Residential   July 2015     75,977             3,550,000       3,550,000                   3,550,000  
Brooklyn   NY   Residential   August 2015     100,250             3,400,000       3,400,000                   3,400,000  
Brooklyn   NY   Residential   August 2015     3,494             2,000,000       2,000,000                   2,000,000  
Colorado Springs   CO   Residential   September 2015     140,937             1,000,000       1,000,000                   1,000,000  
Colorado Springs   CO   Residential   September 2015     185,694             750,000       750,000                   750,000  
Denver   CO   Residential   September 2015     19,044             525,000       525,000                   525,000  
Chicago   IL   Commercial   September 2015     43,000             500,000       500,000                   500,000  
Agoura Hills   CA   Residential   September 2015     27,415             1,850,000       1,850,000                   1,850,000  
Los Angeles   CA   Mixed-Use   October 2015     20,232             1,300,000       1,300,000                   1,300,000  
Washington   DC   Residential   October 2015     6,334             270,000       270,000                   270,000  
Washington   DC   Residential   October 2015     21,602             1,600,000       1,600,000                   1,600,000  
Colorado Springs   CO   Residential   November 2015     47,472             265,000       265,000                   265,000  
Colorado Springs   CO   Residential   November 2015     73,680             375,000       375,000                   375,000  

 

(1)   Represents the aggregate principal amount of Project Dependent Notes.