MEMORANDUM DETAILING OFFERING OF NOTES
This Offering Memorandum will be provided to you along with a Securities Agreement
, which details the rights and obligations of the Note you purchase from Groundfloor Properties GA. You acknowledge that you are a resident of Georgia. You acknowledge that this Offering Memorandum, along with the Securities Agreement, has been delivered to you via the Platform, and that you have read and understood it. Together, this Offering Memorandum and the Securities Agreement make one complete and binding agreement.
Groundfloor Properties GA LLC ("Groundfloor Properties GA", "we", or "us") is offering up to $1,000,000 of promissory notes (“Notes”) through a web-based investment platform (“Platform”) owned and operated by Groundfloor Properties GA’s parent company (“Groundfloor Inc.”). The web-based platform connects investors with opportunities to invest in real estate development projects by participating in the financing of those projects. Real estate development projects may range in size from $5,000 to $500,000 and may include any or all of the following: the acquisition of land for development; the acquisition of an existing building; the reconstruction of, or improvements made to, an existing building; construction of a new building; refinancing of an existing property; or any other project that involves land and/or the construction of buildings. Groundfloor Properties GA is an intermediated financing platform. Real estate developers apply to receive a loan from Groundfloor Properties GA to complete their project. We review the application and, and if it meets certain objective criteria, decide whether or not to list the project on the Platform. If a project is listed, investors can review project details and decide whether or not to invest. Investors invest by purchasing Notes. Groundfloor Properties GA uses funds from the sale of Notes to issue a loan to the developer. The developer uses funds from the loan to complete their project, repaying principal and interest to us. Groundfloor Properties GA uses this cash to pay off the Notes sold to investors. Loans are only issued to developers if enough investors have committed to fund the entire amount through purchasing Notes. Groundfloor Properties GA may elect, at its discretion, to take a lien on the property to be developed. This will be disclosed on the Platform. We may also elect, at our discretion, to issue Notes with a lien on specific assets in our company. This gives investors a limited, narrowly focused, security interest in these assets. This also provides investors with indirect security from any lien that we hold on the underlying property to be developed. If a Note is secured in this manner, it will be disclosed on the Platform. The rights, limitations, representations, and warranties of a Note, including any security interest, are detailed in the Securities Agreement to be executed with the purchase of any Note. The ability of Groundfloor Properties GA to pay the Notes is dependent entirely upon payments received by developers who receive loans from us. We have no assets other than the loan obligations it has issued.
. This document details important information you should consider before deciding to purchase any securities offered to you. The issuer making this offering is Groundfloor Properties GA LLC (“Groundfloor Properties GA”, “we”, or “us”). We are a Georgia Limited Liability Company located at 3355 Lenox Road, Suite 750, Atlanta GA 30326.
Offering is Not Registered
. The securities being offered have not been registered with the Securities Exchange Commission or the Georgia Secretary of State’s Securities Division. These securities are being offered pursuant to the Invest Georgia Exemption (Rule 590-4-2-.08; Georgia Secretary of State). This offering and any documents connected with this offering have not been filed with, or reviewed by, state or federal regulators. No government authority has expressed an opinion on the merits of this offering.
Offer is made to Georgia Residents Only
. Because this offering is made pursuant to the Invest Georgia Exemption, only residents of Georgia may participate in this offering. No offer or solicitation is being made to anyone who is not a resident of Georgia. Anyone who participates in this offering represents and warrants that they are a resident of Georgia.
Limitations on Investment
. No single purchaser may purchase more than $10,000 of securities unless the purchaser is an Accredited Investor. An Accredited Investor must meet certain income or net-worth requirements. Generally, an Accredited Investor must have income over $200,000 or a net worth over $1,000,000, excluding the value of that individual’s primary residence. If you feel you qualify as an Accredited Investor, please contact us.
Restrictions on Transferability
. Any securities offered are subject to limitations on transferability pursuant to Securities Exchange Commission Rule 147(e) (17 C.F.R. 230.147(e)). Generally, the securities being offered are meant to be held to maturity. No secondary market exists for these securities and we do not plan on creating a secondary market. If you intend to transfer or resell securities you purchase, the provisions of Rule 147(e) require you to hold those securities for a specific period of time. Any transfers you do make may only be made to residents of Georgia. We cannot provide guidance in this case and you should consult an independent investment professional.
Investments are Risky
. All investments carry the risk of loss. While we make every reasonable effort to ensure we have made accurate representations, there is always a chance we will default on our obligations. On the Platform, we have provided and will continue to provide important information on the Notes we offer and the assets that underlie those Notes. We encourage you read that information and ask us any questions you might have. If you cannot bear the risk of loss of your entire investment, you should not invest.
The Groundfloor Properties GA Business Model and Process
Groundfloor Properties GA acts as an intermediary between real estate developers in need of capital and investors seeking investment opportunities in real estate. All transactions occur through a web based platform (“Platform”). The Platform is owned and operated by our parent company, Groundfloor Finance Inc., a Georgia Corporation.
Grounfloor Properties GA takes applications from developers who seek to raise money. We do not perform due diligence. Instead, if a developer meets certain objective criteria, we create project pages where developers can then share details about their project and the financing they require to complete it. We work with developers to structure loan agreements that are appropriate for the project. Once the loan agreement framework is in place, we commence an offering of securities with terms that broadly mirror the terms of the loan agreement. These securities are promissory notes (“Notes”), described in further detail below. If investors believe a given real estate project is a good opportunity, they participate in the financing of that project by purchasing Notes. Investors are under no obligation to invest in any project, and the decision to invest is at the investor’s discretion. The Notes you purchase as an investor will solely correspond to the underlying loan you choose to finance. Put another way, the Notes represent specific projects, and you choose which project you want to finance. We take the proceeds from sale of the Notes to fund the loan to the developer per the terms of the loan agreement. The developer pays the loan, per the terms of the loan agreement, and Groundfloor Properties GA uses that cash to pay the Notes that investors hold. Therefore, payment of the Notes is entirely contingent upon us receiving payment from the loan we have extended to the developer. When Notes are issued they correspond to a particular developer loan. This means that, if you see a particular project you would like to see financed, the Note you purchase will correspond to that developer’s loan only. In this way, we may issue several different series of Notes that correspond to different developer loans.
An important part of the Groundfloor Properties GA model is the process of expressing interest. Once project details are posted to the project page on the Platform, investors can view the project and express interest. Expressing interest is not a purchase of securities. It is an indication that the investor seeks to participate in the offering by purchasing securities. We use the expression of interest to gauge the marketability of any given deal, and we will not fund a developer loan unless sufficient interest exists for us to fully fund it through the sale of Notes. No developer loan is ever funded unless we have sufficient interest in Notes to fund the full amount. If we believe we have enough interest to fund a developer loan, and begin selling Notes but fall short of selling a sufficient number of Notes to fund the developer loan, the loan is cancelled and we will refund the purchase amount of all Notes.
Notes are obligations of Groundfloor Properties GA only. They are not obligations of any real estate developer who receives a loan from us. You are not directly investing in any underlying real estate project. Instead, you are purchasing the Notes we issue, and we in turn finance the real estate project, using a portion of the financing proceeds to pay the Note which you hold. In this way, you are indirectly investing in the underlying real estate project. The Note you hold broadly mirrors the terms of the loan we give to the real estate developer. This means that a specific characteristic like the maturity of the Note is the same as the term of the loan. The real estate developer usually pays slightly more interest to us than we pay on the Note. This spread finances Groundfloor Properties GA’s operations. In many cases, we also charge the developer an origination fee. In some cases, we will take a security interest in the property the real estate developer is seeking financing for. This means that our loan is secured by the property. In such cases, we will issue Notes that are limited recourse, secured by specific assets of Groundfloor Properties GA. This means that your security interest is limited to that asset, and not the general assets of the company. The assets of Groundfloor Properties GA consist solely of the loan obligations various real estate developers have with us. This means that the only thing collateralizing a Note you purchase is the loan obligation that corresponds to that Note. In this way, purchasers indirectly benefit from the security interest we hold in the real property of the developer.
It is possible for the real estate developer to default on its loan. In this case, it may be impossible for Groundfloor Properties GA to pay the Note that corresponds to that loan. Where a developer defaults on a loan issued by us, it is in our best interest to find a solution where the developer has an opportunity to make up missed payments and return principal. Per the Loan Agreement we have with the developer and the Securities Agreement we have with you, we retain the right to exercise our best judgment to mitigate the risk of loss. If we cannot compel the developer to continue payments, we will commence foreclosure proceedings on the property. This means we will assume ownership of the property. Among other options, we may elect to sell the property to another developer to assume the obligations of the defaulting developer and continue payments, or we may sell the property. In the case where we sell the property, we will return funds to investors pro-rata, less our reasonable costs.
We are offering promissory notes (“Notes”), sold at face value in denominations of $10. The Notes are governed by the Securities Agreement, to be executed upon purchase. The Notes are obligations of Groundfloor Properties GA only. Purchasing Notes does not give you any rights against developers who receive a loan from Groundfloor Properties GA and you have no legal privity with a developer who you choose to fund. Please read the Securities Agreement
for further information.
Limited Recourse and Security
. The Notes are limited recourse obligations. This means that your rights to recovery are circumscribed. Your recovery is limited to those assets that secure the Note, and not the general assets of Groundfloor Properties GA. The Note is secured by the particular loan obligation that corresponds to the Note. In many cases, the loan obligation is in turn secured by a lien on the real assets of the developer – typically the underlying property to be developed. In this way, you are indirectly secured by the real estate as well. Because we have a lien on the property, we are able to foreclose in the unlikely case the developer completely defaults on his obligation to us. We will return recovered funds to you, less our reasonable costs. In any case where we do not have a lien on the project you choose to fund, you will be made aware of this before you express interest in the project. In such cases, your Note will be non-recourse only. In cases where we have a second lien on the property, our ability to recover through foreclosure will be diminished, and this will be disclosed to you.
Plan of Distribution
. This is a self-underwritten offering. No broker-dealers or outside salespeople are being used to sell Notes in connection with this offering. All Notes will only be sold by us through the Platform. No purchases will be accepted unless they are made through the Platform. All records will be kept in electronic form. Anyone who desires to purchase Notes must first create an account (“Account”) on the Platform. Creating an Account allows us to ensure you have access to the relevant information concerning the offering. It also allows us to facilitate purchases through the Platform and it allows us to pay interest and principal to purchasers via direct deposit. Purchasers can find all information on the offering, their current purchase status, and any Notes currently held, by accessing their Account on the Platform.
When Notes are offered pursuant to a real estate development project posted on the Platform, investors may express interest in the offering prior to purchasing. Expressing interest is not a purchase. It is a non-binding indication that an investor seeks to participate in the offering once Notes are available to purchase. We use the expression of interest to gauge the marketability of any given deal, and we will not fund a developer loan unless sufficient interest exists for us to fully fund it through the sale of Notes. No developer loan is ever funded unless we have sufficient interest in Notes to fund the full amount. If we believe we have enough interest to fund a developer loan, and begin selling Notes but fall short of selling a sufficient number of Notes to fund the developer loan, the loan is cancelled and we will refund the purchase amount of all Notes.
Once Notes have been purchased, they will be remain in possession of Groundfloor Properties GA and held in electronic form on the Platform on behalf of the purchaser. We will not issue physical certificates for the Notes. Any Notes purchased, including all details for those Notes, will be visible in the investor’s Account. When you create an Account, you will input information for direct deposit. Notes will be paid for in this manner, and interest and principal will be deposited in this manner.
Use of Proceeds
We use proceeds from the sale of Notes to finance the projects you select on the Platform. When you select a specific project to finance, the Note you purchase corresponds to that project. Projects are usually financed through loans that we issue to the developers of those projects. We give 100% of the proceeds of Note sales to the developer. The developer may use some of the funds from the loan it receives from the Note proceeds to pay our fees. We do not collect a fee or take money from the sale of Notes to you. While the entire loan amount is allocated to the developer, the developer does not receive the entire loan amount right away. For your protection, the funds used to finance the developer is placed in an FDIC insured bank account at SunTrust Bank Inc. which we control. From there, the developer submits draw requests. We examine the developer’s request, look to see if milestones have been reached, and then allow the developer to draw more money from the loan. Regardless of how much is drawn, the developer pays interest on the entire loan amount as if it is outstanding from day one. When the developer repays interest and principal, these funds are repaid to the same SunTrust bank account, and from there we disburse the funds to your account as per the repayment terms in the Securities Agreement. We use Balanced Inc.
as our ACH payment service provider.
Like other investments, our Notes carry risk. Because we are a startup company investing in small real estate developers, the risk may be characterized as high risk or speculative. While we endeavor to act reasonably and prudently at all times, only investors who can bear the risk of loss should invest in our Notes. The following are risk factors you should be aware of.
Payments on Notes depend entirely on the payments we receive from borrowers. If we do not receive payment from a borrower on the loan you have chosen to fund, we may not be able to pay the Note you hold which corresponds to that loan. Payments on Notes will be made on a pro rata basis. The failure of a borrower to pay the Note is a default under our Loan Agreement with the borrower, but is not necessarily a default under the Securities Agreement for the Note which you purchase.
The Notes are obligations of Groundfloor Properties GA. The Notes are limited recourse. Any recovery is only limited to the corresponding Loan Agreement that underlies the project you have chosen to fund. In no way do you have any recourse against the underlying borrower and no legal privity is created between you and the underlying borrower. You do not have recourse against the general assets of Groundfloor Properties GA. Like your recovery, your security interest is limited to the corresponding Loan Agreement that underlies the project you have chosen to fund.
The security interest that Groundfloor Properties GA has on the underlying property requires a lien to be filed. There could be problems with the lien, and it may not be recorded property. In such a case, our lien may not be effective, and your security interest in the Loan Agreement may be compromised because the underlying lien does not actually exist. Groundfloor Properties GA does pay for a third party title search and insurance, but we make no representations or warranties that such search and insurance will be effective in mitigating the risk of the lien being ineffective.
We might not take a first lien on the property. If this is the case, we will disclose this to you before you decide to invest. If you do invest in a Note that is not backed by a first lien loan, the risk of the investment is significantly greater, as recovery of any kind is unlikely. If you invest in a project that is unsecured, and the borrower defaults, consider the investment lost.
Borrowers may not view the consequences of defaulting on a Groundfloor loan as seriously as defaulting on a bank loan. They may conduct their business recklessly where they otherwise would not have. While we act reasonably in communicating to the borrower the obligations which they have taken on, we are not responsible for any failure of the borrower, any recklessness or negligence, or any fraudulent behavior.
You do not have the ability to foreclose on the underlying property as an individual. Because you do not have any legal relationship with the borrower, you do not have any rights against the borrower. Only Groundfloor Properties GA has a legal relationship with the borrower, and we retain sole discretion on how to proceed with a borrower that is in a default condition.
You only have limited recourse on your Groundfloor Properties GA Note. This means that, if we default on the Note, your recovery is limited to the Loan Agreement we have with the borrower. This allows us to manage default resolution for you. We represent and warrant that we will act in your best interests in pursuing recovery from a defaulting borrower. We will return 100% of recovered funds to you, less reasonable costs. We believe this will increase the likelihood of recovery by creating an organized and more easily managed default resolution process.
We may not be able to recover any funds if the borrower defaults. If the borrower defaults, we will generally try to resolve the default condition with the borrower. We may allow the borrower to pay later, either by differing interest payments or by extending the maturity of the loan. We may also allow the borrower to repay a portion of the principal amount instead of the total principal outstanding. If we cannot reach an adequate resolution with the borrower, we may foreclose on the property that underlies the loan if the loan is secured by that property. We retain sole discretion as to the adequacy of any resolution. If we foreclose, we endeavor to recover as much of the outstanding principal and interest as possible, using reasonable means and effort. We may not be able to recover the full amount owed in a foreclosure.
We do not underwrite borrowers. We do not express any opinion that a given borrower represents a better credit risk and therefore a better investment than any other borrower. We do perform a base level of diligence on borrowers to ascertain their identity and financial history. We also make commercially reasonable efforts to ensure the information presented by borrowers on the platform is accurate. However, there is always a chance the borrower may make misrepresentations that are presented on the platform as fact. We make no representations or warranties that we are able to verify every borrower representation as fact. Please exercise your own judgment in analyzing this information. The ultimate decision on whether or not to invest in a given borrower is yours and yours alone.
We have provided a comment section on the Groundfloor Platform for you to ask questions. Our hope is that a community will develop where knowledge and due diligence can be shared. Where we feel it is necessary, we will answer questions to the best of our ability, using any information provided to us by the borrower. We are therefore relying on the borrower to provide accurate information, and the borrower may not always provide accurate information.
We are a young company with limited operating history and modest capitalization. There is always a risk we will go out of business even if our borrowers are still current on their loan and thus your Notes are still current and cash flowing. In the case we are going out of business, we will make reasonable efforts to sell the servicing of your Notes to another entity so you are still able to receive interest and principal payments.
Macroeconomic issues may affect the performance of the borrower and the ability of the borrower to repay its obligation to us, and therefore our ability to repay our obligation to you. Macroeconomic conditions may also affect our business outside of the Notes we issue, and could materially impact our business which may further affect our Note obligations.
All funds sit in a bank account we control. This is an FIDC insured account at SunTrust Bank Inc. We do not use this account to fund our operations. Funds in this account are solely used to finance the corresponding borrower loans that you choose to fund on the Platform. There is always a risk that SunTrust may fail. In such a case, we will recover as much of the balance from the FDIC insurance scheme as possible on your behalf. Borrowers / developers will only receive funds from this account per a draw down schedule, and we make reasonable efforts to verify that the information in the draw request is accurate before disbursing funds. It is possible for the borrower to make misrepresentations to us, and for us to disburse funds when we otherwise would not have.
The decision to fund a borrower is ultimately ours. We may accept expressions of interest on a given borrower project, only to cancel the project at our discretion before funding commences. Expressions of interest do not guarantee participation in an investment opportunity. When you make an expression of interest, through pledging or some other means, it does not guarantee that you will participate in the investment opportunity because we retain the right to not proceed with funding a developer. If we do close on funds and decide to cancel the borrower loan before any disbursements are made to the borrower, all funds will be returned to you. If disbursements have been made, we will call the loan, returning amounts that have not been disbursed, and attempt to collect the rest from the borrower if the borrower has been deemed to be in default.
We cannot offer tax advice. Your tax situation may be unique and you should consult your tax advisor if you have questions. An overview of tax information follows:
Groundfloor Properties GA is issuing Notes that pay interest. In most cases, this interest is treated as regular income. It will be reported on a 1099-INT. This will be made available to you before the federally mandated reporting deadline for the tax year in which you made the investment. It will be available for you to view and download in your account on the Platform. We have not made provisions to make Notes IRA eligible. We are unable to offer an opinion on whether the Notes are IRA eligible.
Groundfloor Company Information
Groundfloor Properties GA is a Georgia Limited Liability Company. Our offices are located at 3355 Lenox Road, Suite 750, Atlanta GA 30326. We are a subsidiary of Groundfloor Finance Inc., a Georgia Corporation. You can read more about the Groundfloor Finance Inc. team at www.groundfloor.us. Groundfloor Properties GA was created to act as a Georgia based intermediary, connecting retail investors in Georgia with Georgia real estate investment opportunities. It has the same management team as Groundfloor Finance Inc.