Private Offering. Reg D Rule 506(c) for Accredited Investors only. Not a public solicitation. Prepared September 2025.
Kinshasa Commercial Real Estate Construction Fund Reg D 506(c)
This USD 100,000,000 private fund channels capital through a United States special purpose vehicle (US SPV) that holds and legally controls operating subsidiaries in the Democratic Republic of Congo. The structure gives investors U.S. law jurisdiction, enforceable shareholder rights, and full oversight of Congolese project companies. All investor onboarding and capital movements meet strict U.S. and international anti-money-laundering (AML), know-your-customer (KYC), and sanctions-screening requirements.
Fund Size
USD 100,000,000 target commitments. Final close subject to board approval.
Minimum Subscription
USD 5,000,000 per investor. Co-invest considered on a deal-by-deal basis.
Focus
Construction of multifamily, mixed-use, and essential commercial assets with pre-lease or credible absorption plans.
Currency and Controls
USD-denominated capital and distributions. Cash flow is routed through regulated U.S. and regional banks with dual sign-off and AML verification.
Why Kinshasa
Structural Demand
Population growth, urbanization, and a thin pipeline of quality assets support rent resilience in targeted districts.
Supply Gap
Limited institutional-grade stock. Basic services, secure title, and reliable utilities remain undersupplied.
USD Rents
Anchor tenants and expatriate demand often transact in USD. Structures can protect distributions from local currency shocks.
Execution Edge
Local delivery depends on hard skills and controls. The fund works with disciplined EPCs, QS, and owner’s reps to lock risk.
Offering Classes
| Metric | Class A | Class B | Class C |
|---|---|---|---|
| Profile | Senior preferred equity. Fixed income style. | Hybrid. Preferred return plus limited upside. | Common equity. Full upside after prefs. |
| Target Annualized Return | 12% preferred, paid quarterly when available | 16% preferred, plus share of profits | 20% to 25% target from residual equity |
| Average Cash-on-Cash | ~12% when stabilized projects distribute | ~16% driven by pref and partial promote | 20%+ if exits or refis outperform |
| Equity Multiple | 2.0x to 2.5x | 2.5x to 3.0x | 3.0x to 4.0x+ |
| IRR Range | 16% to 18% | 20% to 23% | 25% to 35%+ |
| Holding Period | 7 to 12 years | 7 to 12 years | 7 to 15 years |
| Priority | Paid ahead of B and C | Paid after A, ahead of C | Residual after prefs |
| Liquidity | Very low. Transfer rights limited. | Very low. Transfer rights limited. | Locked until exit. Transfer restrictions apply. |
Targets are illustrative and not guaranteed. Distributions depend on asset cash flows, credit approvals, and market conditions.
US SPV Structure and Compliance
All investor subscriptions are into a U.S. limited liability company that qualifies as a special purpose vehicle. This SPV owns and legally controls each DRC project subsidiary. Shareholder agreements, collateral pledges, and cash-control arrangements are governed by New York law. The structure ensures U.S. jurisdiction for disputes and consolidates financial reporting under U.S. GAAP.
Strict AML and KYC
Each investor undergoes independent AML and KYC checks, source-of-funds verification, and global sanctions screening before acceptance of capital calls.
Regulatory Reporting
Compliance with the Bank Secrecy Act, OFAC sanctions programs, and ongoing monitoring of investor profiles and project vendors.
Execution Process
- Screening of title, site, demand, and cost plan.
- Term sheet with share class allocation and security package.
- Full legal, technical, and environmental diligence under U.S. counsel supervision.
- Final investment committee approval and conditions precedent list.
- SPV closing, capital call, and controlled disbursement to DRC subsidiaries.
- Monthly QS valuations, independent engineer inspections, and AML-compliant draw approvals.
- Stabilization, refinancing, or asset sale with proceeds routed back through the U.S. SPV for distribution.
Request the PPM and Data Room Access
Accredited investors can request the Private Placement Memorandum and full compliance package.
Email contact@fgcapitaladvisors.comDisclaimer. This material is for informational purposes only. It is not an offer to sell or a solicitation of an offer to buy securities. Any offer or solicitation will be made only by the Private Placement Memorandum and related documents. All investors must meet Accredited Investor requirements and pass AML and KYC verification. Investments are speculative and involve a high degree of risk, including loss of capital. Jurisdictional restrictions apply.
