Reg D 506(c) — Lisbon Commercial Real Estate for Accredited US Investors

Disclosure. For US accredited investors only under Reg D 506(c). This page is informational, not an offer. Any commitment requires accreditation verification, KYC/AML, and execution of definitive documents. Targets are estimates. Capital is at risk.

Reg D 506(c) — Lisbon Commercial Real Estate for Accredited US Investors

We raise USD in a Delaware feeder and acquire Lisbon CRE through Portuguese SPVs. Buy right, fix right, lease right — then hold for income or sell when the spread is worth taking. You get US reporting, USD distributions, and a clear FX policy. We handle sourcing, permits, capex, leasing, and exits.

US feeder: Reg D 506(c) Structure: US LP → EU HoldCo → PT SPVs Share classes: USD-hedged & unhedged Focus: Lisbon CRE (resi conversions & street-level retail)

1) Snapshot

Item Outline
Vehicle Delaware LP (Reg D 506(c)) feeding an EU HoldCo that owns Portuguese property SPVs (one SPV per asset).
Strategy Acquire off-market or lightly marketed assets; refurb core systems and interiors; re-lease at market; optional condo split where viable.
Use of Capital Acquisitions, works, professional fees, taxes/transfer costs, contingency, and FX hedging (hedged class).
Currency & FX Assets in EUR. USD-hedged class uses rolling forwards; unhedged class wears EUR. Costs and basis are disclosed in docs.
Target Profile Income + capital gains from repositioning. Distribution start after stabilization; cadence set in the PPM.
Eligibility Accredited US investors; verification required before access to the full pack.
Fees Base management + performance over a pref; full schedule in the PPM. No surprises.
Liquidity Periodic windows with notice; gates may apply to avoid forced sales.

2) How the Structure Works

Capital flow

US LP commits in USD → converts to EUR at the HoldCo → acquires assets via PT SPVs → rents collected in EUR → converted/hedged back to USD for distributions (hedged class) or passed through unhedged.

’40 Act position

We rely on real estate exclusions/exemptions and/or private fund exemptions so this remains a private real estate vehicle. Details are in the legal pack.

3) What We Buy (and What We Skip)

  • We buy: Mispriced buildings with clear title, strong bones, and fixable capex; prime/near-prime retail boxes tied to daily needs; multi-family splits with ARU potential.
  • We skip: AL-dependent theses, heavy structural risks without price offset, and anything where permits look like a knife fight.

4) FX & Share Classes

  • USD-hedged: Rolling forwards on forecast EUR cash flows. Carry and roll cost disclosed. Goal is to keep USD payouts steady.
  • USD-unhedged: Higher potential upside (or downside) from EUR. Cleanest path if the LP wants euro exposure.

5) Risk Controls that Actually Matter

  • Entry discipline: No deal without a real discount or a clear value-add plan that survives tougher comps.
  • Capex control: Fixed-price where possible, layered contingencies, and third-party oversight.
  • Permits & legal: Local counsel and project managers who know how the municipality reads the rules, not how it “should.”
  • Debt policy: Match tenor to works and lease-up; no loan terms that blow up cash flow.
  • Reporting: Monthly works/lease dashboards; quarterly financials; independent audit.

6) Taxes & US LP Considerations

  • US tax-exempt investors: Debt-financed real estate may create UBTI. We can add a blocker when needed.
  • Portugal: Budget for transfer taxes (IMT), stamp duty, and annual IMI. We price these in at underwriting.
  • Forms & reporting: US feeder provides US-friendly reporting; local filings handled at SPV level.

7) Process & Eligibility

  • Confirm accredited status (Reg D 506(c) verification).
  • Receive the pack: PPM, LPA, structure chart, model, pipeline.
  • Sign subs; fund on call date; deployment starts on first closing assets.
  • Distributions begin after stabilization per class terms.

Want USD access to Lisbon CRE with real controls on capex, permits, leasing, and FX? Request the investor pack (PPM, model, pipeline, terms).

Request Access

Disclaimers

  • Not an offer or solicitation. Any offer is made only through definitive documents.
  • Targets are estimates, not promises. You can lose capital.
  • Liquidity is periodic and may be gated to protect the pool.