Lisbon Commercial Real Estate Fund — Term Sheet

Regulation D 506(c) Notice. General solicitation permitted. Subscriptions will be accepted only from verified Accredited Investors (Rule 501(a)). Verification by independent third party or licensed attorney/CPA is required prior to acceptance. This page is a summary and not an offer to sell or a solicitation to buy any security. Any offering is made solely by the confidential PPM and governing agreements, and is subject to KYC/AML, conflicts checks, and definitive documentation. Interests are unregistered and subject to transfer restrictions. Investing involves risk, including loss of principal.

Investment Vehicle Term Sheet

Delaware feeder with equity into Portugal HoldCos/SPVs for single-family and multifamily acquisitions, renovations, and repositioning across prime and growth corridors.

Strategy Highlights

Strategy Pillars

  • Buy below replacement cost
  • Capex and compliance upgrades
  • Lease-up and NOI growth
  • Target LTV at stabilization: 55–65%

Deal Metrics

  • Minimum investment: $250,000
  • Deal size: €2m–€20m
  • Hold: 3–7 years by strategy
  • Target IRR (net): 10–14%

Target Sub-Markets

Core prime: Estrela Lapa, Príncipe Real, Avenidas Novas, Alvalade, Campo de Ourique.

Growth corridors: Marvila Beato, Alcântara, Arroios, Penha de França, Graça.

Family/newer stock: Parque das Nações, Lumiar Telheiras, Benfica.

Projected Returns

  • Net IRR: 10–14%
  • Cash yield: 5–6% at stabilization
  • Equity multiple: 1.6x–2.0x
  • Hold horizon: 5–7 years (deal-dependent)

Targets are illustrative; results depend on entry pricing, scope, leverage, operating execution, and exit conditions.

Indicative Term Sheet

Investment Focus Lisbon residential (single-family and multifamily): acquisitions, value-add renovations, repositioning, and condo block buy-outs where feasible.
Offering Structure
  • Issuer: Delaware SPV (LLC or LP) as feeder/holding entity.
  • Operating Subsidiaries: Portugal HoldCo with property-owning SPVs and a local property management subsidiary.
  • Use of Proceeds: Equity for acquisitions, capex, fees, working capital, and reserves.
Investment Strategy
  • Buy-to-Rent: Acquire below replacement cost, execute capex, stabilize, and hold for income.
  • Fix-and-Hold / Fix-and-Sell: Interior/common-area upgrades, compliance works, and lease-up.
  • Repositioning: Layout improvements, energy upgrades, NOI growth subject to permits.
  • Leverage: Senior bank debt at asset level targeting 55–65% LTV at stabilization.
  • Hold Period: 3–5 years (reno/sell) or 5–7 years (income holds).
Investment Security
  • Jurisdictions: US issuer under Delaware law; Portuguese subsidiaries under Portugal law.
  • Title and Closing: Public deed and registration at Conservatória do Registo Predial; escrow or notary trust accounts for funds release.
  • Controls: Independent valuation, technical due diligence, drawdowns tied to work progress.
Capital Calls & Currency Subscriptions pay in USD to the Delaware SPV; the SPV converts to EUR for acquisitions. FX hedging may be employed at the manager’s discretion.
Minimum Investment $250,000 per investor (indicative). Typical deal sizes €2m–€20m.
Projected Returns Value-add targets: 10%–14% net IRR, 5%–6% stabilized cash yield, 1.6x–2.0x equity multiple over 5–7 years.
Fees Management fee and performance fee with an 8% preferred return. Deal-level acquisition and asset management fees may apply (see PPM for full schedule).
Distributions & Tax Standard private equity real estate waterfall (return of capital, preferred return, catch-up). US investors receive a Schedule K-1. Tax treatment varies by investor.
Eligibility & 506(c) Verification
  • US Accredited Investors only as defined in Rule 501(a).
  • Rule 506(c) offering: general solicitation permitted; verification required before acceptance.
  • Verification methods: independent third-party service or licensed attorney/CPA letter; income/net-worth documentation as applicable.
Participation & Transfers Offered and sold only to verified Accredited Investors. Transfers are restricted. No sales to non-accredited investors.
Reporting & Governance Quarterly updates on assets, capex, rents, and financing. Annual audited financials when available. Material decisions per LLC/LP agreement.

This summary is indicative and incomplete. Final terms control only as set out in the PPM, subscription documents, and governing agreements.

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Disclosures. This page does not constitute an offer to sell or a solicitation to buy any securities. Any offering will be made only to verified Accredited Investors pursuant to Regulation D Rule 506(c) and only by means of the confidential PPM and related agreements. The securities have not been registered under the Securities Act of 1933 or state laws and are subject to restrictions on transfer and resale. No assurance is given regarding performance, liquidity, or exit timing. Past performance is not indicative of future results. Prospective investors should consult their legal, tax, and financial advisers. A Delaware SPV is expected to hold equity in Portuguese subsidiaries that own and manage properties in Portugal.