Fairway America Fund VII LP
Open-Ended Fund
Focused on the U.S. Middle Market
Diversified & Flexible
Opportunistic Fund with Broad Investment Mandate
Investment Options
Distribution Period1
Payment Rate
Liquidity/Term
Position
Management Fees
Tax Document
Equity
Note
2 The fixed rate of interest is determined by our Note Schedule, which is periodically updated according to current market conditions. Although our debt offering is senior to our equity offering, interest payments are not guaranteed.
3 Redemptions subject to Manager’s discretion and other limitations
The Fund’s acquisition objectives4 are:
- Adhere to Fairway America’s value investing thesis by acquiring assets at attractive prices to provide the possibility of attractive income returns.
- Invest in primary, secondary, and tertiary markets across the U.S in what we believe to be high-growth, high-demand submarkets.
- Source cash-flowing and value-add assets intended to generate consistent cash flow for investors and capital appreciation over time.
Mechanics & Investment Options
- Anticipated quarterly payments to investors, subject to Fund performance
- Fund pricing established quarterly through Net Asset Valuation process
- Redemption features allow investors to request redemption after a lock-up period
Limited Partners may receive1:
- 100% of distributable cash flow at the Fund level in excess of the annual management fee and other Fund expenses
- Potential depreciation and loss tax benefits associated with investing in real estate
Noteholders may receive2:
- Interest from a fixed rate one, two, or three-year term
- A rate of 8% or higher, interest paid monthly
- Notes are secured by the assets of the Fund and are senior to the equity
Established:
2014
Asset Type:
Equity Focus With Some Debt Investments
Geographic Area:
Nationwide
Equity Lock-up Period:
3 Years
Management Fee:
2.0%
Why Invest in Fund VII?
Fund VII is an open-ended diversified private real estate fund. The Fund’s broad investment mandate allows it to invest across various asset and strategy types, capitalizing on opportunities across market conditions while attempting to hedge risk through the acquisition of many different assets.
- Income types – Fund VII offers investors a combination of the potential for real-time realized income, long-term capital appreciation, and tax benefits associated with investing in private real estate, providing investors with what we believe to be competitive risk-adjusted returns relative to other asset classes
- Fund VII invests in primary, secondary, and tertiary markets across the U.S. in what we believe to be high-growth, high-demand submarkets
- Investor and Manager Alignment: Fairway receives a portion of the profits generated by many of the assets in which the Fund invests, which serves to incentivize performance, thus aligning investor and manager interests at the Fund level.
- Private Equity Real Estate investments are intended to be structured in a tax-efficient manner that may allow some investors to reduce taxable income through depreciation and loss generated at the asset level.5
- Potential inflation hedge
- Low correlation to equity markets
Offering-Related Documents
LP Subscription Booklet – Click to Download
Private Placement Memorandum – Click to Download
Note Holder Subscription Booklet – Click to Download
Compliance Documents
Operations & Controls Procedures – Click to Download
Fairway Privacy Policy & Notice – Click to Download
2023 Fairway Disclosure Brochure – Click to Download
Fairway Proxy Voting-Class Action Policy Notice – Click to Download
2023 Fairway master Disclosure Letter – Click to Download
Investment Risks
This offering is speculative and involves substantial risks. Many of the primary risks of an investment in the Fund are described in more detail in the Fund’s Private Placement Memorandum, which each potential investor should carefully review with their independent legal and financial advisors. Without limitation, some of the key risks involved in investing in the Fund include the general risks of investing in private real estate, illiquidity, lack of diversification, complete loss of capital, default risk, and the risk that the Fund’s investments may not achieve their objectives, as well as the following:
Investment Selection
The success of the Fund’s investment strategy will depend on the management, skill, and acumen of not only the Fund’s GP, but also third-party management of the various opportunities in which the Fund invests. Investors will have no opportunity to select or evaluate in advance any of the Fund’s investments or strategies.
Limited Control Over Sponsors
The Fund itself will have limited control over and insight into the activities of the sponsors with which it invests. The sponsors may make poor investment decisions, actively defraud the Fund and other investors, charge fees that reduce the benefits of a particular investment, and take any number of other actions that could damage the value of the Fund’s investments. The Fund’s ability to accurately evaluate and monitor sponsors’ activities is necessarily limited by the nature of investing in deals and funds managed by others. The Fund may also have a limited ability to redeem or otherwise recover its investments, resulting in a loss of some or all of the Fund’s investments.
Determination of Unit Prices for the Fund
The purchase price of the Units issued by the Fund do not necessarily reflect current market value for the assets proposed to be acquired. The Unit Prices have not been determined at arm’s length and no valuation or appraisal of the potential business has been prepared. In addition, as a result of the Fund’s subscription process, the actual Unit Price an Investor will pay for each Unit will usually not be known at the time the Investor commits to make an investment. Thus, each Investor will be committing to make an investment in an asset, the price of which is unknown at the time of the commitment to make such a purchase, and the actual price paid for Units may be higher than the Investor anticipates.
Availability of and Ability to Acquire Suitable Investments
While the GP believes that many attractive investments of the type in which the Fund may invest are currently available and can be identified, there can be no assurance that such investments will continue to be available, or that available investments will meet the Fund’s investment criteria. Furthermore, the Fund may be unable to find a sufficient number of attractive investment opportunities to meet its investment objectives.
This description of risks is not intended to be comprehensive. Please consider the more complete description of risks outlined in the Fund’s formal offering documents, including the Private Placement Memorandum, before investing.
Disclaimer
Securities offered through North Capital Private Securities, member FINRA/SIPC. North Capital has been appointed as a placement agent for the offering of these securities and will receive transaction fees based upon the successful placement of equity securities for the Fund. NCPS will pay a portion of this amount to Fairway America Capital Markets Group, LLC (“CMG”), an affiliate of Fairway America, as reimbursement for cumulative salaries and direct expenses paid by CMG to registered representatives who are involved in capital raising activities for the Fund.
An investment in the Fund involves significant risks. It is only appropriate for qualified, sophisticated investors that are able to bear the economic risk of a complete loss of their investment in the Fund. Please review the more extensive description of risks outlined in the Fund’s formal offering documents, including the Private Placement Memorandum, before investing.