Urban Catalyst Opportunity Fund I LLC up to $250,000,000 in Common Units

PRIVATE PLACEMENT MEMORANDUM1 Urban Catalyst Opportunity Fund I LLC Up to $250,000,000 in Common Units Sponsored by Urban Catalyst LLC We intend to qualify as a qualified opportunity fund, though there is no guarantee that we will so qualify or that any investor would be able to realize any particular tax results by making an investment in us. Our ability to be treated as a qualified opportunity fund is subject to considerable uncertainty. The qualified opportunity zone rules were recently enacted, and there are limited implementing regulations and Internal Revenue Service guidance. It is possible that we may fail to meet the requirements to be treated as a qualified opportunity fund, and there can be no guarantee that any investor will realize any tax advantages of investing in a qualified opportunity fund as a result of an investment in us. Urban Catalyst Opportunity Fund I LLC (the “Fund”) is a recently organized Delaware liMited liability company forMed to originate, invest in and Manage a diversified portfolio of comMercial real estate properties, joint venture equity investMents, and other real-estate related assets that are compelling from a risk-return perspective, located in “qualified opportunity zones” (“Opportunity Zones”), as designated by the 2017 H.R. 1, known as the Tax Cuts and Jobs Act (the “TCJA”). We intend to focus particularly on Multifamily rental units, hotels, assisted living, memory care, student housing, retail, and office buildings located in Opportunity Zones in the west coast of the United States, with a priMary focus on Northern California, priMarily downtown San Jose (collectively, the “Target Properties”). The Fund initially seeks up to $250,000,000 in investor capital (the “Initial Offering”), which will provide us with the equity required for land acquisition, pre-entitlement development, and entitlements in connection with our Target Properties (the “EntitleMent Period”). As of the date of this private placeMent MeMoranduM, the Fund has raised approxiMately $58 Million in the Initial Offering. After the coMpletion of the Initial Offering, we expect to undertake one or More of the following in order to finance the development of our projects after the Entitlement Period (the “Post-EntitleMent Period”): (i) utilize third-party equity and debt financing and/or (ii) seek up to an additional $250,000,000 in investor capital in one or More non-capital gains offerings (each, a “Post-EntitleMent Offering”). We expect that any Post-EntitleMent Offering will be on terMs that are siMilar to those in the Initial Offering, but at a higher price per unit to reflect both potential increases in valuations of our projects and the work undertaken during the Entitlement Period. In addition, we May create a different class of units to reflect the terms of any Post-EntitleMent Offering. At a future date, we intend to provide investors with an aMended private placeMent 1 This Private PlaceMent MeMoranduM, dated as of February 24, 2020, supersedes in all respects the Private PlaceMent MeMorandum of the Fund, dated as of August 28, 2019. ACTIVE/101978043.3 memorandum which will provide further details regarding any Post-EntitleMent Offering, as well as provide updates on our investMents. The Fund is externally Managed by Urban Catalyst Manager LLC (our “Manager”), which is wholly-owned by Urban Catalyst LLC (our “Sponsor”). We have forMed, and are a Member of, Urban Catalyst Operating Partnership LLC, a Delaware liMited liability company, to hold our assets (our “Operating Partnership”). The Operating Partnership and the Fund have entered into an Investment ManageMent AgreeMent with our Manager, pursuant to which our Manager Manages all aspects of the Fund and Operating Partnership. Our Sponsor owns and operates our website www.urbancatalyst.com. Our Sponsor coMbined with our Manager and ManageMent staff (“Urban Catalyst”) allow investors to become equity holders in real estate opportunities. Our Manager intends for the Fund to be classified as a partnership for U.S. federal incoMe tax purposes. However, we May select an alternative tax classification if, for exaMple, we deterMine that another classification may be more appropriate in order to satisfy the requireMents for qualification as a “qualified opportunity fund” under the TJCA (“Opportunity Fund”) contained in future Opportunity Fund guidance. Except as otherwise explicitly noted below, the discussion in this private placement Memorandum (“PPM”) assumes that we will be classified as a partnership for U.S. federal income tax purposes. You should review the discussion of “U.S. Federal IncoMe Tax Considerations” below regarding our tax classification and certain other tax considerations relating to an investment in the Fund. We are currently offering up to $250,000,000 in our coMMon units, which represent liMited liability coMpany interests in the Fund, only to “accredited investors” at $10.00 per unit in a private placeMent pursuant to Section 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Investors have in the past received, and will continue to be entitled to receive, bonus comMon units pursuant to the chart below, depending on the date such investor has comMitted to purchasing our comMon units: If investor commits to purchase by*: Bonus Units Awarded (% of amount purchased) January 31, 2020 8.00% February 29, 2020 7.00% March 31, 2020 6.00% April 30, 2020 5.00% May 31, 2020 4.00% June 30, 2020 3.50% July 31, 2020 3.00% August 31, 2020 2.50% SepteMber 30, 2020 2.00% October 31, 2020 1.50% NoveMber 30, 2020 1.00% DeceMber 1, 2020, and thereafter 0.00% * Investors who placed their investMent into the Fund on or before December 31, 2019, will receive another 8.50% bonus units in addition to the bonus units they received in 2019, if any; as a result, total bonus units for investors who invested before January 1, 2020 will range froM 8.50% to 10.50%. The Manager May in its discretion extend these dates depending upon the size of an investor’s purchase. ACTIVE/101978043.3 We May increase the offering size at any tiMe if we so elect. The MiniMuM investMent in our coMMon units for initial purchases is 25,000 units, or $250,000 based on the $10.00 per unit price. However, in certain instances, we may revise the minimum purchase requirements in the future or elect to waive the minimum purchase requirement. The per unit purchase price for our coMMon units in this Initial Offering is an aMount that was arbitrarily deterMined by our Manager and will apply for the duration of the Initial Offering subject to change at the discretion of our Manager as described below. In addition, the Fund May discount the total sales price paid by certain Registered InvestMent Advisors (“RIAs”) or their clients by up to 7% of the total sales price. Although we do not intend to list our coMMon units for trading on a stock exchange or other trading Market, we intend to adopt a plan (the “Redemption Plan”) whereby, comMencing on DeceMber 30, 2030, unitholders may request that the Fund redeeM their units pursuant to the limitations set forth in this PPM. However, due to the operational requireMents to qualify as an Opportunity Fund, it is highly likely that the Redemption Plan will be limited in its availability. Accordingly, investors should not rely on such Redemption Plan being readily available in the future and should be prepared to hold their units for an indefinite period of time. We are perMitting certain investors to coMMit to invest in our units prior to having qualifying deferred gains to invest in the Fund. At a future date to be determined by our Manager, but no earlier than the date on which such investors receive their qualifying deferred gains and no later than DeceMber 30, 2020, unless such date is extended in the discretion of the Manager, such investors will pay their full coMMitment aMount. If investors default on payment of the full purchase price of their comMon units, investors will have no rights under the Subscription AgreeMent. See “Offering Plan– CoMMitMent to Purchase Shares” for More details. The initial closing of the Initial Offering occurred on February 1, 2019, when the first investor executed its subscription agreement and contributed the full comMitMent amount to the Fund. As of the date of this PPM, we have received comMitMents and contributions totaling approxiMately $58 million. The final closing of the Fund’s Initial Offering will occur on or prior to DeceMber 30, 2020, subject to our receipt of signed coMMitments to purchase our comMon units, unless such date is extended in the discretion of the Manager. As of the date of this PPM, the Operating Partnership has acquired five (5) projects, entered into a joint venture agreeMent on one (1) project, and entered into purchase and sale agreeMent negotiations on one (1) project (see “Investment Objectives and Strategy – Our Initial Projects”). Our coMMon units have not been and will not be registered under the Securities Act, or any state securities laws or the laws of any foreign jurisdiction. Our comMon units will be offered and sold pursuant to the PPM under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act and other exemptions of siMilar iMport in the laws of the states and other jurisdictions where the Initial Offering will be Made. Each prospective investor will be required to represent, among other things, that it is (1) an “accredited investor” within the meaning of Rule 501(a) proMulgated under the Securities Act and (2) purchasing our coMMon units for its own account for investMent purposes only and not for resale or distribution.

Load more