PATHFINDER PARTNERS OPPORTUNITY FUND VII, L.P. A Multifamily and Residential Fund CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM JANUARY 2018 4380 La Jolla Village Drive, Suite 250 San Diego, CA 92122 Tel. (858) 875-4400 Fax (858) 875-4655 www.pathfinderfunds.com
[email protected] DOCS 114890-000156/3119016.8 PRIVATE PLACEMENT MEMORANDUM CONFIDENTIAL PCOPY: ____ PATHFINDER PARTNERS OPPORTUNITY FUND VII, L.P. Limited Partner Interests Pathfinder Partners Opportunity Fund VII, L.P., a Delaware limited partnership (the “Fund”), is targeting attractive multifamily investment opportunities and is seeking capital commitments from qualified investors to acquire limited partner interests in the Fund (the “Interests”). Pathfinder Partners Realty Ventures VII, LLC, a Delaware limited liability company (the “General Partner”), expects to hold the Fund’s initial closing as soon as reasonably practicable. There is no public market for the Interests and no such market is expected to develop following the offering. THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THIS “MEMORANDUM”) HAS BEEN PREPARED AND IS BEING PROVIDED ON A CONFIDENTIAL BASIS SOLELY FOR PROSPECTIVE INVESTORS CONSIDERING THE PURCHASE OF THE INTERESTS IN THE FUND. ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER, IS PROHIBITED. THIS MEMORANDUM MUST BE RETURNED TO THE GENERAL PARTNER UPON REQUEST. BY ACCEPTING THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING. ANY INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN FACTORS RELATING TO AN INVESTMENT IN THE FUND, SEE SECTION V OF THIS MEMORANDUM, “CERTAIN RISK FACTORS.” THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE OR NON-U.S.