SPV Hair Road Farm, LLLP
Walla Walla County, Washington
CROPS / Winter Wheat Chem Fallow Rotation
MINIMUM INVESTMENT / $20,000
TARGET IRR / 7.57%
TARGET HOLD PERIOD / 10 Years
SYNDICATED PRICE/ACRE / $806
OFFERING SIZE / $2,265,000Fully Funded
THE WALLA WALLA VALLEY HAS BEEN A regional agricultural hub FOR MORE THAN A CENTURY.
- +The minimum purchase is 4 Limited Units, or a $20,000 minimum investment. Additional purchases can be made in 1 Limited Unit increments ($5,000 increments).
- +10-year target hold period with stable annual cash flows and potential for material long-term appreciation.
- +In 2021 and 2022, SPV Hair Road Farm, LLLP will receive an annual CRP payment of approximately $63,000 (prorated to the date of closing) and $162,000, respectively. An estimated $55,000 of 2022 CRP income will be used to prepare the Farm for production.
- +For the remainder of the investment period, Limited Partners will receive annual rental income, based on $40 per acre for 2,806.93 tillable acres increasing to $46 per acre at the end of the initial six-year lease. Each year, SPV Hair Road Farm will have the potential to collect additional lease revenue based on farm performance. Annual rental income will be used to satisfy the Farm’s annual operating expenses.
- +The property will be managed by Peoples Company, a partner of mAgma, LLC, for a flat annual land management fee equal to 5.0% of initial annual rental income.
- +Any income not used to pay annual operating expenses will be held in SPV Hair Road Farm’s cash reserves until distributed to investors in an amount proportional to their interest in the Farm on an annual basis at the General Partner’s discretion. When the SPV Hair Road Farm asset is sold, net proceeds from the sale of the asset will also be distributed to investors on a pro rata basis.
Risk Factors + Disclosures
Private Placement Offerings are being made pursuant to an exemption from registration pursuant to Rule 506 of Regulation D promulgated pursuant to the Securities Act of 1933 (the “Act”) and various state exemptions from registration. The Limited Partnership Units (“Limited Units”) will be offered to accredited investors who meet certain qualifications, as defined by the Securities and Exchange Commission (“SEC”) in Rule 501 of Regulation D of the Act. These qualifications are defined as an individual with either $1 million in net worth (all assets, excluding primary residence, less all liabilities); or net income for the last two years of $200,000 or greater ($300,000 if spouse has income) with a reasonable expectation of such earnings in the current year.
Neither the SEC nor any state securities commission has passed upon the accuracy or adequacy of the information contained in the Private Place Memorandum (the “PPM”). These securities have not been approved or disapproved by the Securities and Exchange Commission or any State securities commission. Any representation to the contrary is a criminal offense.
The Limited Units have not been registered under the Securities Act or any state securities laws, and may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Further, a transferor of Limited Units must comply with the transfer restrictions set forth in Section 10.1 of the Partnership Agreement, which include but are not limited to the following restrictions: (a) the transferee of the Units cannot be: (i) a shareholder in an authorized farm corporation as described in Iowa Code Chapter 9H; (ii) a beneficiary of an authorized trust as described in Iowa Code Chapter 9H; or (iii) a limited partner in another limited partnership owning or leasing Iowa farm land; (b) the transfer cannot cause the Company to be in violation of Iowa Code Chapter 9I; (c) the transfer cannot cause the Partnership to be treated as a “publicly traded partnership”; and (d) the transfer cannot cause the Company to be an “Investment Company” under the Investment Company Act of 1940.
Investors should carefully read the PPM, the Subscription Agreement, and the Partnership Agreement before purchasing units.
Investors should fully read all risks related to the business and real estate investments as detailed in the Subscription Agreement and PPM. The risks of the investment include the risk of loss of the Investor’s entire investment and the lack of liquidity of the Limited Units. Investors should understand that the transfer of the Limited Units is restricted by federal and state law, that there will be no public market for the Limited Units, and that it may not be possible to sell or dispose of the Limited Units. Investors should be prepared to hold the Limited Units until the earlier of the sale of all or the vast majority of the Company's assets or dissolution of the Company. Investors should further understand that transfer of the Limited Units is restricted by the Partnership Agreement and that the transfer of the Limited Units must comply with the transfer restrictions set forth in Section 10.1 of the Partnership Agreement.
Each investor should consult his/her personal legal, investment and tax advisors with respect to the risks associated with an investment in the Company. Each investor must warrant that the subscriber meets various investment requirements as set forth in the Subscription Agreement and PPM and must follow the certification process incorporated into the mAgma platform.