Pathfinder Access Fund LLC

Investment Overview

Summary

Pathfinder Overview
Strategy

Investing in Multifamily + Commercial Assets
Market

Value-Add, Class-B Apartments, Condos, Townhomes
Team

Real estate professionals with 100+ years of experience
Track Record

Preferred return 9%

Investment Summary

Fund Type

Multi-Family Assets

Fund Size

$100,000,000

Amount Closed

$45,000,000

Asset Profile

Value Add

Min. Investment

$25,000

Life of Fund

5 Years

Targeted Return

12% to 14%

Limited spots available to invest

Investment Closed

Pathfinder Overview

As of June 30th, 2018

Performance

26% Historical IRR
1.6x Equity Multiple
Experience

13 Team Members
12 Years in Business
Investments

$515 Million Under Management
36 Assets

Key Considerations

Access to an Institutional Fund - The Fund provides individual investors with access to a $100 million institutional real estate fund named Pathfinder Partners Opportunity Fund VII, LP.
Low Minimum Investment - The Fund has a low minimum investment amount per investor. The Fund will aggregate the capital raised with other investors allowing it to meet the $1 million minimum investment amount of Pathfinder.
Proven Track Record - Targeting 16% - 18% gross annual returns
Attractive Investment Markets - Pathfinder's investment locations: Seattle, Portland, Denver, San Diego, Phoenix, Las Vegas and Sacramento.
Unique Investment Strategy - Pathfinder continues to find compelling investment opportunities. The opportunities generally emanate from value-add Class-B apartments due to a massive supply/demand in-balance in their target markets.
High Preferred Return - Pathfinder pays a 9% Preferred Return to the Fund as a result of it being considered a "Major Investor".

Pathfinder Service Providers

Auditor & Tax Advisor
Fund Counsel

Why Real Estate?

Diversification

Real estate investments are considered a non-correlated alternative asset class.
Cash Flow & Appreciation

Stabilized real estate generally benefits from regular and predictable cash flow.
Low Interest Rate

Historically low interest rates may allow real estate to generate higher cash flows.
Income Tax Treatment

Ordinary income can be minimized through the use of an accelerated depreciation strategy that may generate passive losses.
Hedge Against Inflation

Rents, land values and replacement costs typically move upward with inflation.
Multiple Exit Strategies

Real estate assets can be disposed of through individual or portfolio liquidations, asset refinancing, mergers, or a “roll up” through a portfolio capitalization.

Pathfinder Investment Objectives

Attractive Returns with Downside Protection

Comprehensive Market Analysis
- Quantifies opportunities to increase income
- Identifies amenities residents most desire
Emphasis on Downside Protection
- Rents on renovated Class-B are 25-35% below Class-A apartments
- Debt generally fixed-rate rather than floating
Conservative Approach to Leverage
- Fund leverage capped at 70%
- Properties firewalled in special-purpose entities; debt at the property (not the Fund) level
Manufacturing” Income
- Infusing capital to renovate properties allows for dramatic increases in rents, other income

Investment Highlights

Why Value-Add, Class-B Apartments? We add value by upgrading properties, improving management, adding desired amenities and renovating interiors; rents still 25-35% below Class-A apartments.

Chronic Housing Shortage in Target Markets

1. Homeownership rate declined from 69% in 2004 to 63% in 2017 (and is projected to fall further to 61% by 2025)

2. Market occupancies are 95%+ with robust rent growth
Millennials Moving to Target Markets

1. Millennials delaying marriage/children, valuing mobility and moving to Target Markets (technology centers with excellent transportation systems, recreational activities).
New Apartment Construction is Primarily Class-A, Downtown

1. Limited infill land, lengthy entitlement process and high construction costs force developers to choose only the very best locations for the highest quality projects.

2. Luxury apartments are unaffordable for many; people commute further for more affordable, Class-B apartments
There’s a hole in the market for upgraded, suburban apartments at lower rents

1. Rents on un-renovated, ’70s-’90s-vintage, Class-B apartments are 50% of Class-A

Data above from a report commissioned by Pathfinder Partners in December 2017 from John Burns Real Estate Consulting, LLC (“JBREC”)

Pathfinder Key Market Attributes

Pathfinder Fund seeks to invest in “Below the radar” transactions at the Intersection of Opportunistic, Value-Add and Distressed Situations. Pathfinder will find apartments, condos, townhomes from $5m to $10m in equity investments which are deals too small for large institutions, too large for local, private investors.

Growing population/employment
Diversified economies
Vibrant technology companies
Strong transportation systems
Variety of recreational/cultural activities
Growing number of millennials

Pathfinder Markets

San Diego

High Demand + Low Supply = Strong Apartment Market

Investment Overview

One of the most desirable and supply-constrained markets in nation
Strong growth and major supply restrictions; 2017 employment-to-permit ratio of 2.2 vs. equilibrium of 1.0-1.5
New apartment construction severely trails pent-up demand
Rising homeownership costs force more to rent; it costs 75% more to own than rent

How it Impacts Multifamily

96.8% occupancy rate (Sept. 2017)
Apartment rent increased 4.3% in 2016, above 10-year average of 3.2%
Rents projected to rise 4.0% in 2017, 3.8% in 2018 and 3.7% in 2019

Denver

Growing Income and Low Home Supply Drives Higher Rents

Investment Overview

Strong population and job growth propelling large increases in household income
High apartment demand driven by:

1. Limited supply of for-sale single-family homes (just 1.3 months’ supply in Oct. 2017)

2.Median home price increased 34.8% (8.7%/year) from 2012-2016

How it Impacts Multifamily

Since 2009, apartment rents increased 51.9% (6.5%/year)
Despite increasing apartment supply, rents escalating with further increases projected through 2020

Portland

146k New Jobs 2011-2016 Drive Record-Breaking Rent Increases

Investment Overview

Limited supply and challenging entitlement process for new projects
Strong employment growth
Median household income of $69k in Sept. 2017 is 13% above prior peak of $56k in 2008

How it Impacts Multifamily

Occupancy 95.2% in Sept. 2017
Rents grew 12.4% in 2015 and 7.3% in 2016; rents forecast to rise 4.0% in 2017 and 4.0% in 2018

Phoenix

Growing Population Leads to Strong Apartment Demand

Investment Overview

Highly diversified economy (majority of Fortune 500 have Phoenix operations)
Relatively affordable housing supports population and job growth
#1 for population growth in 2016
316k jobs added (17.3% growth) from Jan. 2011-Sept. 2017

How it Impacts Multifamily

Since 2009, rents grew 31.2% (3.5%/year)
Occupancy increased each year since 2009; average occupancy of 95.5% in Sept. 2017

Las Vegas

Robust Economy Fueled Household Growth, Higher Rents

Investment Overview

Economy projected to grow 8.7% in 2018; #1 in nation
In 2017, Las Vegas Raiders NFL football franchise and Vegas Golden Nights NHL hockey franchise launched and several major hotel developments were underway
Strong economy and affordable housing supports population and household growth
Lack of new inventory; employment-to-permit ratio forecasted at 2.1 in 2017 vs. equilibrium of 1.0-1.5

How it Impacts Multifamily

Rents increased 4.7% in 2016 and projected to increase at average of 3.8%/year through 2020
Occupancy of 96.8% in Sept. 2017
Demand exceeds new supply being added; multifamily permits forecasted to decline 22% from 2016-2020 (3,700 new units)

Sacramento

Population Growth Drives Apartment Demand, Rent Growth

Investment Overview

Population rose 1.4% in 2016, fastest growth rate among large CA cities
2016 GDP growth (3.1%) double national average
Relatively affordable housing compared to S.F.; in Oct. 2017, median home price was /75% below S.F.
Lack of new inventory; employment-to-permit ratio of 4.4 in 2016 vs. equilibrium 1.0-1.5

How it Impacts Multifamily

Rent growth of 8.6% in 2015, 8.5% in 2016; rents forecast to rise 4.1% in 2017 and 4.0% in 2018
Since 2011, occupancy has been 95%;
occupancy of 97.5% in Sept. 2017
Multifamily permits well below 30-year average for a decade, creating shortage of rental housing
In-migration from S.F. driven by lower costs and high quality of living

Seattle

Population, Employment, Income Growth Drive Rents, Occupancy

Investment Overview

Significant population, employment and income growth since 2011
Escalating rents combined with high occupancies (94.9% in Sept. 2017)

How it Impacts Multifamily

Rents increased 53% from 2011-2016 (8.8%/year)
Average rent grew 11.0% in 2016, expected to rise 5.0% in 2017
Housing demand outpaces supply – Sept. 2017 employment-to-permit ratio of 2.5 vs. equilibrium of 1.0 to 1.5

Pathfinder Executive Team

Pathfinder has assembled a team of motivated real estate professionals with a combined 150+ years and $10B of industry experience. We execute a disciplined approach at all times, but remain agile with the ability to capitalize on opportunities as they arise. The company culture fosters teamwork and encourages innovation. We are relentless in our pursuit of performance excellence.

Lorne Polger
Senior Managing Director and Co-Founder
Mitch Siegler
Senior Managing Director and Co-Founder
Scot Eisendrath
Managing Director, Capital Markets
Brent Rivard
Managing Director, CFO and COO

Senior Managing Director and Co-Founder

Lorne focuses on acquisitions, dispositions, business and legal strategies. He practiced real estate law for more than 20 years and prior to co-founding Pathfinder in 2006, was the head of the Real Estate, Environmental and Land Use team at Procopio, Cory, Hargreaves & Savitch, LLP, San Diego’s largest law firm. Lorne is recognized for his multi-family expertise, having directly participated in the acquisition, disposition, financing and development of apartment, condominium and condominium conversion transactions exceeding $6 billion in value. His law practice included acquisitions, dispositions, developments, financings, foreclosures, reorganizations and workouts, syndications, and leasing, along with residential, office and industrial condominium conversion and construction. Lorne was a finalist in EY’s San Diego Entrepreneur of the Year® competition in 2015. He graduated with a B.A. in Political Science from Colorado College, Cum Laude, in 1984 and earned his law degree from UCLA in 1988.

Senior Managing Director and Co-Founder

Mitch focuses on sourcing prospective transactions, developing financial structures and business and financial strategies. Prior to co-founding Pathfinder, He founded and served as CEO of several companies and was a partner in LENSER, a national management consulting firm. Earlier in his career, Mitch was a partner in Sorrento Associates, Inc., an investment banking firm, where he advised clients on more than 40 financings, mergers, acquisitions and financial restructurings involving both private and public companies and Sorrento Ventures, a private equity firm, where he invested in scores of private financings exceeding one-half billion dollars. He also spent five years as an executive with Anheuser-Busch, Inc. Mitch was a finalist in EY’s San Diego Entrepreneur of the Year® competition in 2015. Mitch graduated with a B.S. in Business Administration, with honors, majoring in Finance and Economics from the University of Missouri, Columbia in 1982 and an M.B.A., with highest honors from the Graziadio School of Business and Management at Pepperdine University in 1986. He previously held FNRA Series 7 and 63 licenses.

Managing Director, Capital Markets

Scot oversees Pathfinder’s investment analytics, underwriting and financial analysis. He was a commercial real estate executive for 17 years with Cassidy Turley San Diego, Burnham Real Estate (now Cushman & Wakefield) and CB Richard Ellis, where he specialized in providing financial advisory and capital market services to investors, developers and lenders for multi-family, industrial, office, retail, hospitality and land projects. He has participated in the acquisition, disposition, development, asset management or financing of more than $8 billion of real estate assets, including 30,000 multi-family units and 20 million square feet of commercial space. Scot graduated from the University of Wisconsin, Madison, with a B.B.A. in Real Estate and Urban Land Economics in 1993 and an M.B.A., with an emphasis in Finance, from San Diego State University in 1997.

Managing Director, CFO and COO

Brent is responsible for Pathfinder’s financial, administrative, investor relations, human resources and information technology functions. Most recently, he was the President of a national wealth management firm, where he led the launch of the firm’s broker dealer and proprietary ’40 Act interval fund. Prior to that, Brent was the Chief Financial Officer and Chief Operating Officer for the Grubb & Ellis commercial real estate brokerage affiliate in San Diego (now Cassidy Turley San Diego), one of Southern California’s leading privately-held commercial real estate brokerage firms. He was previously Vice President, Finance and Operations at The MHA Group and Vice President, Accounting and Finance/Treasurer at NYSE-traded AMN Healthcare, where he was involved with the placement of more than $1 billion in debt and equity securities and led the company’s mergers and acquisitions practice. Prior to that, Brent worked for Deloitte & Touche. Brent, a Certified Public Accountant, graduated Cum Laude from the University of California, Los Angeles with a B.A. in Business Economics.

ADVISORY COUNCIL

The following are members of Pathfinder's Advisory Council.

Joe Cohen
Carl Eibl
John Frager
Damon Gascon

1. Founding principal and Managing Director of HoyleCohen, a leading San Diego-based wealth advisory firm
2. Wealth advisor for more than 25 years
3. Specializes in a long-term, goals-based approach to building and sustaining wealth
4. M.B.A., Massachusetts Institute of Technology; B.A., U.S. Naval Academy

1. Former Managing Director, Enterprise Partners ($1 billion venture capital firm)
2. Headed firm’s investments in Internet 2.0, web and software-based businesses
3. Previously, CEO of publicly-traded Maxwell Technologies and Mycogen Corporation
4. J.D., Boston University; B.A., Cornell University

1. Executive Managing Director, CB Richard Ellis
2. Previously, President/CEO of Cassidy Turley San Diego
3. Commercial real estate executive for 20+ years
4. Former U.S. Navy aviator
5. B.S., Business Administration, University of Southern California

1. 25-year veteran of homebuilding industry
2. Regional Vice President of Lewis Homes, leading homebuilder in western U.S.
3. Previously, Inland Empire Area President, K. Hovnanian Homes (KHOV, NYSE)
4. Co-founded Pacific Century Homes, largest homebuilder in Inland Empire (acquired by Lennar Homes in 2002)
5. B.S., Business Administration, San Diego State University

Norm Miller, Ph.D.
Jerry Turk

1. Hahn Chair of Real Estate Finance and affiliated with Burnham-Moores Center for Real Estate, University of San Diego
2. Works with FDIC, DOJ and Collateral Analytics
3. Previously, Professor at University of Cincinnati
4. Ph.D., Ohio State University in Finance and Real Estate
5. Author of numerous books/articles on real estate-related topics

1. Former Chairman/CEO of hospitality chain
2. Previously partner/managing director with Oppenheimer & Co., investment bankers
3. Trained as attorney and C.P.A.

Pathfinder Prior Fund Track Record

Pathfinders's prior funds have invested over $250 million since 2007. Please see Important Disclosure Statement.

PATHFINDER OPPORTUNITY FUNDS

Notes

* For realizations during the Investment Period (first two years of each fund), invested capital was re-invested and not distributed.
** Total commitments include commitments to Pathfinder Partners Opportunity Fund V-A, L.P., a parallel fund.
*** Capital for the 2017 Multifamily Fund includes additional syndicated capital invested in the Fund portfolio investments.

DISTRIBUTION FORECAST

Notes

* Total commitments include commitments to Pathfinder Partners Opportunity Fund V-A, L.P., a parallel fund.

Pathfinder Fully-Cycled Investments

Notes

1) Project was initially closed on an all-cash basis; the Equity Multiple is calculated based on the equity remaining in the investment post recapitalization with a senior loan.
2) Returns do not give effect to reserves or any remaining assets, a portion of which may be realized in the future.
3) Pathfinder Partners Opportunity Fund I, LLC sustained a $15,000 (21%) loss on its Palm Harbor investment.
4) The Raintree II investment was recapitalized and remain in the Pathfinder portfolio.
5) Pathfinder Partners Opportunity Fund II, LP and Pathfinder Partners Opportunity Fund III, LP sustained a combined $2.2 million (100%) loss on the North Campus Crossing investment.
6) Weighted average IRR and Equity Multiple are based on the total net equity invested by Pathfinder.
7) The Talavera Townhomes investment was recapitalized and remains in the Pathfinder portfolio.
8) As of June 2018, Pathfinder has acquired 19 separate homes in the Los Angeles area of which 15 have been sold.

Pathfinder Partners Opportunity Fund VII, L.P. Documents

The following Fund Documents are available to view:

Brochure

The brochure provides an overview of Pathfinder.
Presentation

The Presentation provides an overview of Pathfinder and investing in student housing and multifamily communities.
Investment Summary

The Pathfinder Partners Opportunity Fund VII, L.P. Investments
PPM

The Private Placement Memorandum (PPM) for prospective investors for the Pathfinder Fund.
Supplemental PPM

This document provides the details of the Supplemental PPM.
FAQ's and Answers

This section provides an questions and answers to the most commonly asked questions about Pathfinder.
Subscription and LP Agreement

Download the following PDF to view the Subscription and LP Agreement.

Pathfinder Access Fund LLC Terms

Investment Summary

Fund

Pathfinder Access Fund LLC

Fund Managing Member

CV Manager LLC

Technology Fee

None

Administrative Expenses

The Fund will pay CV Manager $50,000 per annum for arranging for the audit, tax preparation, income distributions and certain other expenses.

Organizational Expenses

The Fund will pay CV Manager a one time fee of $50,000 for organizational expenses (which may include legal, travel, accounting, filing, and other expenses) incurred in connection with the formation of the Fund.

Initial Closing Amount

$1 million

Expected Offering Closing

December 31, 2018

Pathfinder Fund VII, LP Terms

Investment Summary

Target Size

$100,000,000 Maximum Offering

Minimum Commitment

$1 million Major Investor

Term

6 years, with 2 one year extentions

GP Investment

$5 million

Investment Period

Until December 31, 2019

Target IRR

16% - 18% Gross IRR, 12% - 14% Net IRR to investors

Preferred Annual Return

9% for Major Investors

Management Fee

1.5% on invested capital

Catch-up

50/50 until GP receives 20% of the Preferred Return

Carried Interest

80% to LPs - 20% to GP

Distributions

Calculated on a portfolio basis. All distributions go towards the repayment of capital first, then to the Preferred Return, then the Catch-up, and finally to the Carried Interest

Important Disclosure Statement for the Fund:

This presentation and the information contained herein (the “Information”) is for your internal use only and shall be kept confidential, restricted and proprietary to Pathfinder Real Estate, LLC (“Pathfinder”). You confirm that you will treat all of the Information as confidential and will take all necessary precautions to maintain the confidentiality of the Information.

No portion of this presentation may be reproduced or used by or distributed to others, at any time, in whole or in part, for any other purpose without the prior written consent of Pathfinder. Acceptance of this presentation by you constitutes an agreement to be bound by the foregoing terms. In allowing you to view the Information, Pathfinder undertakes no obligation to provide any additional information or to update, or correct any inaccuracies that may exist in, any of the Information. Pathfinder shall not have any liability to you or any other person resulting, directly or indirectly, from the disclosure of the Information to you. The Information is not to be distributed directly or indirectly to any person or entity who does not meet certain legal and professional criteria as an Accredited Investor. This Information is not intended to be distributed, and does not constitute an offer or solicitation in a jurisdiction to any person or entity to which it is unlawful to receive such documentation.

Nothing in this document shall constitute an offer of securities for sale in the United States or any other jurisdiction, or form the basis for any contract or commitment. If there should commence an offering of securities by Pathfinder, any decision to invest in any such offer and to subscribe for or acquire such securities must be based wholly on the information contained in a Confidential Private Placement Memorandum (the “PPM”) issued in connection with any such offer, and not on the contents of this presentation. The PPM will contain material information that is not contained in this presentation, including a discussion of material risk factors that may cause you to lose all or a portion of your investment. If there is any inconsistency between the Information contained herein and the PPM, the PPM will prevail. Some Information contained in this presentation constitute “forward-looking statements”, and are based upon estimates, assumptions and expectations about future events or conditions.

Such forward-looking statements are intended only to illustrate hypothetical results under such assumptions, not all of which are described herein. Actual events or conditions may differ materially from those assumed in developing such forward-looking statements, including due to the risk factors described in the PPM. In addition, not all relevant events or conditions may have been considered in developing such assumptions. Accordingly, actual results will vary and the variations may be material. You should understand such assumptions and evaluate whether they are appropriate for your purposes. Pathfinder undertakes no obligation to revise any forward-looking statements to reflect subsequent events or circumstances, and you should not place undue reliance on forward-looking statements. Furthermore, past performance of Pathfinder or the real estate market generally (whether described in this presentation or otherwise) is not a guide to future performance of real estate investments.

This presentation contains case studies and refers to Pathfinder’s calculations, estimates and projections, based on the strategy executed by Pathfinder since 2012. Calculations and projections are based on assumptions in the model and include all fees and carried interest, which have been prepared for illustrative purposes only and are not a guide to future performance. Numerous assumptions were used in preparing the case studies, some of which may not be reflected herein. As such, no assurance can be given as to the accuracy, appropriateness or completeness of any particular case study, or whether they reflect current market conditions or future market performance. The case studies should not be construed as either projections or predictions of financial performance, or as legal, tax, financial or accounting advice. The specific characteristics of investments selected by Pathfinder in the future may differ materially from those shown in the case studies.

Any investment in funds managed by Pathfinder will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold, directly or indirectly, in or within the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from or in a transaction not subject to the Securities Act and applicable U.S. state securities laws.

The Information and all information and opinions in it are the property of Pathfinder. You may not use any portion of this Information except for your personal use, and you may not otherwise distribute any portion of this Information to a third party without the prior written authorization of Pathfinder. Pathfinder and the logo Pathfinder are trademarks of Pathfinder and you may not use any of the service mark, copyright or other notices (whether or not in this Information for any purpose, or alter, remove or otherwise obscure any of them without the written permission of Pathfinder or any relevant third party owner.

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FORWARD-LOOKING STATEMENTS

The presentation at the CityVest.com website includes information provided to CityVest by the fund being described. It contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express fund manager’s current views concerning future events, trends, contingencies or results, appear at various places in this presentation.

Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “targets,” “plans,” “may,” or other similar words (including their use in the negative). Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this presentation. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause the fund’s actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

■ Increases in the Company’s borrowing costs as a result of inflation and increasing interest rates and other factors;
■ Changes in real estate market and general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s or revenues, earnings and Offering sources;
■ The ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its units on the same or better terms in the event of nonrenewal, including in the event of a recession;
■ Our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
■ The Company’s limited operating history;
■ The Company’s success in implementing its business strategies;
■ The nature and extent of future competition, including new construction in the markets in which the Company and its facilities are located;
■ The Company’s reliance on key personnel;
■ The Company’s reliance on third-party vendors of technology, in particular the technology used to process and collect payments, or in the Company’s self-service kiosks or unmanned onsite operations and management;
■ Risks associated with the lack of liquidity of the Company’s securities; and
■ The impact of litigation or any financial, accounting, legal, tax or regulatory issues that may affect the Company or its tenants.

The factors noted above are not exhaustive. The Company operates in a dynamic business environment in which new risks emerge frequently. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s Private Placement Memorandum, which you should read before deciding to invest.