Post-Qualification Offering Circular Amendment No. 39
File No. 024-10496
PART II
OFFERING CIRCULAR
Groundfloor Finance Inc.
Three Series of Limited Recourse Obligations
Totaling $307,400
Dated: January 11, 2017
This Post-Qualification Offering Circular Amendment No. 39 (this “Offering Circular Amendment No. 39”) amends the offering circular of Groundfloor Finance Inc, dated December 8, 2015, as qualified on December 15, 2015, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.
This Offering Circular Amendment No. 39 relates to the offer and sale (the “Offering”) of up to an additional $307,400 in aggregate amount of Limited Recourse Obligations (the “LROs”) consisting of three separate series of LROs to be issued by Groundfloor Finance Inc. (the “Company,” “we,” “us,” or “our”). We own and operate a web-based investment platform (the “Platform”) on which we conduct our business. Our principal offices are located at 75 Fifth Street, NW, Suite 2170, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225. Our mailing address is PO Box 79346, Atlanta, GA 30357. Our Platform is accessible at www.groundfloor.us.
We will issue the LROs in distinct series, each corresponding to a real estate development project (each, a “Project”) to be financed by a commercial loan from us (each, a “Loan”). The borrower for each Project is a legal entity (the “Developer”) that owns the underlying property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Developer.
The LROs will be unsecured special, limited obligations of the Company. The LROs are not listed on any national securities exchange or on the over-the-counter inter-dealer quotation system. There is no market for the LROs. Our obligation to make payments on a LRO is limited to an amount equal to each holder’s pro rata share of amounts we actually receive as payments on the corresponding Loan, net of certain fees and expenses retained by us. See the sections titled “General Terms of the LROs,” beginning on page 4 and page 91 of the Offering Circular, “The LROS Covered by this Offering Circular,” and “Project Summaries” below for the specific terms of the three series of LROs covered by this Offering Circular Amendment No. 39.
We do not guarantee payment of the LROs in the amount or on the time frame expected. The LROs are not obligations of the Developers or their Principals, and we do not guarantee payment on the corresponding Loans. We have the authority to modify the terms of the corresponding Loans which could, in certain circumstances, reduce (or eliminate) the expected return on your investment. See “General Terms of the LROs—Administration, Service, Collection and Enforcement of Loan Documents”.
The LROs are speculative securities. Investment in the LROs involves significant risk, and you may be required to hold your investment for an indefinite period of time. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 16 of the Offering Circular.
We will commence offering each series of LROs promptly after the date this Offering Circular Amendment No. 39 is qualified by posting a separate landing page on our Platform corresponding to each particular Loan and Project (each, a “Project Summary”). The offering of each series of LROs covered by this Offering Circular Amendment No. 39 will remain open until the earlier of (1) 30 days, unless extended, or (2) the date the offering of a particular series of LROs is fully subscribed with irrevocable funding commitments (the “Offering Period”); however, we may extend the Offering Period for a particular series of LROs in our sole discretion (with notice to potential investors), up to a maximum of 45 days. We will notify investors who have previously committed funds to purchase such series of LROs of any such extension by email and will post a notice of the extension on the corresponding Project Summary on our Platform.
This Offering is being conducted on a “best-efforts” basis, which means our officers will use their commercially reasonable best efforts in an attempt to sell the LROs. Such officers will not receive any commission or any other remuneration for these sales. In offering the LROs on our behalf, the officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
The LROs offered hereby may only be purchased by investors residing in California, Georgia, Illinois, Maryland, Massachusetts, Texas, Virginia, Washington, and the District of Columbia. This Offering Circular Amendment No. 39 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be, unlawful, prior to registration or qualification under the laws of any such state. In addition, the LROs are offered only to investors who meet certain financial suitability requirements. See “Investor Suitability Requirements.”
NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES AND FINANCIAL RISK TOLERANCE LEVEL. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
| Offering price to the public | Underwriting discounts and commissions | Proceeds to issuer(1)(2) | Proceeds to other persons | |||||||||||||
| Per Unit | $ | 10.00 | N/A | $ | 10.00 | N/A | ||||||||||
| Total Minimum | $ | 97,000 | N/A | $ | 97,000 | N/A | ||||||||||
| Total Maximum | $ | 307,400 | N/A | $ | 307,400 | N/A | ||||||||||
(1) We estimate all expenses for this Offering to be approximately $4,500, which will not be financed with the proceeds of the Offering.
(2) Assumes no promotions or discounts applied to any offerings covered by this Offering Circular Amendment No. 39.
Incorporation by Reference of Offering Circular
The Offering Circular, including this Offering Circular Amendment No. 39, is part of an offering statement (File No. 024-10496) that we filed with the Securities and Exchange Commission (the “Commission”). We hereby incorporate by reference into this Offering Circular Amendment No. 39 all of the information (i) contained in Part II of the Offering Circular, to the extent not otherwise modified or replaced by offering circular supplement and/or post-qualification amendment, including the form of LRO Agreement beginning on page LRO-1 thereof; (ii) contained in Post-Qualification Amendment No. 11 to the Offering Circular, including the Financial Statements beginning on page F-1 thereof; (iii) contained in Post-Qualification Amendment No. 31 to the Offering Circular, including the Financial Statements beginning on page F-25 thereof; (iv) contained in Offering Circular Supplement No. 10 to the Offering Circular, until such time as Post-Qualification Amendment No. 34, or another post-qualification amendment containing substantially similar information, is qualified by order of the Commission; (v) contained in Post-Qualification Amendment No. 34 to the Offering Circular (upon order of qualification by the Commission), (vi) contained in Offering Circular Supplement No. 11 to the Offering Circular, (vii) contained in Post-Qualification Amendment No. 36 to the Offering Circular, and (viii) contained in Offering Circular Supplement No. 12 to the Offering Circular. Note that any statement that we make in this Offering Circular Amendment No. 39 (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.
Offering Circular Amendments
The Offering Circular is amended as follows:
Risk Factors
The following risk factor is added to page 20 of the Offering Circular as follows:
If we are not current on certain registrations, licenses, filings, or other documents, we may be required to repurchase securities you have bought.
The original Form U-1 for this offering expired on December 15, 2016. Three Loans were offered, and the corresponding series of LROs were sold, after expiration of the original Form U-1 and before a revised Form U-1 was qualified by applicable state securities regulators. The LROs for these Loans were refunded in full, including all accrued interest, and submitted again to be offered under this PQA No. 39, covered by the Form U-1 dated December 21, 2016.
The LROS Covered by this Offering Circular
The Company previously qualified and issued three series of LROs relating to the Projects covered by this PQA No. 39 pursuant to Post-Qualification Amendment No. 37 to the Offering Circular. Because the original Form U-1 registering such LROs with applicable state securities regulators had expired prior to the issue and sale of the LROs, the Company refunded the outstanding LROs in full on January 11, 2017. Following the qualification of this PQA No. 39, the Company will offer and sell the three new series of LROs covered under the revised Form U-1 dated December 21, 2016.
| 1 |
The following tabular information is added under “The LROs Covered by this Offering Circular” on page 10 and page 100 of the Offering Circular:
| Series of LRO/Project Name: 4315 Treeline Way, Douglasville, GA 30135 | |
| Developer (borrowing entity): Investor's Network LLC | |
| Aggregate Purchase Amount of the LRO: $97,000 | Expected Return Rate of the LRO: 10.5% per annum |
| Final Payment Date: 9 months following issuance | Extended Payment Date: maximum of two years following Final Payment Date |
| General Information on Project: | Details of Loan: |
|
· Purpose for Loan: Acquisition & Renovation · Address/Location of Project: 4315 Treeline Way, Douglasville, GA 30135 |
· Loan Principal: $97,000 · Interest Rate: 10.5% and Grade: C · Term and Repayment Terms: 9 months – Balloon payment · Loan Position: First Lien |
| Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan. | |
| Series of LRO/Project Name: 127 East Woodland Drive, Sanford, FL 32773 | |
| Developer (borrowing entity): Apollo Real Estate Investments, LLC | |
| Aggregate Purchase Amount of the LRO: $97,200 | Expected Return Rate of the LRO: 16.0% per annum |
| Final Payment Date: 12 months following issuance | Extended Payment Date: maximum of two years following Final Payment Date |
| General Information on Project: | Details of Loan: |
|
· Purpose for Loan: Acquisition & Renovation · Address/Location of Project: 127 East Woodland Drive, Sanford, FL 32773 |
· Loan Principal: $97,200 · Interest Rate: 16.0% and Grade: D · Term and Repayment Terms: 12 months – Balloon payment · Loan Position: First Lien |
| Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan. | |
| Series of LRO/Project Name: 2149 Newnan Street, East Point, GA 30344 | |
| Developer (borrowing entity): Sunshine Construction Group | |
| Aggregate Purchase Amount of the LRO: $113,200 | Expected Return Rate of the LRO: 9.6% per annum |
| Final Payment Date: 12 months following issuance | Extended Payment Date: maximum of two years following Final Payment Date |
| General Information on Project: | Details of Loan: |
|
· Purpose for Loan: Acquisition & Renovation · Address/Location of Project: 2149 Newnan Street, East Point, GA 30344 |
· Loan Principal: $113,200 · Interest Rate: 9.6% and Grade: B · Term and Repayment Terms: 12 months – Balloon payment · Loan Position: First Lien |
| Financing Conditions: Receipt of clean title search. Title insurance obtained in connection with closing the Loan. | |
For purposes of the Offering, all references to the aggregate amount of LROs to be offered and sold in the Offering shall be deemed to refer to $307,400 and the number of series of LROs covered by the Offering shall be deemed to refer to the three separate series of LROs covered by this Offering Circular Amendment No. 39, corresponding to the same number of Projects for which we intend to extend Loans.
| 2 |
Plan of Distribution
The following disclosure is added on page 102 of the Offering Circular under the table included under “Plan of Distribution”:
The table below lists the additional three Projects covered by this Offering Circular Amendment No. 39 for which we are offering separate series of LROs. Each series of LRO is denominated by the corresponding Project’s name.
| Series of LRO/Project | Aggregate Purchase Amount/Loan Principal | |||
| 4315 Treeline Way, Douglasville, GA, US, 30135 | $ | 97,000 | ||
| 127 East Woodland Drive, Sanford, FL, US, 32773 | 97,200 | |||
| 2149 Newnan Street, East Point, GA, US, 30344 | 113,200 | |||
| Total | $ | 307,400 | ||
Project Summaries
Each Project Summary attached below is included in the Offering Circular following page PS-222.
| 3 |
PROJECT SUMMARIES FOR OFFERING CIRCULAR AMENDMENT NO. 39
C PROJECT SUMMARY | 4315 TREELINE WAY, DOUGLASVILLE, GA 30135 BORROWER Investor's Network LLC Brandon Thompson - principal Rate Projected Term Loan to ARV Loan Amount Investors 10.5% 9 months 60.6% $97,000 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $97,000 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW FINANCIAL OVERVIEW After Repair Value (ARV) $160,000 Total Project Costs $97,000 $63,000 GROUNDFLOOR $97,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $70,000 Purchase Date 11/22/2016 Loan To ARV 60.6% Loan To Total Project Cost 100.0% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 5 10 Quality of Valuation Report 3 4 Skin-in-the-Game 0 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $160,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION 4315 TREELINE WAY, DOUGLASVILLE, GA 30135 Address: The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS LROs for this loan were originally issued by Groundfloor on December 24th, 2016. Those LROs were subsequently refunded because we did not renew our sales authorization with the various states on time. We are offering these LROs for purchase again under the original terms. Please see PQA 39 in the "SEC Filing Information" section below. We advanced the Borrower the money it needed to purchase this property on November 22, 2016 through a wholly owned subsidiary. The Borrower is now in possession of the property. If this offering is fully subscribed, the property will be assigned to us from the subsidiary, and we will continue to administer and service the loan per the terms of our Offering Circular. Some of the proceeds from the sale of LROs will be used to repay the subsidiary for the portion of the loan it has already advanced. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Investor's Network is owned jointly by Brandon Thompson and Will Hardy, and Principal information reflects the entirety of their real estate experience. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 39 to the Offering Circular dated December 8, 2015 (each, as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWER'S REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY INVESTOR'S NETWORK LLC FINANCIAL DATA Reporting date: 12/31/16 PROJECTS / REVENUE Reporting period: 2016 DATE OF FORMATION ⋆ 01/01/2007 Value of Properties $8M Total Debt $6M Completed Projects 30 Revenue $2.8M Unsold Inventory 70 Aged Inventory 10 Gross Margin% 21.43% PRINCIPAL Brandon Thompson GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2015 FOCUS Fix & Flip Loans Funded 11 Loans Repaid 7 Completed Projects Per Year 100 Average Project Revenue $100K On Time Repayment 71% Average Project Time 5 months Average Total Project Costs $75K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE OFFERING CIRCULAR MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. YOU MAY ACCESS THE OFFERING CIRCULAR BY CLICKING HERE.
| PS-223 |
D PROJECT SUMMARY | 127 EAST WOODLAND DRIVE, SANFORD, FL 32773 BORROWER Apollo Real Estate Investments, LLC Jason Jones - principal Rate Projected Term Loan to ARV Loan Amount Investors 16% 12 months 70.4% $97,200 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $97,200 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW FINANCIAL OVERVIEW After Repair Value (ARV) $138,000 Total Project Costs $108,000 $30,000 GROUNDFLOOR $97,200 $10,800 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $90,000 Purchase Date 11/10/2016 Loan To ARV 70.4% Loan To Total Project Cost 90.0% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $138,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION 127 EAST WOODLAND DRIVE, SANFORD, FL 32773 Address: The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS LROs for this loan were originally issued by Groundfloor on December 29th, 2016. Those LROs were subsequently refunded because we did not renew our sales authorization with the various states on time. We are offering these LROs for purchase again under the original terms. Please see PQA 39 in the "SEC Filing Information" section below. We advanced the Borrower the money it needed to purchase this property on November 10, 2016 through a wholly owned subsidiary. The Borrower is now in possession of the property. If this offering is fully subscribed, the property will be assigned to us from the subsidiary, and we will continue to administer and service the loan per the terms of our Offering Circular. Some of the proceeds from the sale of LROs will be used to repay the subsidiary for the portion of the loan it has already advanced. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 39 to the Offering Circular dated December 8, 2015 (each, as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWER'S REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY APOLLO REAL ESTATE INVESTMENTS, LLC FINANCIAL DATA Reporting date: 12/31/16 PROJECTS / REVENUE Reporting period: 2016 DATE OF FORMATION ⋆ 10/08/2016 Value of Properties $0 Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin% N/A PRINCIPAL Jason Jones GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2015 FOCUS Fix & Flip Loans Funded 1 Loans Repaid 0 Completed Projects Per Year 3 Average Project Revenue $150K On Time Repayment N/A Average Project Time 3 months Average Total Project Costs $100K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE OFFERING CIRCULAR MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. YOU MAY ACCESS THE OFFERING CIRCULAR BY CLICKING HERE.
| PS-224 |
B PROJECT SUMMARY | 2149 NEWNAN STREET, EAST POINT, GA 30344 BORROWER Sunshine Construction Group Joseph Michael - principal Rate Projected Term Loan to ARV Loan Amount Investors 9.6% 12 months 60.6% $113,200 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $113,200 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW FINANCIAL OVERVIEW After Repair Value (ARV) $186,887 Total Project Costs $125,700 $61,187 GROUNDFLOOR $113,200 $12,500 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $30,000 Purchase Date 11/16/2016 Loan To ARV 60.6% Loan To Total Project Cost 90.1% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 5 10 Quality of Valuation Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 4 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $186,887 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION 2149 NEWNAN STREET, EAST POINT, GA 30344 Address: The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS LROs for this loan were originally issued by Groundfloor on December 27th, 2016. Those LROs were subsequently refunded because we did not renew our sales authorization with the various states on time. We are offering these LROs for purchase again under the original terms. Please see PQA 39 in the "SEC Filing Information" section below. We advanced the Borrower the money it needed to purchase this property on November 16, 2016 through a wholly owned subsidiary. The Borrower is now in possession of the property. If this offering is fully subscribed, the property will be assigned to us from the subsidiary, and we will continue to administer and service the loan per the terms of our Offering Circular. Some of the proceeds from the sale of LROs will be used to repay the subsidiary for the portion of the loan it has already advanced. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower has not undertaken any projects in the past year. As such, the Borrower's average revenue, costs and margins cannot be calculated. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 39 to the Offering Circular dated December 8, 2015 (each, as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWER'S REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY SUNSHINE CONSTRUCTION GROUP FINANCIAL DATA Reporting date: 12/31/16 PROJECTS / REVENUE Reporting period: 2016 DATE OF FORMATION ⋆ 06/20/2007 Value of Properties $0 Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin% N/A PRINCIPAL Joseph Michael GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2015 FOCUS Fix & Flip Loans Funded 1 Loans Repaid 0 Completed Projects Per Year 2 Average Project Revenue $140K On Time Repayment N/A Average Project Time 4 months Average Total Project Costs $90K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE OFFERING CIRCULAR MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. YOU MAY ACCESS THE OFFERING CIRCULAR BY CLICKING HERE.
| PS-225 |
PART III — EXHIBITS
Exhibit Index
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Exhibit Description (hyperlink) |
Filed Herewith |
Form | File No. | Exhibit |
|
Filing Date | |||||
| 2.1 | Groundfloor Finance Inc. Second Amended and Restated Articles of Incorporation | 1-A/A | 024-10496 | 2.1 | November 25, 2015 | |||||||
| 2.2 | Groundfloor Finance Inc. Bylaws | 1-A/A | 024-10440 | 2.2 | July 1, 2015 | |||||||
| 3.1 | Amended and Restated Investors’ Rights Agreement | 1-A/A | 024-10496 | 3.1 | November 25, 2015 | |||||||
| 3.2 | Form of Investor Agreement | 1-A/A | 024-10440 | 3.3 | August 21, 2015 | |||||||
| 4.1 | Standard Form of LRO Agreement | 1-A/A | 024-10496 | N/A | December 8, 2015 | |||||||
| 6.1 | Executive Employment Agreement with Brian Dally dated November 19, 2014 | 1-A/A | 024-10440 | 6.1 | July 1, 2015 | |||||||
| 6.2 | Executive Employment Agreement with Nikhil Bhargava dated November 19, 2014 | 1-A/A | 024-10440 | 6.2 | July 1, 2015 | |||||||
| 6.3 | Offer Letter for Benjamin Armstrong dated September 12, 2013 | 1-A/A | 024-10440 | 6.3 | July 1, 2015 | |||||||
| 6.4 | Offer Letter for Chris Schmitt dated February 24, 2014 | 1-A/A | 024-10440 | 6.5 | July 1, 2015 | |||||||
| 6.5 | Form of Offer Letter for Officers and Key Employees | 1-A POS | 024-10440 | 6.5 | September 29, 2016 | |||||||
| 6.6 | 2013 Stock Option Plan | 1-A/A | 024-10440 | 6.6 | July 1, 2015 | |||||||
| 6.7 | Option Award Agreement for Michael Olander Jr. | 1-A/A | 024-10440 | 6.8 | July 1, 2015 | |||||||
| 6.8 | Option Award Agreement for Chris Schmitt | 1-A/A | 024-10440 | 6.9 | July 1, 2015 | |||||||
| 6.9 | Option Award Agreement for Ben Armstrong | 1-A | 024-10488 | 6.10 | October 7, 2015 | |||||||
| 6.10 | Option Award Agreement for Richard Tuley | 1-A | 024-10488 | 6.11 | October 7, 2015 | |||||||
| 6.11 | Option Award Agreement for Bruce Boehm | 1-A | 024-10488 | 6.12 | October 7, 2015 | |||||||
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Exhibit Description (hyperlink) |
Filed Herewith |
Form | File No. | Exhibit |
|
Filing Date | |||||
| 6.12 | Form of Nonqualified Stock Option Agreement | 1-A POS | 024-10488 | 6.12 | September 29, 2016 | |||||||
| 6.13 | Form of Incentive Stock Option Agreement | 1-A POS | 024-10488 | 6.13 | September 29, 2016 | |||||||
| 6.14 | Stock Repurchase Agreement for Benjamin Armstrong | 1-A/A | 024-10440 | 6.10 | July 1, 2015 | |||||||
| 6.15 | Stock Repurchase Agreement for Nikhil Bhargava | 1-A/A | 024-10440 | 6.11 | July 1, 2015 | |||||||
| 6.16 | Stock Repurchase Agreement for Brian Dally | 1-A/A | 024-10440 | 6.12 | July 1, 2015 | |||||||
| 6.17 | Stock Repurchase Agreement for Chris Schmitt | 1-A/A | 024-10440 | 6.13 | July 1, 2015 | |||||||
| 6.18 | Series Seed Preferred Stock Purchase Agreement | 1-A/A | 024-10440 | 3.1 | July 1, 2015 | |||||||
| 6.19 | Series A Preferred Stock Purchase Agreement | 1-A/A | 024-10496 | 6.18 | November 25, 2015 | |||||||
| 6.20 | Right of First Refusal and Co-Sale Agreement | 1-A/A | 024-10496 | 6.19 | November 25, 2015 | |||||||
| 6.21 | Form of Loan Agreement | 1-A/A | 024-10440 | 6.14 | July 1, 2015 | |||||||
| 6.22 | Form of Promissory Note | 1-A/A | 024-10440 | 6.15 | July 1, 2015 | |||||||
| 10.1 | Power of attorney | 1-A | 024-10496 | N/A | November 19, 2015 | |||||||
| 10.2 | Power of attorney with new director | 1-A/A | 024-10496 | N/A | November 25, 2015 | |||||||
| 11.1 | Consent of Hughes Pitman & Gupton, LLP | 1-A POS | 024-10496 | 11.1 | March 18, 2016 | |||||||
| 11.2 | Consent of Robbins Ross Alloy Belinfante Littlefield LLC (included as part of Exhibit 12.1) | X | ||||||||||
| 12.1 | Opinion of Robbins Ross Alloy Belinfante Littlefield LLC | X | ||||||||||
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 11, 2017.
| GROUNDFLOOR FINANCE INC. | ||
| By: | /s/ Nick Bhargava | |
| Name: | Nick Bhargava | |
| Title: | Executive Vice President, Secretary and Acting Chief Financial Officer | |
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * | President, Chief Executive Officer and Director (Principal Executive Officer) | January 11, 2017 | ||
| Brian Dally | ||||
| /s/ Nick Bhargava | Executive Vice President, Secretary Acting Chief Financial Officer and Director (Principal Financial and Accounting Officer) | January 11, 2017 | ||
| Nick Bhargava | ||||
| * | Director | January 11, 2017 | ||
| Sergei Kouzmine | ||||
| * | Director | January 11, 2017 | ||
| Bruce Boehm | ||||
| * | Director | January 11, 2017 | ||
| Michael Olander Jr. | ||||
| * | Director | January 11, 2017 | ||
| Richard Tuley Jr. |
| *By: | /s/ Nick Bhargava | |
| Nick Bhargava | ||
| Attorney-in-fact | ||
