PART II AND III 2 mci_vii-1aa8.htm PART II AND III

  

Preliminary Offering Circular

March 6, 2024

Subject to Completion

 

MCI INCOME FUND VII, LLC
2101 Cedar Springs Road, Suite 700
Dallas, Texas 75201
(888) 418-3730

 

7.00-9.00% Senior Secured Bonds (Class A Bonds)
7.50-9.50% Senior Secured Bonds (Class B Bonds)

 

$75,000,000 Aggregate Maximum Offering Amount (75,000 Bonds)
$10,000 Minimum Purchase Amount (10 Bonds)

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 8 to Form 1-A, originally filed by MCI Income Fund VII, LLC on November 18, 2022, as last amended on February 13, 2024,, is being filed solely to include certain amended exhibits. Accordingly, this Amendment consists only of the explanatory note, the signature page to the Form 1-A/A, the exhibit index and exhibits indicated therein. The Preliminary Offering Circular is unchanged and therefore has been omitted.

 

 

 

 

 

 

   

 

  

PART III - EXHIBITS

 

EXHIBIT INDEX

 

Exhibit  
Number Exhibit Description
   
(1)(a) Managing Broker-Dealer Agreement by and between Primus Financial Services, LLC and MCI Income Fund VII, LLC *
   
(2)(a) Certificate of Formation of MCI Income Fund VII, LLC *
   
(2)(b) Limited Liability Company Agreement of MCI Income Fund VII, LLC *
   
(3)(a) Form of Indenture *
   
(3)(b) Form of Class A Bond *
   
(3)(c) Form of Class B Bond *
   
(3)(d) Pledge and Security Agreement *
   
(3)(e) Form of Promissory Note *
   
(4) Subscription Agreement *
   
(11)(a) Consent of Lane Gorman Trubitt, LLC
   
(11)(b) Consent of Whiteford, Taylor & Preston, LLP **
   
(12) Opinion of Whiteford, Taylor & Preston, LLP regarding legality of the Bonds *
   
(99) MCI Income VII, LLC Loan Policies and Procedures *

__________________________

*Previously filed.
**Included with the legal opinion provided pursuant to Item (12).

 

 

 

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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/A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on March 6, 2024.

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

By: MCI HOLDINGS, LLC  
  Its: Sole Member  
       
       
  By:   /s/ Arash Afzalipour  
  Name: Arash Afzalipour  
  Its: Co-President  
       
       
  By:   /s/ Armin Afzalipour  
  Name: Armin Afzalipour  
  Its: Co-President  

 

 

 

By: /s/ Armin Afzalipour                                                

Name: Armin Afzalipour

Its: Co-President

(Principal Executive Officer)

 

 

By: /s/ Richard Wygle                                                    

Name: Richard Wygle

Its: Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

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