USCIS-APPROVED EB-5 INVESTMENT PROJECT

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Cedars Lodge and Spa EB-5 Funding, LLC

Fairmont Branded Residences & Hotel Project in Hendersonville, NC

$1,050,000 Individual Investment

5% Preferred Return

Up to $21,000,000

THE SECURITIES DESCRIBED HEREIN (THIS “SUMMARY”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED UNDER ANY STATE’S SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SUMMARY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS SUMMARY WAS CREATED FOR THE SOLE PURPOSE OF IDENTIFYING INVESTOR DEMAND AND NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE CONTENTS OF THAT CERTAIN PRIVATE PLACEMENT MEMORANDUM DATED JANUARY 23, 2023 (THE “PPM”).

AN INVESTMENT IN THESE SECURITIES INVOLVES A SUBSTANTIAL RISK OF LOSS, WHICH MAY INCLUDE ALL YOUR INVESTMENT. YOU SHOULD REVIEW THE ENTIRE CONTENTS OF THE PPM, INCLUDING THE RISKS SET FORTH THEREIN.

EB-5 Program & Project Overview

The EB-5 Program

  • The EB-5 Program makes green cards available to foreign individuals and their immediate family members investing $1,050,000 in a “New Commercial Enterprise.”

  • New laws allow certain lawfully present nonimmigrant persons (such as international students and H1-B holders) to benefit from concurrent filings and receive work and travel authorizations in as little as six months.

  • EB-5 visas are tracked separately from other employment and family-based categories, often granting a faster path to a green card to traditionally backlogged nationalities, such as Chinese and Indian.

New Commercial Enterprise:

Cedars Lodge and Spa EB-5 Funding, LLC

Regional Center:

EB-5AN

Placement Agent:

Carofin Logo

Project Status:

Approved by USCIS on May 14, 2024

Investment Amount:

$1,050,000

Preferred Return:

5.00% per Annum

Number of EB-5 Investors:

20 (15 available)

Jobs Created per Investor:

34.3, more than 3x the USCIS requirement of 10 per investor

Aggregate EB-5 Loan Size:

$21,000,000

EB-5 Loan Terms:

3-year maturity with 1-year extension option. Secured by second mortgage on real property.

Project Location:

Hendersonville, North Carolina, with Henderson County’s population growth outpacing that of the state of North Carolina between 2000 and 2020

A RESIDENCE. A RESORT. FOCUSED ON SERVICE AND AMENITIES.

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WHERE PAMPERING IS JUST THE BEGINNING

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The Asheville-Hendersonville Metropolitan Area

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COME TO HENDERSONVILLE (HENDO, TO LOCALS)

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Hendersonville is a historic city that is part of the Western North Carolina/Asheville corridor. A mere 15-minute drive to the Asheville Regional Airport, Hendersonville is one of the most accessible cities in North Carolina, with direct flights from New York, Boston, Fort Lauderdale, Dallas, Las Vegas, and many more. International visitors also have quick access via hubs in Charlotte and Atlanta.

A LITTLE SOMETHING FOR EVERYONE

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It’s the second largest city center in the region, neither too big nor too small. And, its location puts it right in the middle of anything you could ever dream to do. For those who love the outdoors, the city is at the foot of Pisgah National Park and the DuPont State Recreational Forest. Each offers hiking, biking, and more. The Sierra Nevada Brewing Company and North Carolina pit-smoked barbecue sit alongside world-class fine dining, a thriving arts scene, and Broadway-style theatre.

Revenue and Return of Capital

EB-5 capital will be repaid from both condominium sales and income generated by the property. Total gross sales from Pisgah Tower, Dupont Tower, and the Townhomes are expected to be $243,589,795, leaving sufficient room to pay back the EB-5 loan. Fairmont Heritage Place – The Cedars will also generate significant income from (i) the short-term rental (hotel) program and (ii) food and beverage sales. These projected revenues are:

2027: $8,131,000

2028: $10,013,000

The preceding financial projections reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations, with some of these views detailed in the “Key Assumptions” section of this Summary. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward looking financial projection. Please see thenote regarding forward-looking statements and the “Risk Factors – Summary” for more information about the risks related to these projections. Additional details are available in the data room for further review.

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Fairmont, an Accor Brand

Fairmont is an iconic hospitality brand known for exceptionally elegant hotel properties in many of the world’s most extraordinary cities and vacation destinations. It is owned by Accor, which is the sixth largest hospitality company worldwide, operating in 5,300 locations in over 110 countries.

Accor

Branded-Residence Ownership

Ownership of a branded residence by Fairmont provides value and benefits resulting from its long, global experience in the hospitality and real estate sector. Owners can live in their units, rent them independently, or place them in the Fairmont-managed short-term rental program, allowing Fairmont to rent the units as traditional hotel rooms. Unit owners enjoy:

  • Distinction as a property by a known and respected brand
  • VVIP status in the Accor Ownership Benefits Program
  • Assurance of privacy, exclusivity, luxury, and prestige
  • Excellence in design and innovation
  • Professional management
  • 24/7 on-demand services

The World of Accor

Hospitality brands owned by Accor span the globe and set a level of excellence and innovation that is appreciated by the world’s most discerning travelers.

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“Fairmont Heritage Place – The Cedars (“Residential Project”)” is not owned, developed, or sold by Accor Hotels & Resorts (Maryland) LLC or its affiliates. Cedars Lodge & Spa, LLC, a North Carolina limited liability company (“Licensee”), is independently owned and operated and is solely responsible for the ownership, development, and operation of the Residential Project. Licensee uses the Fairmont Brand and certain Fairmont trademarks pursuant to a limited, nonexclusive, non-transferable and non-sub licensable license from Accor Hotels & Resorts (Maryland) LLC.

Fairmont's Unrivaled Presence

Fairmont has a worldwide footprint with 81 hotels and 28 under development, including luxury hotels, private residences, and a sense of belonging across all properties and residences.

Fairmont’s brand covers the globe and represents the best of the best.

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Consider Fairmont Heritage Place - The Cedars For Your EB-5 Investment

This $21,000,000 EB-5 offering will provide 20 investors and their families the opportunity to obtain lawful permanent residency in the United States. The offering proceeds will be used to fund construction of the Fairmont Heritage Place – The Cedars in Hendersonville, North Carolina.

Specifically, this EB-5 Project will consist of the construction of two six-story towers (Pisgah and Dupont respectively) featuring a total of 130 Fairmont branded residences, and the renovation and restoration of the historic Cedars Hotel located on-site, which will feature signature Fairmont amenities.

The Fairmont-branded residences will consist of impeccably designed units ranging from studios of approximately 500 SqFt to Penthouses of up to 3,635 SqFt.

This world-class property is designed as a private resort and will house a signature Fairmont operated restaurant, multiple pools, a spa, and more. Fairmont Heritage Place – The Cedars is owned and developed by Cedars Lodge & Spa, LLC which is managed by well-known real estate developer Gregg Covin.

Apartment Rendering

The Project Has Received Its I-956F Approval From USCIS

EB-5 investors should seek to minimize immigration-related risks by selecting an EB-5 project that has already received Form l-956F approval. USCIS will only approve an investor’s EB-5 petition (Form l-526E) once the associated project has received this approval.

On May 14, 2024, the Fairmont Heritage Place – The Cedars EB-5 project received Form l-956F approval. This means that the project’s business plan and structure meet all EB-5 program requirements.

This approval significantly minimizes investor risk and accelerates I-526E adjudication processingtimes.

Approval

Expected Return of Capital in Three Years

USCIS has confirmed the shortened investment sustainment period described in the EB-5 Reform and Integrity Act of 2022. This has enabled the Fairmont Heritage Place — The Cedars EB-5 project to provide a three-year loan term to EB-5 investors— one of the shortest EB-5 loan terms on the market.

Due to (i) strong presales, (ii) an executed 3-year loan agreement, and (iii) an intercreditor agreement signed by the senior lender, this is one of the few EB-5 projects on the market in a position to return EB-5 capital in three years.

The three year loan term will have a one-year extension option, exercisable with the mutual consent of the lender and borrower.

Approval 2

Paperwork

EB-5 Project Capitalization Table

Sources ($)
Construction Loan 96,052,418 46.12%
EB-5 21,000,000 10.08%
Mezzanine Loan (EB-5 Redeployment) 6,000,000 2.88%
Buyer Deposits 78,801,148 37.83%
Developer Equity 4,150,000 1.99%
Post Payoff Closing Proceeds 2,282,466 1.10%
Total Sources
Phase-I Pisgah Tower
Phase-II Dupont Tower
Phase-III Townhomes
208,286,032 100.00%
Sales ($)
Phase-I Pisgah Tower 63,082,995 25.90%
Phase-II Dupont Tower 94,926,800 38.97%
Phase-III Townhomes 85,580,000 35.13%

• EB-5 funds will be used to fund construction of Phases I and II.

• Primarily, EB-5 investor payback will come from Phase I, II, and III sales.

• As of December 2024, the Pisgah Tower is more than 90% pre-sold. Overall, 63 out of 118 units in Pisgah and Dupont have pre-sold.

• Recent condominium sales have reached $1,100 p/s/f, including a $2.7mm penthouse sale in the Pisgah Tower.

The developer has secured a senior revolving construction loan with a maximum balance of $32mm. The developer will use the first $32mm to partially fund construction of the Pisgah Tower. Once the $32mm has been paid back (through condo sales and operations), the developer can continue to access to up to $32mm of senior loan proceeds at a time. Because this is a ‘revolving’ loan, there will never be more than $32mm of senior loan proceeds ahead of the EB-5 loan.

Project Security

Capital Building

Senior Loan

The project has secured a senior revolving construction loan from Fuse Group Funding with a maximum balance of$32.0 million.

  • This loan is being used to fund construction of the Pisgah Tower. Then, revenues generated through sale/operations of the Pisgah Tower will be used to repay the drawn balance.

  • Once repaid, the Developer will use the senior revolving loan to fund construction of the Dupont Tower. Once again, sales/operations from the Dupont Tower will be used to repay the drawn balance.

Senior Loan and EB-5 Loan Security

  • The Senior Loan is secured by a first recorded security interest on the property in favor of Fuse Funding. The EB-5 Loan is secured by the second-recorded security interest on the property.

  • The benefit of the ‘revolving’ loan is that there will be at most $32 million ahead of the EB-5 loan’s second-lien position.

  • An Appraisal Report prepared by CBRE, Inc. estimated The Fairmont Heritage Place – The Cedars to be valued at $164,500,000 at completion, far exceeding the debt on the property.

  • Revenue generated by Dupont tower sales and Phase III Townhouse sales will be used to repay remaining senior and EB-5 loans.

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The Project Has Fully Repaid Its First EB-5 Investor

To complete its capital stack, the Fairmont Heritage Place-The Cedars project has borrowed $4,500,000 of redeployed EB-5 investment funds.

In September 2024 and in accordance with the EB-5 redeployment loan agreement, the project developer fully repaid the first EB-5 redeployment investor eligible for repayment.

This full repayment highlights:

1)The strength of the project and its condominium sales.

2)The developer's commitment to timely repaying EB-5 investors.

Past performance is not a guarantee of future results

Construction Workers

JOB CREATION

To qualify for an EB-5 visa, the EB-5 project must create ten jobs for each EB-5 investor. As a Regional Center sponsored project, direct, indirect, and induced jobs may be counted towards this job creation requirement.

The EB-5 Economic Impact Analysis performed states that the Fairmont Heritage Place – The Cedars will generate 686.2 permanent and full-time jobs as a result of its construction and operations.

Each EB-5 investor will be assigned approximately 34.3 jobs, more than 3x USCIS requirements.

CONCURRENT FILING EXPLAINED

The EB-5 Reform and Integrity Act of 2022 (RIA) significantly improved the EB-5 process. For the first time, a qualifying individual present in the U.S. may simultaneously file his/her Form I-526E (EB-5 Petition) and Form I-485 (application to adjust status). This means that EB-5 investors present in the U.S. can now live in the U.S. while awaiting adjudication of their EB-5 petitions.

EB-5 investors (and their spouses and dependents) present in the U.S. admitted in valid non-immigrant visa categories such as H-1B, E-2, F-1, or L-1 can now (i) remain in the U.S.,(ii) obtain work authorization, and (iii) obtain travel permits.

For instance, F-1 students can now remain in the U.S. after graduation without the obligation to find training or an employer sponsor. This provides them with unprecedented freedom to engage in entrepreneurship and not be tied to one specific employer.

Developer Experience

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Gregg Covin is the Manager of Cedars Lodge & Spa, LLC. Over the last 25 years, Gregg Covin has set the standard for cutting-edge developments in the region. His portfolio highlights include:

One Thousand Museum

In 2012, Covin and his partners acquired the last remaining waterfront skyscraper site in Downtown Miami and commissioned Renowned architect Zaha Hadid to design her first tower in the Western Hemisphere. The 709-foot-tall One Thousand Museum was completed in 2018 and has been setting price records including a $20 million penthouse sale to soccer star David Beckham.

Ten Museum Park

In 2007, Covin completed development of the world-famous Ten Museum Park mixed-use tower on the Downtown Miami waterfront. This 50-story crystalline tower was designed by Chad Oppenheim and sold out all 200 condominiums in nine days. The tower features an outpost of the number one-ranked spa in the world and was developed in conjunction with the world-famous Clinique La Prairie of Switzerland.

Kimpton Angler’s Hotel

Covin’s Angler’s Hotel was a massive urban revitalization project as it encompassed the entire 600 Block of Washington Avenue in Miami Beach. This hotel was designed by the world-famous designer of the Versace Mansion, the late Wallace Tutt, and was awarded the Dade Heritage Award for Historic Preservation. It is now known as the Kimpton Angler Hotel.

Construction Team

Turner

General Contractor—Turner Construction, LLC

With a staff of over 10,000 employees in over 20 countries, the company completes $12 billion of construction on 1,500 projects each year. Representative projects include the 73-story Wilshire Grand Hotel in Los Angeles, California, and The Terranea Resort in Rancho Palos Verdes, CA, a 360-room luxury hotel tower with 102 acres of infrastructure.

RBA

Architect—RBA Group, Inc.

Formed in 1999, the firm has worked on projects in 26 states, including the Hyatt Place in Asheville, NC, Homewood Suites in Charleston, SC, and other breweries, restaurants, and medical parks.

CDC

Civil Engineer—Civil Design Concepts, PA.

Headquartered in Asheville, NC, Civil Design Concepts has completed over 1,700 site development projects throughout Western North Carolina, Eastern Tennessee, and upstate South Carolina.

Construction Team

Fairmont Heritage Place — The Cedars Construction Photos

Construction Photos

As of December 2024, the team is constructing the fifth floor of the Pisgah Tower (Phase I) and the Pisgah Tower elevator shafts.

Turner Construction has a dedicated team on site building the project. The Pisgah Tower is expected to be completed in Q3 2025.

NCE Management Team

Bennett Blachar, Co-Manager ofthe NCE Manager

Bennett Blachar, an attorney licensed in Florida and New York, gained his initial experience in the EB-5 industry while working at Saul Ewing Arnstein & Lehr LLP, a reputable firm that represents developers and EB-5 investors. Currently, he is the general counsel for both EB5 for Florida Regional Center and EB5 Restaurants, LLC. These organizations are trailblazers in the restaurant sector of the EB-5 industry and have successfully raised EB-5 investment capital for renowned chefs and brands that have received James Beard and Michelin Star awards. As general counsel, Mr. Blachar provides advisory services to three distinct EB-5 investment funds.

Jennifer Zawid, Co-Manager of the NCE Manager

Jennifer Zawid, is a Florida-barred attorney who also holds an LLM in Real Property Developmentfrom the University of Miami School of Law. She has extensive experience in the EB-5 field having previously held postions at LCR Capital Partners, where she was involved in business development and legal and compliance matters and Fort Partners, focusing on real estate acquisitions, EB-5, and general legal matters. Ms. Zawid has also served as an Enforcement Attorney with the U.S. Securities and Exchange Commission, and as a Staff Attorney at the U.S. Department of Justice/Civil Division/Office of Immigration Litigation.

Michael Conaghan, Co-Manager of the NCE Manager

Michael Conaghan is a seasoned real estate professional with a career spanning over 37 years. He has an extensive background in residential, hospitality, and mixed-use real estate properties, as well as extensive expertise in development, debt and equity finance, acquisition, disposition, and asset management. Throughout his career, Mr. Conaghan has successfully handled significant debt and equity transactions totaling over $4.5 billion. He was a founding partner at Fort Partners, LLC, where he oversaw all property acquisition, financing, structuring, and dispositions, and was instrumental in the development of their award winning luxury hotels and condominiums, including renowned properties such as the Four Seasons Hotels in Surfside, Palm Beach, Miami, and Fort Lauderdale, Florida. Prior to that, he held prominent positions in development, finance and asset management for notable companies such as GreatWolf Resorts and life insurance companies.

Spencer Bernstein, Co-Manager of the NCE Manager

Mr. Bernstein holds the position of Managing Director at EB5 Restaurants, LLC, a pioneering company in the restaurant sector of the EB-5 industry. He is also an associate at EB5 for Florida Regional Center. With a Bachelor of Arts degree from Stetson University, Mr. Bernstein primarily focuses on fund administration, sales, and marketing. When the EB-5 Regional Center program lapsed in 2021-2022, he helped EB5 Restaurants, LLC raise over $10million of EB-5 funds through direct EB-5 restaurant offerings.

Activities

Regional Center Experience

The project is sponsored by EB5 Affiliate Network State of North Carolina Regional Center, part of the EB5 Affiliate Network – the largest EB-5 regional center operator in the U.S.

With more than 10 USCIS-approved regional centers covering 20+ states, EB5 Affiliate Network has raised more than $900 million of EB-5 funds and has sponsored over 1,800 EB-5 investors. Through its Regional Center projects, EB5 Affiliate Network has created more than 34,000 EB-5-qualifying jobs and has a 100% approval rate on USCISadjudicated projects.

In addition, the EB5 Affiliate Network team has industry-leading EB-5 and real estate knowledge, having been involved in more than $3 billion of leveraged buyouts, IPOs, and real estate development.

As its Regional Center Sponsor, EB5 Affiliate Network will oversee Regional Center compliance for The Fairmont Heritage Place – The Cedars EB-5 project.

EB-5AN

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Key Assumptions

Ramp 2027 Stabilized 2028
Days $ 365 $ 365
Branded Residences $ 130 $ 130
Lock-Out Hotel Rooms $ 44 $ 44
Branded Residences Occupancy 60% 65%
Lock-Out Occupancy 70% 78%
ADR $ 244 $ 264

Projected Unit Sales Per Year by Unit Type

Unit 2025 2026/2027
Studio 0 6
1B 3 11
2B 3 27
3B 2 10
PH 4 5
Total 12 59

Projected Sales Revenue by Unit Type ($ in 000s)

Unit Revenue
Studio $ 3,348
1B $ 12,358
2B $ 44,185
3B $ 23,391
PH $ 7,922
Total $ 91,204

Participation in the short-term rental program is expected to be 70%.

Room expenses are assumed to be 25% of room revenue.

The majority of the units in Pisgah Tower have already been sold. Sales are expected to increase in volume when construction of the first tower is finished.

Summary of Principal Terms

The following summary is by its nature incomplete and is qualified in its entirety by reference to the detailed provisions of the Company’s Operating Agreement dated January 30th, 2023. Prospective investors are urged to read the Company’s PPM and its exhibits, including the Operating Agreement, Subscription Booklet, Escrow Agreement, and supplemental disclosure, carefully and in their entirety and to review such materials and consult with their own investment, tax, legal and financial advisors prior to making an investment decision. Terms capitalized but not defined herein shall have the meaning assigned to them in the PPM

EB-5 Program

The NCE will acquire funds to extend the Loan through the private sale of Units intended to qualify the subscribers of such Units under the EB-5 Program of the United States Immigration and Nationality Act. In general, foreign nationals may become eligible to obtain lawful permanent resident status in the United States through a Qualifying Investment in one or more capital investment opportunities projected to create 10 new, full-time jobs per EB-5 investor. Under the RIA and the Forthcoming New Regulations, (i) investments outside a Targeted Employment Area, not within a rural area and/or investments which are not infrastructure projects must be at the amount of $1,050,000; and (ii) investments sponsored by a regional center may count indirect job creation; provided, that at least 10% of the job creation allocated to an EB-5 investor qualifies as direct job creation.

Offering

The Offering is the offer and sale of up to 20 Units under the terms and conditions described in this Memorandum.

Members

The Members of the NCE are comprised of all subscribers who have purchased Units in this Offering and have been accepted into the NCE by the NCE Manager pursuant to the terms of the Operating Agreement.

Use of Proceeds

The proceeds from the Offering will be used to fund the Loan to the Project Company. The Project Company will use Disbursements from the Loan to finance a portion of the development and construction costs relating to the Project, directly and/or through repayment of Bridge Financing.

Loan

The NCE will use the proceeds of the Offering to make the Loan to the Project Company in a maximum principal amount of $21.0 million under the terms of the Loan Agreement. The actual principal amount of the Loan will also depend on the number of Units sold in the Offering. The term of the Loan for each Disbursement will be three years and will have a one-year extension, that may be exercised with the mutual consent of the NCE and the Project Company.

Security

The Loan is secured by the Second Recorded Security Interest on the Property in favor of the NCE, which constitutes a second-lien position deed of trust, mortgage, or deed to the Property, which has been recorded in the official records of Henderson County, North Carolina.

Preferred Return

Each Member will be allocated and entitled to receive a Preferred Return, which is a non-guaranteed, cumulative, non-compounded annual distribution to such Member that is, subject to certain adjustments under the Operating Agreement, calculated like interest equal to 5.0% per annum on the unrecovered Subscription Amount of such Member that has been invested in the Loan. The amount of Preferred Return may be reduced by such Member’s pro rata portion of any applicable fund administration, legal, or tax expenditures, as deemed appropriate by the NCE Manager.

Completion Guaranty

The Project Company has obtained a guaranty of completion (the “Completion Guaranty”) dated January 23, 2023, from Greggory Covin, individually, and 719NOMAIN, LLC, a North Carolina limited liability company (individually and collectively the “Completion Guarantor”), in favor of the NCE that guarantees that the construction of the Project will be completed, as evidenced by the issuance of a permanent or temporary certificate of occupancy. The Completion Guaranty guarantees substantial completion of construction of the Project and does not guarantee the return of any Member’s capital or any Preferred Return thereon.

NCE

Cedars Lodge and Spa EB-5 Funding LLC, is a Florida limited liability company organized on October 12, 2020, with its principal place of business located at Unit 824, 12555 Biscayne Boulevard, North Miami, Florida 33181. The NCE is under the control of the NCE Manager, which in turn is under the control of the Co-Managers. The NCE was established to make the Loan to the Project Company to partially fund the development and construction of the Project through the sale of Units in this Offering.

NCE Manager

The NCE Manager is Cedars Lodge and Spa EB-5 Investor Management LLC, a Florida limited liability company organized on October 12, 2020, with its principal place of business located at Unit 824, 12555 Biscayne Boulevard, North Miami, Florida 33181. The NCE Manager will administer and undertake day-to-day management decisions for the NCE. The NCE Manager is co-managed by Bennett Blachar, Spencer Bernstein, Jennifer Zawid, and Michael Conaghan (“Co-Managers”).

Regional Center

The Regional Center is EB5AN NC and Great Lakes Regional Center, LLC f/k/a EB5 Affiliate Network State of North Carolina Regional Center, LLC, a Florida limited liability company organized on June 29, 2015, with its principal place of business located at 954 Avenida Juan Ponce de León, Miramar Plaza, Suite 205, San Juan, Puerto Rico 00907. The Regional Center was approved by USCIS as a regional center under the EB-5 Program on June 29, 2015, with geographic coverage of all counties within the State of North Carolina. The Regional Center is owned and controlled by Samuel B. Silverman and Michael B. Schoenfeld who are unaffiliated with the NCE Manager, the NCE, and the members of the Developer Group.

Subscription Amount

The Subscription Amount for one Unit is $1,050,000, the minimum investment required for each investor for Qualifying Investments outside a Targeted Employment Area and not in an infrastructure project.

Administrative Fee

The Administrative Fee is $60,000, which subscribers will pay together with the $1,050,000 Subscription Amount, for a total of $1,110,000. The Administrative Fee proceeds will reimburse the NCE Manager and the NCE for a portion of the Offering expenses, including, without limitation, any legal, accounting, travelling, and overseas marketing fees and expenses. The first $60,000 deposited into the Escrow Account by a subscriber will be deemed such subscriber’s Administrative Fee. In no event will any part of the Subscription Amount be used to pay any such fees and expenses.

Origination Fee

With respect to any Disbursement, the Project Company will pay the NCE an origination fee equal to 2.0% (the “Origination Fee”) of the aggregate amount of such Disbursement, within 30 days of the date of such Disbursement. The Project Company shall not pay such fee from any Loan proceeds but shall use other available funds. The NCE will pay the proceeds of the Origination Fee as a management fee to the NCE Manager.

Placement Fee

Carolina Financial Securities, LLC (“CFS”) will be entitled to $60,000 from the Administrative Fee for any Investor which it refers to the Company (the “Placement Fee”). Additionally, CFS is entitled to an annual fee equal to 2.00% of the aggregate Subscription Amounts from investors it refers to the Company (the “Spread Fee”). The Placement Fee shall be paid by the NCE to CFS contemporaneously with its receipt by the NCE. The Spread Fee will be paid by the NCE within 7 business days from the NCE receiving its quarterly interest payment from the Project Company pursuant to the Loan. In no event will any part of the Subscription Amount be used to pay any such fees and expenses.

Financial Reports

The Members will receive annual financial statements on Schedule K-l reflecting their allocable share of the NCE’s profits and losses.

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Risk Factors

An investment in the Interests described in this Summary involves certain risks. You should carefully consider all of the following risk factors, in addition to all of the information contained in this Summary and the PPM prior to investing in the Interests. The risk factors described below are not the only ones facing the NCE and the Portfolio Investments. Additional risk factors not presently known or that are currently deemed immaterial may also impair the Fund’s business operations. The Fund’s business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks. If any of the following risks occur, the Fund's business, financial condition, or results of operations could be seriously harmed. In such a case, an investor could lose all or part of its investment.

Risks Related to Real Estate and Financing of Real Estate

  • Investment in the NCE is subject to general real estate risks.

  • The NCE will rely on third parties to develop and construct the Project.

  • The timing of completion of the Project is not guaranteed.

  • The rights of the NCE under the Loan may be subordinated to the rights of the Senior Lender and other third parties.

  • The NCE’s rights may become worthless following a default under the Senior Loan.

  • There can be no assurance that the Developer Group will have sufficient funds to complete the Project and, in particular, the availability of the Senior Loan is subject to action by third parties over which the Developer Group and the NCE have no control.

Risks Related to the Offering and the Units

  • No Diversification of Investment.

  • An investment in the NCE requires a long-term commitment with no certainty of return.

  • The availability and timing of cash distributions is uncertain.

  • The NCE Manager, through its control of the NCE , represents the interests of both the NCE Manager and the Members under the Escrow Agreement.

  • The NCE Manager and the NCE may from time to time be subject to conflicts of interest.

  • The Members will not have an opportunity to negotiate the terms of the Operating Agreement.

  • A Member’s partially funded Subscription Amount may be released from Escrow.

Risks Related to Regional Center Designation and the EB-5 Program

  • The Regional Center may lose its USCIS designation as a regional center.

  • Forthcoming New Regulations may impact the NCE’s interpretation of the requirements of the RIA.

  • It is not clear how USCIS will interpret the RIA and/or the Forthcoming New Regulations with respect to I-526E Petitions and I-829 Petitions.

  • The Regional Center designation relies on the provisions of the Settlement Agreement.

  • The Regional Center has filed an Amendment, which is not guaranteed to be approved.

  • Impacts of the RIA and the Forthcoming New Regulations on I-526E adjudications are unclear.

The list of Risk Factors above is non-exhaustive and any potential investor should review the “Risk Factors” section of the PPM for additional risks and a discussion of all risks identified therein.

Preliminary Communication

This communication (the “Summary”) was prepared by Carofin, LLC (the “Placement Agent”) with information provided by Cedars Lodge and Spa EB-5 Funding LLC (the “Company” or “NCE”) for the sole purpose of allowing the Placement Agent to identify whether enough demand for the securities described herein exists within its investor base. No money or other consideration is being solicited, and if sent in response, will not be accepted. A person’s indication of interest involves no obligation or commitment of any kind. No offer to buy the securities can be accepted and no part of the purchase price can be received until any potential investor receives and reviews a private placement memorandum (the “PPM”) more fully describing the securities. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE CONTENTS OF THE PPM.

Please see “Important Disclosures” for other important information concerning this Summary and the securities described herein.

Caution Regarding Forward-Looking Statements

This Summary contains forward-looking statements that are based on the Company's current views and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially. These statements include, but are not limited to, projections of its operating and financial metrics. These forward-looking statements are typically identified by terms and phrases such as "anticipate," "believe," continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," and similar expressions.

These forward-looking statements, wherever they occur in this Summary, are estimates reflecting the best judgment of the management of the Company. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth under "Risk Factors" and elsewhere in this Summary and the PPM. The Company has no obligation to revise or update any forward-looking statement for any reason.

Important Disclosures

These securities have not been registered with the Securities and Exchange Commission (the "“SEC” or the “Commission”), or with any state securities commission or any other regulatory authority. The securities are being offered in reliance upon an exemption from the registration requirement of federal and state securities laws and cannot be resold unless the securities are subsequently registered under such laws or unless an exemption from registration is available. Neither the SEC nor any other agency has passed on, recommended or endorsed the merits of this offering (this “Offering”) or the accuracy or adequacy of this Summary. Any representation to the contrary is unlawful.

These securities are offered through Carofin, LLC, Member of FINRA/SIPC. Carolina Financial Securities is an affiliate of Carofin and both Broker-Dealers are affiliates of Carolina Financial Group, LLC. Documents have been prepared by Carolina Financial Securities and have been reviewed and approved by the management of the Company. The information contained herein has not been independently verified and is dependent on information provided by the Company to Carolina Financial Securities, LLC.

Our firms seek to present vital capital with meaningful investment opportunities through the fundamental analysis of the businesses we seek to finance. Such analysis is usually conducted through a First Principles approach.

When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you. Here are some examples to help you understand what this means:

Proprietary Products: Our firms will often present investments that are only available through them, which may result in a higher placement fee. The Firms will receive the placement fee regardless of your investment performing as expected.

Difference in Fees: Our Firms will receive different fees based on whether any prospective investor purchases Common Interests or Preferred Interests. As such, any prospective investor shall carefully review the terms of these Interests when making an investment decision.

Our firms offer brokerage services to accredited investors, exclusively through the sale of private placements. the offerings we bring to market are carefully selected, and any recommendation you may receive from us will be limited to these offerings. Therefore, we may be unable to adequately compare the risks and benefits of the offerings we bring to offerings presented by other financial professionals. While our firms will often present new investments and discuss such an investment’s risks and benefits with you, the ultimate authority to make such investment rests solely with you.

Our firms do not hold any investor cash or securities, and securities offered by us often have no easily assessable market value, so our firms will not monitor the market value of your investment on an ongoing basis. The investments we present often require a minimum investment of $5,000 for equity offerings and $10,000 for debt offerings. Fees and costs may reduce any amount of money you make on your investments over time. Our firms are mostly compensated through placement fees, which are payable by the issuer, meaning that the firms will be compensated by receiving a percentage of the funds raised in an offering, regardless of the investment performing as expected. Such placement fee is usually between 3% and 7%. Given that different investments have different placement fees, we may often have a conflict of interest when presenting these investments to you. The Firms’ bankers are often compensated by receiving a percentage of the placement fee, and may have their own conflict of interest when presenting you with offerings they structure.

Private placements are high risk and illiquid investments. As with other investments, you can lose some or all of your investment. Nothing in this document should be interpreted to state or imply that past results indicate future performance, nor should it be interpreted that FINRA, the SEC or any other securities regulator approves of any of these securities. Additionally, there are no warranties expressed or implied as to accuracy, completeness, or results obtained from any information provided in this document. Investing in private securities transactions bears risk, in part due to the following factors: there is no secondary market for the securities; there is credit risk; where there is collateral as security for the investment, its value may be imped if it is sold. Please see the Private Placement Memorandum (PPM), and the complete list of contents of this Offering Package for a more detailed explanation of the securities Summary of Terms, Investor Suitability Standards, Confidentiality, Securities Matters and Risk Factors.

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Relationship Summary (Form CRS)

Carolina Financial Securities, LLC and Carofin, LLC (“CFS” and “Carofin”, respectively) are affiliated broker-dealers registered with the Securities and Exchange Commission and members of FINRA and SIPC. The fees and services broker-dealers offer differ across the industry and it is important for you to understand such differences.

Free and simple tools to research firms and financial professionals are available at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.

You will find certain pertinent questions you may ask us when first establishing a relationship listed as “conversation starters” below. We invite you to visit our Knowledge Base for educational materials on private investments.

What investment services and advice can you provide me?

Our firms offer brokerage services to accredited investors, exclusively through the sale of private placements. A private placement is an offering of securities that is exempt from registration with the Securities and Exchange Commission and carries significant risks, which may result in the loss of some or all of your investment. Such risks include, but are not limited to, the inability to sell your investment for cash, the lack of publicly available information on the company issuing the security, and no guarantees of returns or periodic payments.

Our firms carefully select the offerings they bring to market, and any recommendation you may receive from us will be limited to these offerings. Therefore, we may be unable to adequately compare the risks and benefits of the offerings we bring to offerings presented by other financial professionals. While our firms will often present new investments and discuss such investment’s risks and benefits with you, the ultimate authority to make such investment rests solely with you.

Our firms do not hold any investor cash or securities, and securities offered by us often have no easily assessable market value, so our firms will not monitor the market value of your investment on an ongoing basis. An affiliate of CFS and Carofin, CFG Financial Services, does, however, act as administrative agent for many offerings we bring to market. In this role, CFG Financial Services will monitor an issuer’s compliance with its obligations, make distributions of periodic payments, and, when necessary, intervene in the event that things are not going to plan. When this happens, CFG Financial Services is often compensated by part of the proceeds recovered in settlement or bankruptcy proceedings, which may reduce the return on your investment.

The investments we present often require a minimum investment of $5,000 for equity offerings and $10,000 for debt offerings.

Conversation Starters:
  • Given my financial situation, should I choose a brokerage service? Why or why not?
  • How will you choose investments to recommend to me?
  • What is your relevant experience, including your licenses, education, and other qualifications? What do these qualifications mean?

What fees will I pay?

You will pay fees and costs whether you make or lose money on your investments. Fees and costs may reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.

Our firms are mostly compensated through placement fees, which are payable by the issuer, meaning that the firms will be compensated by receiving a percentage of the funds raised in an offering, regardless of the investment performing as expected. Such placement fee is usually between 3% and 7%. Given that different investments have different placement fees, we may often have a conflict of interest when presenting these investments to you.

Given that our placement fees are payable by the issuer, the full amount of your investment will be used to purchase debt or equity securities, even though a certain amount of the proceeds may be immediately redirected by the issuer to CFS and Carofin as placement fees.

Conversation Starters:
  • Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

What are your legal obligations to me when providing recommendations? How else does your firm make money and what conflicts of interest do you have?

When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you. Here are some examples to help you understand what this means:

Proprietary Products: Our firms will often present investments that are only available though them, which may result in a higher placement fee.

Management Fees: Our firms will often present investments in which Carolina Financial Group, LLC an affiliate of CFS and Carofin, acts a manager of the company. CFG will often be compensated for such services.

Warrant Position: Our firms will often receive a warrant (an option to purchase an equity security in the future, for a defined price) for certain securities. Given that our firms, or other equity holders in the company, may have an investment time horizon that differs from yours, this may create a conflict of interest.

Equity Trust Company Relationship: Carofin and Equity Trust Company (“ETC”) have entered into an agreement by which Carofin exclusively promotes ETC’s services as IRA custodian, in exchange for the sharing of certain Carofin content by ETC. You can learn more about the services ETC offers, along with the fees associated with such services, at trustetc.com.

Conversation Starters:
  • How might your conflicts of interest affect me, and how will you address them?

How do your financial professionals make money?

Our firms have different compensation structures.

CFS financial professionals, which are often the individuals working with the company to structure an appropriate security, receive a percentage of the placement fee received by CFS in the investments they structure. Therefore, these professionals have an interest in presenting you with the investments they have structured.

Carofin financial professionals, on the other hand, are the individuals responsible for understanding and presenting these investments to you. While Carofin professionals are compensated through discretionary bonuses, they may have an interest in presenting you with investments which may result in a higher placement fee to the firm overall.

Do you or your financial professionals have legal or disciplinary history?

Yes. You have access to a free and simple tool to research our firms and financial professionals at Investor.gov/CRS.

Conversation Starters:
  • As a financial professional, do you have any disciplinary history? For what type of conduct?

Additional Information

You may learn more about our brokerage services and request a copy of this relationship summary at Carofin.com. You may also contact us directly at 828.393.0088 or [email protected] to request up-to-date information and a copy of this relationship summary. We also encourage you to visit our Knowledge Base for additional educational information on private investments.

Conversation Starters:
  • Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

Form CRS – October 12th, 2020, Ver. 2.0