An investment in this offering involves significant risks. The following summary identifies key risk categories investors should carefully consider prior to investing. This is not an exhaustive list; please refer to the full Private Placement Memorandum for complete risk disclosures. This investment should only be considered by those able to afford losing some or al their investment.
Project-Specific Risks
Construction Completion Risk - Delays, cost overruns, or contractor failures may impact the projected July 2027 completion timeline and increase total development costs beyond the $74.4M budget.
Lease-Up & Stabilization Risk - The project may not achieve projected occupancy levels or rental rates during stabilization, affecting cash flow and the projected November 2029 exit valuation of $107.3M.
Disposition Risk - Market conditions at the time of sale may be unfavorable, reducing proceeds available for EB-5 capital repayment and diminishing the projected 2.28x coverage ratio.
Sponsor Execution Risk - The project is dependent on the Ramani Group’s continued financial capacity and management experience. Adverse changes to the sponsor’s business could negatively affect project outcomes.
Senior Lender Risk - As preferred equity, EB-5 capital is subordinate to senior debt. In a liquidation or default scenario, senior lenders would be repaid before EB-5 investors regardless of coverage projections.
EB-5 Program Risks
I-526 Petition Denial Risk - USCIS may deny an investor’s I-526E petition based on documentation deficiencies, source-of-funds issues, or policy changes. Denial does not guarantee return of invested capital.
I-526 Grandfathering Deadline - Investors must file their I-526E petition by September 30, 2026 to qualify for grandfathering under prior EB-5 regulations. Failure to meet this deadline could impact visa priority dates and immigration timelines.
Job Creation Risk - While the project is projected to generate jobs substantially above EB-5 minimum requirements, failure to create or sustain sufficient qualifying jobs could jeopardize investors’ I-829 petition approvals and permanent residency.
Regulatory & Policy Change Risk - Changes to EB-5 legislation, USCIS processing priorities, TEA designations, or Regional Center program rules could adversely affect investor eligibility, timelines, or the project’s EB-5 qualification status.
Visa Backlog & Processing Delays - High demand for EB-5 visas in certain investor countries may result in significant waiting periods for visa availability, extending the time to receive conditional or permanent residency beyond projections.
Macro Risks
Interest Rate & Capital Markets Risk - Rising interest rates may increase borrowing costs, compress cap rates, and reduce the pool of qualified buyers at exit, potentially lowering the project’s achievable sale price below current projections.
Real Estate Market Conditions - Deterioration in multifamily fundamentals in the New York/New Jersey metro market, including increased supply, falling rents, or weakening demand, could reduce NOI and impair project valuations.
Economic Recession Risk - A broad economic downturn could reduce employment, household formation, and consumer spending in Plainfield and the broader metropolitan region, adversely impacting occupancy and rental income.
Regulatory & Zoning Risk - Changes in local zoning ordinances, rent control legislation, building codes, or environmental regulations in New Jersey could increase costs or restrict project operations and exit options.
Geopolitical & Currency Risk - International investors face currency exchange risk when converting proceeds back to their home currency. Geopolitical instability may also affect the ability to transfer funds or the viability of U.S. immigration goals.
Preliminary Communication
This communication (the “Summary”) was prepared by Carofin, LLC (the “Placement Agent”) with information provided by SRV NCE 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 (the “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. For example:
- 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.
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 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) for a more detailed explanation of the securities.
