PRIVATE PLACEMENT MEMORANDUM
12 PANORAMIC CONFIDENTIAL INVESTMENT MEMORANDUM
OCTOBER 2025
BERKELEY, CALIFORNIA
Confidentiality Agreement / Disclaimer This information (The “Investment Memorandum”) is furnished on a confidential basis to potential recipients, lenders, financers, for the purpose of providing certain information about a project in that certain property located at 12 Panoramic, Berkeley, CA 94704 (the “Property”) by way of services 12 Panoramic LP, a California limited liability company (the “Investment” or the “Company”) and sponsored by the Principal of Valiance Capital LLC (the “Sponsor”). By accepting this document, the recipient agrees it will, and will cause its representatives and advisors to use the information only to evaluate its potential interest in the investment and for no other purpose and will cause its representatives and advisors not to divulge any such information to any other party and agrees to promptly return to Sponsor these materials and any other documents or information furnished at the request of the Sponsor. This document is solely intended as a business overview, and no recipient shall release this document or discuss the information contained herein or make reproductions of or use this summary for any purpose other than assessing the business of the investment. This document is protected under the copyright laws of the United States and other countries as an unpublished work. Neither this document nor any of the information contained in this document may be reproduced or disclosed to any person under any circumstances without the express written permission of the Sponsor. This investment overview does not constitute an offer to sell or solicitation of an offer to purchase interest in the Investment. Nothing contained herein is, or shall be relied upon, as a promise or representation as to the future performance of the Investment. Each recipient must rely on its own evaluation of the investment including the merits and risks involved, in making a business assessment with respect to the Investment, which qualifies in its entirety the information set forth herein and which should be read carefully for a description of the merits and risks of any investment in the Investment. Any decision to invest in the Investment should be made after, conducting such investigative due diligence as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the Investment. Neither the Investment nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. No person other than an authorized representative of the Sponsor has been authorized to give any information or make any representations other than those contained in this Investment Memorandum, and if given or made by any other person, such information must not be relied upon as having been authorized by the Sponsor. Certain statements in this Investment Memorandum are “Forward-Looking Statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors. These risks, uncertainties and other factors may cause the actual results, performance and achievements of the Investment, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. All assumptions, data and comparable findings within this Investment Memorandum are subject to change. The Sponsor does not provide any tax advice. Any tax statement herein regarding any U.S. Federal Tax is not written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
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Contents
Executive Summary
4
Investment Opportunity
5
Market Overview
8
Supply & Demand
10
Business Plan
16
Financial Analysis
30
Rent Comps
36
Sponsor
40
Risk Factors
48
Appendix: Glossary
54
VALUE-ADD MULTIFAMILY STUDENT HOUSING
EXECUTIVE SUMMARY
Valiance Capital is presenting its 24th student housing investment offering in the Berkeley submarket with the acquisition of 12 Panoramic Way , a 1948-vintage, 13-unit student housing apartment community located two blocks away form the UC Berkeley Campus. With an unparallel location in a heavily supply- constrained market that sees very few transactions of this quality, this property presents a compelling value- add opportunity to Valiance and our capital partners. Located steps from Cal Football Stadium, 12 Panoramic shares frontage on Panoramic Way as well as Prospect St , which means this is our fourth asset on Prospect Street. The convenient pedestrian location, makes it an ideal living situation for students. Many of the units come with 180-degree sweeping views and balconies making it one of the more impressive living experiences in Berkeley and within our portfolio. This trophy asset consists of (12) twelve 1x1 units and (1) one ~1,500 sf 2x2 + Den suite. There are 8 parking spaces and a coin-operated laundry. In contract for $5,258,000, the cost basis of this property is $557 per SF. It is a great opportunity to acquire another asset on this street which offers unparalleled operational synergies. The Seller recently inherited this property from their late family member, and it has been in their family for approximately 40 years . The Seller is admittedly not an equipped manager and is motivated to let go of this generational asset.
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Investment Summary (New Investors)
Current Opportunity: Following the initial equity investment closing in February of 2024, we are now seeking to raise our final $460,000 (LP Investor B allocation) to complete the full $4,000,000 equity allocation. We are offering this investment opportunity at the same equity basis at initial closing, but with a significantly de-risked investment with the project business plan nearing
Investor A Catch-up Provision: The catch-up provision was established to ensure fairness for the original investors to get compensated for carrying early risk. LP Investor A is entitled to receive the first ~$480,000 of available distributions to LP Investors, representing their 8% accrued preferred return over the six-month period they have been invested in the deal. This preferred equity distribution will be paid in full to Investor A before any distributions are made to LP Investor B. Once LP Investor A has received their full accrued preferred return, distributions to LP Investor B will commence. At that point, all Limited Partner (LP) distributions will be made pro rata between LP Investor A and LP Investor B, placing both groups on equal footing going forward. Summary: This page provides an overview of the new opportunity we are presenting. The remainder of the presentation outlines our original business plan, updated with the latest financial figures and projections . Business Plan Update: LP Investor B benefits from a significantly de-risked project stage. As of today: • All units are 100% renovated, delivered on time and on budget • The project is on time and on budget • Tenant relocation strategy is complete • Stabilization is complete • The property is currently 93.9% leased (46/49 beds) This positions LP Investor B to enter at a reduced risk point while still participating in meaningful back-end upside potential.
complete, and newly instated tax benefits recently passed by the Trump administration. The following projected returns represent LP Investor B: • 15.7% IRR • 1.50x MOIC • 40-month investment horizon (assuming funding by October 31, 2025) • Exit date: February 2029
Table Notes: - LP Investor B represents new investors, LP Investor A represents original investors at initial closing - Year 0 for LP Investor B represents their funding date of Oct. 2025 - The following slide deck pages refer to ‘LP Investors (Combined)’ which reflect a blended combined return of LP Investor A & LP Investor group B and the months & years are based off the original closing date of Apr. 2025
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Investment Summary (All Investors)
Property Overview Project Name
12 Panoramic Berkeley, CA Berkeley, CA
Address
City / State Neighorbood
Southside
Vintage
1948 9900
Land Area (SF)
Gross Building SF (As Is / Pro Forma) Net Rentable SF (As Is / Pro Forma)
9,874 / 11,087 9,143 / 10,356
Units (As Is / Pro Forma) Beds (As Is / Pro Forma)
13 / 14 13 / 42
Stories
6
Capital Stack Sources Sponsor Equity Investor Equity
%
Total
$/Unit
$/Bed
$/SF
0.4% $40,000 43.0% 3,960,000 56.5% 5,200,000
$2,857 282,857 371,429
$952
$3.61
Investment Overview Purchase Price Price / Gross Square Foot
94,286 123,810
357.16 469.00 $829.77
$5,258,000
Senior Debt
$474
Total
100.0% $9,200,000 $657,143 $219,048
Price / Unit 1
$375,571
Fee Overview Acquisition Fee
Going in Cap / Stabilized Cap Rate 2
3.7% / 7.4% $2,226,423 $4,000,000
$200,000 (one time)
CapEx Budget Total Equity Sponsor Equity Loan Amount Leverage (LTC)
2.00% of Effective Gross Income 4.00% of Effective Gross Income 3.00% of Stabalized Value (one time)
Asset Management Property Management Completion Distribution Construction Management
$40,000
$5,200,000
5.00% of CapEx (one time)
58.5%
Total Accelerated Tax Losses 3
$2,219,835 (44.5% of total equity)
Waterfall Promote Structure Waterfall Hurdle
Investment Period Targeted Sale Price
60 Mos
Rate 8.0%
GP Promote
$12,690,492
Hurdle I Hurdle II Hurdle III
20.0% 35.0% 50.0%
Sale Price / Gross Square Foot
$1,145
14.0% 20.0%
Sale Price / Unit 1
$906,464
NOI at Sale (T12 / Tax Adj) Exit Cap Rate (T12 / Tax Adj)
$705,591 / $633,928
5.6% / 5.0%
Investment Timeline Closing
Feb-24 Sep-25 Feb-27 Feb-29
Stabalization
All targeted returns are stated in net-to-investor terms (i.e., net of fees and promote), provided by the sponsor, and subject to change. 1) Includes retail units if applicable 2) Going-in on purchase price, stabilized on all-in-basis. 3) Estimated. 4) Blended LP IRR between LP Investors A & LP Investors B
Refinance
Exit
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Investment Opportunity
RARE STUDENT HOUSING VALUE-ADD REPOSITIONING Capture significant upside in value-add repositioning of unique asset in irreplaceable location steps away from a Tier 1, Power 5 Conference University • Significant value-add potential with massive upside in property income based on a moderate value-add repositioning. • Clear opportunity to renovate existing units, amenity spaces and build an ADU within a 24- month project timeline. • Pedestrian location – 2 blocks from the UC Berkeley Campus and Cal Football Stadium! • Economies or scale; this is our 4th student housing property on Prospect St; 25 th in the Berkeley Student Housing Submarket.
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Investment Thesis
13 Years in the Making
1. Sector Strategy: Student Housing Lower risk product that has proven to be a more resilient investment than other asset classes. Battle-tested against the last 4 recessions, including global pandemic 2. Sector Tier Strategy: Tier 1 - Power 5 Conference Universities Lower risk tier of best-in-class educational institutions with lower acceptance rates resulting in ability to manage economic turbulence. UC Berkeley admitted only 11.6% of 125,910 applicants in 2023-2024 school year¹ 3. Sub-Market Strategy: University of California, Berkeley 1. As the #1 Best Public University in the World, Berkeley is one of the most competitive student housing markets in the country with a growing student population of 45,699². 2. UC Berkeley has the greatest housing shortage of all universities within the University of California system. UC Berkeley only houses approximately 22% of its students in 2023. 3. Berkeley has the most favorable topography and geographical conditions for private operators relative to other campuses. 4. Neighborhood Strategy: Highly pedestrian radius to UC Berkeley campus Highly pedestrian and premier location demands premium rents. Every year, ~80% of UC Berkeley’s student body must secure off-campus housing, providing a built-in demand generator and ensuring high occupancy rates and consistent rent growth for the closest properties surrounding campus. Source: (1) Admitted Rate Data sourced from UC Admission: https://admission.universityofcalifornia.edu/campuses-majors/berkeley/freshman-admit-data.html (2) Enrollment Data source from UC Berkeley: https://pages.github.berkeley.edu/OPA/our-berkeley/enroll-history.html 7-tier niche strategy generating above-market risk-adjusted returns to accredited investors.
5. New Product Strategy: New Construction and New Redevelopment Due to a lack of on-campus housing options, there is a fierce competition for housing in general. There is an even fiercer competition for new or quality housing product. Our strategy is to focus on separating us from the competition by providing the highest quality product while staying affordable relative to on-campus housing options. 6. Demographic Strategy: Non-Freshmen Students We target the 70% highest affluency of off-campus student residents, primary upper classmen, transfers, and graduated student, which represents roughly 9,000 out of 45,699 students which includes 2,700 international and 6,300 Out-of-State students in 2023-2024². 7. Platform Strategy: Local Operational Scale & Vertically Integrated Management Platform Student housing is a highly management intensive product type. We built our in-house property management firm to specialize in only student housing around UC Berkeley to provide the best experience to our residents and communities.
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Market Overview
9
OUR INVESTMENT STRATERGY
Target the Nation's Best Student Housing Market THE "BEST OF THE BEST“ UNIVERSITY: UC BERKELEY
#1 Public University in the World by US News
#1 Best University Overall by Forbes
#1 University for VC backed alumni Founders
#4 Best University Globally, US News & World Report
#4 Top Research Universities in the World
#1 Most Educated Tenant Base in the Bay Area
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We have continued to enhance our 7-Tier investment strategy to produce the greatest risk-adjusted returns to our investors. Data Driven Investment Thesis Sector Strategy: Student Housing Lower risk asset class that has proven to be a more resilient investment during times of economic uncertainty. Sector Tier Strategy: Power 4 Conference Universities Lower risk tier of best-in-class educational institutions with lower acceptance rates resulting in ability to manage economic turbulence. UC Berkeley admitted only 11.6% of a record 125,910 applicants in 2023-2024 school year. Specific Market Strategy: University of California, Berkeley 1. As the #1 Best Public University in the World, Berkeley is one of the most competitive student housing markets in the country with a growing student population of 45,882². 2. UC Berkeley has the greatest housing shortage of all universities within the University of California system. UC Berkeley only housed 27% of its students in 2024 and only guarantees 1-year of housing. 3. Berkeley has the most favorable topography and geographical conditions for private operators relative to other campuses. Neighborhood Strategy: 6-block pedestrian radius to UC Berkeley campus Highly pedestrian, highly amenitized and premier southside location demands premium rents. Every year, 73% of UC Berkeley’s student body must secure off-campus housing, providing a built-in demand generator and ensuring high occupancy rates and consistent rent growth for the closest properties surrounding campus.
Product Strategy: New Construction or New Redevelopment Due to a lack of on-campus housing options, there is a fierce competition for housing in general. There is an even fiercer competition for new or quality housing product. Our strategy is to focus on separating us from the competition by providing the highest quality product while staying affordable relative to on-campus housing options. Demographic Strategy: Plurality of Students We target the 73% of off-campus student residents, primary upper classmen, transfers, and graduated students. Our model creates rental rates which are 25% below the median rental rates in the submarket while maintaining first in class accommodations and amenities in immediate proximity to campus which keeps our occupancy at over 98% in comparison to 87% in the greater submarket. Operational Strategy: Local Operations w. Scale & Vertically Integrated Management Student housing is a highly management intensive product type. We built our in-house property management firm to specialize in only student housing around UC Berkeley to provide the best experience to our residents and communities.
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Strategic Regional Location The Bay Area’s growing population is expected to increase by another 2.1 million new residents and 1.1 million new jobs by 2040, accordingly to the Association of Bay Area Governments.
SAN FRANCISCO 25 Minute Drive 34 Minute Public Transit
Berkeley depicts 61% of their population are renters
OAKLAND 15 Minute Drive 23 Minute Public Transit
MARIN COUNTY 30 Minute Drive 1 Hour Public Transit
EMERYVILLE 14 Minute Drive 34 Minute Public Transit
DOWNTOWN BERKELEY 2 Minute Drive, 5 Minute Bike 9 Minute Walk
WALNUT CREEK 23 Minute Drive 41 Minute Public Transit
12 Panoramic
Berkeley University: #1 University in the Nation #4 Globally - US News and World Report
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Supply & Demand
UC Berkeley is a “Blue Chip Company” - a Global Brand
• #1 Public University in the World by US News • #1 University for Venture Capital backed Founders • #1 Public University by Forbes in 2024 & 2025 • Top 1% of average ROI, as ranked by Georgetown University • 28 Undergraduate programs in the Top 5 in the US • 30 Berkeley Graduate programs in the Top 10 in the US • #5 on Forbes 2025 America’s Top Colleges • #5 Best University Globally, US News & World Report • 26 faculty Noble Prize winners / 61 research fellowships • 60 Noble Prizes held by UC Berkeley Alumni • $6.95 Billion endowment • 104 National Championships won • 550k+ living alumni • 60 Fraternities & Sororities (12% of undergrads participate) Blue Chip Companies are large, stable institution with excellent reputations, reliable growth, and can survive various market challenges
50,000
UC Berkeley - Total Enrollment
47,500
45,699 45,882
45,057 45,307
45,000
43,204
42,519
42,347
41,910
42,500
40,173
40,000
38,204
37,581
37,500
35,000
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Over the past decade, the undergraduate student body has grown by 16% and the grad student population has grown 14%. International students make up about 17% of UC Berkeley’s student population forming a strong and dependable cohort of annual global demand. The number of international students at UC Berkeley continues to grow, increasing by 110% since 2010. China is the largest contributor to this growth, with an estimated total of 2,849 students at UC Berkeley which makes up 35.8% of all international enrollment. UC Berkeley tuition for the 2024-25 school year for in-state students is estimated at $16,605 and $50,808 for out- of-state students. “UC Berkeley increased enrollment by 22% between 2014 and 2024, adding 8,301 students”
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UC Berkeley Plans to Expand, Enrollment to Follow UC BERKELEY’S LONG RANGE DEVELOPMENT PLAN (LRDP) 2021
8,490 New Enrollment
3,580 New Faculty and Staff
2.5M New Campus Space (SF)
11,730 New Campus Housing (Beds)
PLANS FOR CONTINUED EXPANSION UC Berkeley’s 2021 Long-Range Development Plan includes the addition of 2.5 million square feet of new campus space and increasing enrollment by 21% while adding 3,580 new faculty and staff. UC Berkeley announced updated LRDP in 2021, planning projection of 48,200 students and 19,000 faculty and staff by 2036. UC Berkeley Continues to make considerable progress toward this goal.
Current Population (2024-25)
Population Group
LRDP Future Projection Net Change
Students
45,882 11,443 57,325
48,200 19,000 67,200
+ 2,318 + 7,557 + 9,875
Faculty & Staff
Total
Current Population (2024-25)
Potential Future Total Program
Program Type
Net Change
Campus Space (GSF)
11,830,170
14,382,170
+ 2,552,000
Housing (Beds) Parking (Spaces)
9,020 6,340
20,750
+ 11,730 + 1,240
Bakar Climaingenuity Hub Status: Under Construction
Heathcock Hall Status: Anticipated Start of Construction: 2024
Upper Hearst Status: Anticipated Start of Construction: TBD
7,580
Source: UC Berkeley Long Range Development Plan 2021
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Business Plan
16
Value Add Plan: Renovate for a Modern Student Living Experience
Our project is a 24-month renovation timeline to execute our strategic tenant relocation and capex plan and transform the property into a branded, higher quality student living experience. The property has maintained its character and will allow us to capture redesign and rebranding throughout the property’s interior and exterior facades. We have set the appropriate capital budget to execute our plan, below:
Redesign Floorplans and Convert ADUs for Optimal Value Creation
• Enhance existing floorplans to increase bed count and income capacity. • Convert the underutilized carport into an Additional Dwelling Unit (ADU).
Renovating for a Higher Quality Student Living Experience
• Updated interior finishes. • Quality renovation and finishes.
Capex Overview
Per Unit 1
Total
Revitalize Brand and Community Amenities • Revamp branding and marketing of the property • Upgrade amenities within the property Revamp Professional Management and Secure Turnover Execution • Replace outdated ‘mom-and-pop’ management operations. • Strategically turn units and bring up below-market rents. • Capture bankable rent increases available.
Soft Costs
$416,500 758,955
$29,750 54,211
Hard Costs - Exterior Common Area - Interior Common Area - Exterior Interior Renovations Construction Management
30,000 18,000
2,143 1,286
1,024,516
73,180
123,478 228,551
8,820
Contingencies
16,325
Total
$2,600,000
$185,714
1)
Pro forma units incl ADU.
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Existing vs Proposed Floor Plans
Parking Garage Space 1213 SF – (0) EXISTING
New ADU 1213 SF – (5x2) PROPOSED
Proposed Additional Dwelling Unit (ADU) Floor Plan
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Existing vs Proposed Floor Plans
EXISTING (1x1) - 610 SF
EXISTING (1x1) - 610 SF
Unit 2319
Unit 2329, 2331
Unit 2323, 2325
Unit 2333, 2335
PROPOSED (3x1) – 610 SF
PROPOSED (3x1) – 610 SF
Unit 2319
Unit 2329, 2331
Unit 2323, 2325
Unit 2333, 2335
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Existing vs Proposed Floor Plans
EXISTING
EXISTING
Unit 2327 612 SF – (1x1)
Unit 2337 739 SF – (1x1)
Unit 14 692 SF – (1x1)
Unit 16 739 SF – (1x1)
PROPOSED
PROPOSED
Unit 2327 612 SF – (2x1)
Unit 2337 739 SF – (3x1)
Unit 14 692 SF – (3x1)
Unit 16 739 SF – (4x1)
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Existing vs Proposed Floor Plans
Unit 12 1352 SF – (2x1) EXISTING
Unit 12 1352 SF – (6x1) PROPOSED
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Photo Gallery – Panoramic Views (Pre-Renovation)
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Photo Gallery – Panoramic Views (Pre-Renovation)
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Photo Gallery – Unit Interiors (Pre-Renovation)
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Photo Gallery – Unit Interiors (Post-Renovation)
25
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Proposed Interior Design – Common Living Space
Reference Project: 2430 Prospect
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Actual Interior Design – Common Living Space
27
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Proposed Interior Design - Kitchen Reference Project: 2430 Prospect
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Actual Interior Design - Kitchen
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Proposed Interior Design - Bedroom
Reference Project: 2430 Prospect
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Actual Interior Design - Bedroom
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Proposed Interior Design - Bathroom
Reference Project: 2430 Prospect
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Actual Interior Design - Bathroom
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Proposed Interior Design & Finishes
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Financial Analysis
35
Unit Mix & Pro Forma Rent Roll
Unit Overview
Current (As of Oct-25)
Pro Forma
Type
Unit
Bed
SF
Per Unit Per Bed Per SF
Type Unit Bed SF
Per Unit Per Bed Per SF
2x1
2x1
2 6 1 1 1 1 1 1
3 3 4
692 $3,754 $1,251 $6.13
2 3 6 3 1 4
652 $4,000 $1,333 $6.13
3x1 A 3x1 B
3x1 A 3x1 B
610 739
5,999 $2,000 8.98 6,540 $1,635 8.12
610 5,475 1,825 739 6,000 1,500
8.98 8.12 8.21 7.75
6x2
6x2
6 1,352 12,417 $2,070 8.21
1 6 1,352 11,100 1,850 1 5 1,213 9,400 1,880
ADU 5x4
ADU 5x4
5 1,065
9,645 $1,929 7.75
1x1 RC1 1x1 RC2 4x1 RC3
1x1 RC1 1x1 RC2 1x1 RC3
1 1 1
610 $1,778 $1,703 $2.79
1 1 1 1 1 1
$610 $1,703 $1,703 $2.79
739 739
976
901 1.22 3,250 4.40
739
901
901
1.22 4.40
3,250
739 3,250 3,250
Total / Avg
14 42 10,288 $5,579 $1,856 $7.59 11 39 8,200 $6,555 $1,849 $8.79
14 42 10,356 $5,229 $1,743 $7.07 11 39 8,268 $6,123 $1,727 $8.15
Total / Avg (excl RC)
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Sources & Uses
Sources & Uses Sources
Detailed Uses Uses Acquisition Closing Costs
Per Unit 1
Total
Per Bed Per SF % Total
Per Unit 1
Per Bed Per SF % Total
Total
$5,258,000 $375,571 $122,279 $474.23
57.2%
Senior Loan
$5,200,000 $371,429 $120,930 $469.00
56.5%
Sponsor Equity (GP) Investor Equity (LP)
40,000
$2,857
930
3.61
0.4%
Acquisition Fee
$200,000 52,000 52,000 11,156 30,000 384,538 289,405 31,828 100,349
$14,286
$4,651 $18.04
2.2% 0.6% 0.6% 0.1% 0.3% 4.2% 3.1% 0.3% 1.1% 0.4% 0.9% 0.7% 4.5% 8.2% 0.3% 0.2% – 1.3% 2.5% 11.1%
3,960,000 $282,857
92,093 357.16
43.0%
Lender Origination Fee
3,714 3,714
1,209 1,209
4.69 4.69 1.01 2.71 2.87 9.05 3.43 7.85 34.68 26.10
Total
$9,200,000 $657,143 $213,953 $829.77 100.0%
Broker Fee Buyer Legal
797
259 698
Uses Net Purchase Price
Lender Legal (est.) Interest Reserve
2,143
$5,258,000 $375,571 $122,279 $474.23
57.2%
27,467 20,672
8,943 6,730
Closing Costs*
827,761 514,239
$59,126 $36,731
19,250 11,959
74.66 46.38
9.0% 5.6%
Int. Res. / Working Cap. Building Improvements
Cash Reserves Closing Costs Re Tax Escrow
2,600,000 $185,714
60,465 234.50
28.3%
2,273 7,168 2,714 6,214 4,695
740
Total Uses
$9,200,000 $657,143 $213,953 $829.77 100.0%
2,334
Insurance Reserve Insurance Escrow City Transfer Tax County Transfer Tax
38,000 87,000 65,725
884
2,023 1,528
5.93
–
–
–
–
Capex
Soft Costs
$416,500 758,955
$29,750 54,211
$9,686 $37.57
Hard Costs - Exterior Common Area - Interior Common Area - Exterior Interior Renovations Construction Management
17,650
68.45
30,000 18,000
2,143 1,286
698 419
2.71 1.62
1,024,516
73,180
23,826
92.40 11.14 20.61
123,478 228,551
8,820
2,872 5,315
Contingencies
16,325
Total Uses
$9,200,000 $657,143 $213,953 $829.77 100.0%
1)
Pro forma units incl ADU.
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Financing & Exit Assumptions
Source: Forward Rates from Chatham Financial. 1) Existing units Including retail units 2) This is based upon broker refinance feedback as of 10/20/2025 and subject to change
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Pro Forma Cash Flow Statement
Year 2 Mar-25
Year 3 Mar-26
Year 4 Mar-27
Year 5 Mar-28
Investment Period Year Beginning
Year 0
Year 1 Mar-24
Investment Year Cash Flow Years
1 1
2 1
3 1
4 1
5 1
Operating Assumptions Physical Vacancy Total Economic Vacancy
5.0%
5.0%
5.0% 5.5% 2.2%
5.0% 4.6% 3.0%
5.0% 4.6% 2.7%
76.0%
29.1% (6.8%) 128.4%
Rent Growth
– – – –
Controllable Expense Growth
14.9% (9.4%) 75.1%
20.4%
(1.5%)
Expense Growth NOI Growth Rate Operating Income Rental Income
30.9%
8.6% 1.6%
1.1% 3.7%
(6,022.2%)
Gross Potential Rent
$987,515 (409,370)
$919,881
$939,903
$968,194
$994,820
Loss to Lease Concessions
(84,454) (3,186) (182,668)
(18,634)
(10,860)
(11,159)
(316)
–
–
–
Vacancy & Credit Loss Total Rental Income Other Operating Income Other Income
(344,559)
(32,944)
(34,006)
(34,941)
$233,270
$649,573
$888,325
$923,328
$948,719
$6,365
$47,423
$59,910
$60,346
$62,941
Retail Income
–
–
–
–
–
Total Other Operating Income
$6,365
$47,423 $696,996
$59,910 $948,235
$60,346 $983,674
$62,941
Total Operating Income Operating Expenses Controllable Salaries
$239,635
$1,011,661
($20,364)
($37,536) (9,700) (22,376) (13,603) ($83,216) ($34,135) (84,344) (93,221) (27,063) ($238,764) ($321,980)
($41,380) (16,666) (18,478) (19,128) ($95,652) ($35,154) (42,765) (94,394) (23,668) ($195,982) ($291,634)
($41,644) (37,732) (19,643) (16,101)
($44,315) (28,581) (20,184) (20,288)
Administrative
(7,708) (5,253) (3,116)
Leasing/Marketing
Maintenance
Total Controllable Uncontrollable Utilities
($36,441)
($115,120)
($113,368)
($27,941) (96,593) (74,662) (10,331)
($36,075) (45,504) (97,230) (22,832)
($37,067) (46,142) (99,761) (23,980)
Insurance
Property Taxes Management Fee
Total Uncontrollable
($209,527) ($245,968)
($201,641) ($316,761)
($206,950) ($320,319)
Total Expenses Expense Ratio
102.6%
46.2%
30.8%
32.2%
31.7%
Net Operating Income
($6,332)
$375,017
$656,601
$666,912
$691,342
Repl Reserves
–
(1,700)
(4,290)
(4,511)
(4,635)
Gross Operating Cash Flow
($6,332)
$373,317
$652,311
$662,401
$686,707
39
Strictly Private and Confidential
Pro Forma Returns Summary
Notes: - Year 0 for all returns based on original equity closing of Apr. 2025 - Year 0 for LP Investor B based on new additional equity closing Oct. 2025
40
Strictly Private and Confidential
Rent Comps
41
Rent Comps | 2 Bedroom 2 Bedroom Comps Overview (Ranked by Rent per Bed)
Miles to
Rent
Subject
Property
Address
Neighborhood Year Built/Reno Campus Unit Type Beds Size (SF)
Per Unit
Per Bed Per SF Unit Count
1 2430 Prospect (B) 2 2430 Prospect (A) 3 12 Panoramic 4 2533 Hillegass 5 2442 Piedmont
2430 Prospect 2430 Prospect
South South South South South
1960/2023 1960/2023 1948/2024 1974/2008
0.3 0.3 0.3 0.7 0.2 0.4
2x1 2x1 2x1 2x1 2x2
3 3 3 3 3
612 $4,400 $1,467
$7.19
609 612 950 750
4,400 4,200 3,899 3,895
1,467 1,400 1,300 1,298
7.22 6.86 4.10 5.19
12 Panoramic Way 2533 Hillegass Ave 2442 Piedmont Ave
1
1970
Average (Excl Subject Property)
707 $4,159 $1,386
$6.11
1
5
1,2
4
Legend Subject Property Other's Property Sponsor’s Property
3
Note: All properties are updated from the in-place rent as of Jan 2024; excludes GLA assets and new construction.
42
Strictly Private and Confidential
Rent Comps | 3 Bedroom 3 Bedroom Comps Overview (Ranked by Rent per Bed)
Miles to
Rent
Subject
Property
Address
Neighborhood Year Built/Reno Campus Unit Type Beds Size (SF)
Per Unit
Per Bed Per SF Unit Count
1 Cambridge 2 The Granada
2500 Durant Ave 2301 Telegraph Ave 2701 Durant Ave
South South South South South South South South South South
1914/2022 1995/2022 1924/2024 1960/2023 1960/2023 1948/2024 1960/2023 1948/2024 1969/2023 1968
0.3
3x2 3x2 3x1 3x1 3x1 3x2
3 3 3 3 3 3
925 $6,295 $2,098
$6.81
–
800 684 630 616 780 610 560 739 779
5,995 5,850 5,700 5,550 5,527 5,475 5,250 6,000 6,000
1,998 1,950 1,900 1,850 1,842 1,825 1,750 1,500 1,500
7.49 8.55 9.05 9.01 7.09 8.98 9.38 8.12 7.70
3 2701 Durant Ave 4 2430 Prospect (A) 5 2430 Prospect (B)
0.1 0.3 0.3 0.4 0.3 0.3 0.3 0.3 0.3
2430 Prospect 2430 Prospect 2252 Parker St
6 2252 Parker 7 12 Panoramic
12 Panoramic Way
3x1 A 3
6
8 2430 Prospect (C)
2430 Prospect
3x1
3
9 12 Panoramic
12 Panoramic Way 2729 Dwight Way
3x1 B 4
1
10 2729 Dwight Way
3x2
4
Average (Excl Subject Property)
712 $5,764 $1,821
$8.22
7
2
7,9
3
1
4,5,8
10
Legend Subject Property Other's Property Sponsor’s Property
6
Note: All properties are updated from the in-place rent as of Jan 2024; excludes GLA assets and new construction.
43
Strictly Private and Confidential
Rent Comps | 4-6 Bedroom 4-6 Bedroom Comps Overview (Ranked by Rent per Bed)
Rent
Subject
Miles to
Property
Address
Neighborhood Year Built/Reno Campus Unit Type Beds Size (SF)
Per Unit
Per Bed Per SF Unit Count
1 2712 College
2712 College Ave 2618 College Ave 2714 College Ave 12 Panoramic Way 12 Panoramic Way 12 Panoramic Way 2627 Hillegass Ave 2430 Prospect 2210 Mlk Jr Way 2701 Durant Ave
South South South South South South South South West South
1904 / 2018 0.6 1908 / 2016 0.4 1904 / 2018 0.6
5x3 5x3 4x3 6x2 4x1 4x2 5x2 5x2 6x3
5 5 4 6 4 4 5 5 7
2,148 $10,500 $2,100
$4.89
2 2618 College (B) 3 2714 College 4 12 Panoramic 5 12 Panoramic 6 12 Panoramic 7 2627 Hillegass 8 2430 Prospect (A)
1,744 10,250
2,050 2,019 1,880 1,850 1,800 1,799 1,725 1,700 1,686
5.88 5.65 7.75 8.21 9.74 5.14 9.02 6.46
1,430 1,213
8,074 9,400 7,200 7,195 8,625 8,500
1948/2024 1948/2024 1948/2024 1936/2022
0.3 ADU 5x4 5
1 1 1
0.3 0.3 0.6
1,352 11,100
739
1,400
1960 / 2023 0.3 1912 / 2023 0.4
956
9 2210 MLK
1,315
10 2701 Durant
1924/2024
0.1 0.4
1,438 11,800
8.21 $7.09
Average (Excl Subject Property)
1,374 $9,264 $1,861
3
4,5,6
9
10
8
Legend Subject Property Sponsor’s Property Other's Property
1,2,3
7
44 Note: All properties are updated from the in-place rent as of Jan 2024; excludes GLA assets and new construction.
Strictly Private and Confidential
Sponsor
45
Valiance Capital Overview Valiance Capital has grown to be one of the largest and most active private student housing investors in the UC Berkeley submarket. Our platform is a vertically integrated investment, operating, and development firm with an in-house property management platform specializing in student housing around the UC Berkeley campus. Since 2010, Valiance’s principals have round tripped over 40 student housing real estate deals while delivering attractive risk-adjusted returns to investors .
19 1,100+ Berkeley Student Housing Properties 1 32 CRE Professionals 19.8% 1.8x Realized Net IRR Realized Net MOIC 97.4% Current Occupancy 2 Beds Under Management
THE PROSPECT
THE VALIANT
THE POLARIS
1) Includes 2 development projects currently under construction/entitlement, excludes 1 non-student housing property in Berkeley and 1 property managed by Valiance but not owned. 2) Valiance Capital internal portfolio data as of June 2025.
46
Strictly Private and Confidential
Local Expertise. Niche Operator.
Since 2010, we have become one of the most established local operators in Berkeley. Our extensive local experience, combined with our full-scale, vertically integrated management platform, has provided a competitive moat that affords opportunities and leverage that aren't available to our larger, less-entrenched competitors.
Exclusive Access and First-Look on Off-Market Opportunities
Highest Rated Owner-Managed Property Management Platform
A competitive advantage to our proven process is the local expertise of our in- house management team specialized in Berkeley Student Housing. With a hands- on focus on portfolio owned assets (no 3 rd party), our team strives to build upon efficiencies and market share to improve fundamental value on our assets. As an experienced local operator of 15 years, we have built a proprietary database with submarket information that drives our competitive edge.
Our proven value-add investment process begins with first-look access to off- market opportunities to source assets. We then leverage best-in-class acquisition methods, while managing calculated risks and exploiting market inefficiencies on underperforming assets. Our local investment experience, active acquisition pipeline, and hyper-focused team enables consistent access and insights to off- market or properties.
$152M Equity Invested in Berkeley Submarket
Assets Under Management 1 21
40 Total Projects Completed
1 Focused Strategy
1,100+ Berkeley Student Housing Beds
1) Includes 2 development projects currently under construction/entitlement, 1 non-student housing property in Berkeley, and excludes 1 property managed by Valiance but not owned.
47
Strictly Private and Confidential
CURRENT PORTFOLIO
Selected Portfolio Properties
The Valiant ENTITLEMENT | MULTIFAMILY
The Collegiate @ 2618 VALUE-ADD | MULTIFAMILY
The Durant on College VALUE-ADD | MULTIFAMILY
The Hearst VALUE-ADD | CO-LIVING
The Dwight VALUE-ADD | MULTIFAMILY
The Morgan House VALUE-ADD |CO-LIVING
The Condos on College VALUE-ADD | MULTIFAMILY
Trails @ 2112 VALUE-ADD | MULTIFAMILY
The Warring STUDENT HOUSING | MULTIFAMILY
The Piedmont STUDENT HOUSING | MULTIFAMILY
The Mattox VALUE-ADD | MULTIFAMILY
The Prospect VALUE-ADD | CO-LIVING
48
Strictly Private and Confidential
Representative Berkeley Experience
# 1 2 3 4 5 6 7 8 9
PROJECT NAME
BEDS ACQUISITION
STATUS
The Parker 2298 Durant
116 298 265 109
Under Renovation
2025 2024 2024 2024 2024 2023 2022 2022 2022 2021 2021 2021 2020 2019 2016 2016 2015 2015 2015 2014 2014 2014 2014 2013 2013 2011
Under Entitlement Review
20
The Valiant on 2538 Durant
Under Construction Under Renovation
The New Dwight
Panoramic
49
Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized Stabilized
9
The Telegraph Prospect Manor
122
97 46 44 90
The Collegiate at 2618
The Hearst The Polaris The Dwight
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26
129
The College Condos
19 16
Morgan House The Prospect The Piedmont
19
13
10
18
102
3
17
37
6
7
2
Sold Sold
The College Condos The Martin House
3
15
4
14
11
25
23 24 29 34 33 30 10 15 26
The Channing The Warring The La Loma The College The Alcatraz The Benvenue
Stabilized Stabilized Stabilized
21
8
24
Sold Sold Sold Sold
26
1
12
16
The Regent
22 23
The Ellsworth
Stabilized
Sold
The Fulton
7
Note: Excludes 1 non-student housing property in Berkeley.
49
Strictly Private and Confidential
Institutional Pedigree, without the Institution
Nhan T. Nguyen Le Founder & CEO
• Amanda Irish-Aubert oversees Valiance’s $275M+ portfolio asset management, bringing 10+ years of real estate project management and consulting experience. • Previously spent 8 years at HartWest as a Project Manager, overseeing business plans, feasibility studies, and Master Plan implementation. Amanda Irish-Aubert Vice President - Asset Management & Finance
• Nhan Nguyen Le is the Founder and CEO of Valiance Capital. • Nhan leads the firm’s strategic vision, investment decisions, and all verticals of the firm’s operations. • He brings over 15 years of real estate investment and development experience in multifamily and student housing, having executed $320M in total project value over 40 projects • Michael’s leads Acquisitions and Capital Markets activity, bringing extensive private market experience with institutions and family offices. • His real estate expertise spans multiple strategies and product types, with prior roles at Aimco, Grosvenor Group, and Newmark. • He has closed nearly $1 billion in transactions, demonstrating a strong ability to identify and capitalize on niche opportunities. Michael Hodgkinson Vice President - Head of Acquisitions
Ashton Clarke Director – Investor Relations
• Ashton Clarke, Director of Investor Relations at Valiance, manages investor relationships, executes capital-raising initiatives, and enhances market visibility. • Previously, Ashton spent 5+ years fundraising for Cal Athletics at UC Berkeley, securing significant funds, including the second-largest gift in Cal Athletics history to endow the Men’s and Women’s Golf Programs.
Lucas Butler Vice President – Investments
Tony de Castro Director - Portfolio Management
Nehal Tleimat Director – Development & Construction • Tony de Castro oversees underwriting, deal structuring, and portfolio forecasting. • Previously with Amherst’s private equity group ($10B AUM), managing $1B+ in joint ventures and raising $750M in capital. • Formerly in Citigroup’s Real Estate Investment Banking group, he advised REIT and private equity clients on $20B+ in transactions. • Nahel Tleimat, Director of Development and Construction at Valiance, brings 15 years of experience as a prominent real estate flipper and developer in the Bay Area. • Managed 400+ projects, ranging from fix-and-flip deals to ground-up construction. • His expertise provides strong leadership and execution for Valiance’s development team.
• Stephane Dessus, VP of Development at Valiance, oversees value-add development and construction management. • Stephane brings over a decade of experience, having managed over 350 single family for-sale home repositionings in the SF Bay Area. • He has been recognized as one of the premier home builders in the San Francisco Bay Area. Stephane Dessus Vice President - Development • 10+ years of institutional real estate experience, closed $450M million • Prior to Valiance, he worked for Aspen Heights Partners, an institutional developer with over $2.0 billion in AUM across multifamily and student housing in the US. • Lucas Butler leads the Acquisition and Investment team, overseeing underwriting, deal structuring, and risk management
50
Strictly Private and Confidential
Risk Factors and Other Considerations
51
Risk Factors AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND ENTAILS A SIGNIFICANT DEGREE OF RISK, INCLUDING THE RISK OF TOTAL LOSS OF AN INVESTOR’S INVESTMENT, AND THEREFORE SHOULD BE UNDERTAKEN ONLY BY INVESTORS CAPABLE OF EVALUATING THE RISKS OF AN INVESTMENT IN THE COMPANY (AND IN TURN, THE COMPANY’S OWNERSHIP OF A MEMBERSHIP INTEREST IN THE PARTNERSHIP) AND BEARING THE RISKS THAT IT REPRESENTS. THE INTERESTS IN THE COMPANY AND THE COMPANY’S INVESTMENT AS A MEMBER OF THE PARTNERSHIP ARE EACH ARE EXPECTED TO BE ILLIQUID AND THE INTERESTS WILL BE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND PROSPECTIVE INVESTORS SHOULD BE AWARE THAT, AS MEMBERS, THEY MAY BE REQUIRED TO BEAR THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME. THE FOLLOWING LIST IS NOT A COMPLETE LIST OF ALL RISKS INVOLVED IN CONNECTION WITH AN INVESTMENT IN THE COMPANY. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO ACHIEVE ITS INVESTMENT OBJECTIVE OR THAT MEMBERS WILL RECEIVE A RETURN ON, OR OF, THEIR INVESTMENT. A SIGNIFICANT NUMBER OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY (WHICH IN TURN WILL OWN A MEMBERSHIP INTEREST IN THE PARTNERSHIP) ARE NOT WITHIN THE COMPANY’S OR THE SPONSOR’S CONTROL. THESE RISKS INCLUDE, AMONG OTHERS, ECONOMIC TRENDS, PARTICULARLY IN THE REAL ESTATE AND CAPITAL MARKETS, FLUCTUATIONS IN THE INTEREST RATE ENVIRONMENT, CHANGES IN INCOME TAX LAWS, GOVERNMENT REGULATIONS, AND THE AVAILABILITY OF ATTRACTIVE INVESTMENT OPPORTUNITIES. PRIOR TO INVESTING IN THE COMPANY, PROSPECTIVE INVESTORS SHOULD PERFORM THEIR OWN ANALYSIS OF THE INVESTMENT OPPORTUNITIES, OBJECTIVES, PRINCIPAL TERMS, RISKS AND CONFLICTS PRESENTED HEREIN AND DISCUSS INVESTING IN THE COMPANY WITH THEIR OWN FINANCIAL, LEGAL, AND TAX ADVISERS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS BELOW IN CONNECTION WITH AN INVESTMENT IN THE COMPANY. Investment / Offering Risks General best reasonable efforts offering. This offering is being conducted on a “best reasonable efforts” basis by the Sponsor. No guarantee can be given that all or any of the securities will be sold, or that sufficient proceeds will be available to acquire the entire interest in the Partnership offered to the Company by the Partnership. Receipt of a relatively small amount of capital commitments may reduce the ability of the Company to fully indirectly invest in the Property. No guaranteed return of investor’s capital contributions. The investments hereby offered are speculative and involve a high degree of risk. There can be no guarantee that an investor will realize a substantial return on the investment, or any return at all, or that the investor will not lose the entire amount of its investment in the Company. For this reason, each prospective investor should read this Memorandum, the Limited Liability Company Agreement for the Company, and the Amended and Restated Limited Partnership Agreement to be effective upon the purchase of the limited partnership interest in the Partnership by the Company, and the Subscription Agreement carefully, and consult with its own attorneys, accountants, business advisers, and/or any other adviser it deems appropriate prior to making any investment decision. No guarantee of profitability. There can be no assurance that cash flows will be sufficient to create net profits for the Compa ny even if the Sponsor believes in each investment’s economic viability. Poor performance by the Property could significantly aff ect the total returns to investors. There is no assurance that the value of the Property will increase over time or that such investment will not experience a complete loss in value, which may result in a complete loss to investors. No guarantee that the offering price of Interests is an accurate reflection of their value. The offering price of Interests has been determined by the Company taking into account its offering expenses, prospects, the number of securities to be offered and the general condition of the securities market, all as assessed by its management. Such prices are not directly correlated to the Company’s assets, earnings, net tangible book value or any other traditional criteria of value. Restrictions on transfer, resale, and liquidation of Interests. The Interests are “restricted securities” and subject to significant restrictions on transfer, resale, and liquidation under federal and state securities laws and under each of the Limited Liability Company Agreement for the Company and the Amended and Restated Limited Partnership Agreement. Moreover, it is not anticipated that any public market for the Interests will develop. Consequently, the Interests are extremely illiquid and a member of the Company may not be able to liquidate its investment in the event of emergency or for any other reason, and Interests may not be readily accepted as collateral for a loan. The purchase of Interest, therefore, should be considered only as a long-term investment. Investors must be able to bear the risks of holding their Interests for an indefinite period of time. Non-U.S. investors may have certain additional obligations under law. Non-U.S. investors may have certain additional notice, filing, reporting, accounting, withholding, or tax obligations required by federal, state, local, or foreign law. Such investors are solely liable for compliance with applicable laws. Members of the Company, will directly and indirectly will bear their allocable share of Company (and Partnership) fees, expenses, and distributions payable to the Sponsor and its Affiliates. Investors will bear their allocable share of fees, expenses, and distributions in connection with the investment and operating expenses of the Company and the Partnership as described in the Limited Liability Company Agreement for the Company and the Amended and Restated Limited Partnership Agreement for the Partnership, including but not limited to, any expenses, broker fees, construction management fees, asset management fees, property management fees, carried interest distributions to be paid to the General Partner and/or its Affiliates. Accordingly, gross returns, if any, will be reduced by the foregoing fees, expenses, and distributions and may be significantly less than if any investor had invested directly in the Property. Members in default may experience material and adverse consequences. A defaulting Member under the Limited Liability Company Agreement may experience material and adverse consequences. In such event, the Sponsor may exercise certain remedies available to it under the Limited Liability Company Agreement, including taking away the defaulting Member’s right to receive distributions and profit allocations and to vote, and to the maximum extent permitted by applicable law, the forced sale of the Member’s interests to other non-defaulting Members. Members may be subject to withholdings or other taxes. Members may be subject to withholdings or other taxes as a result of their participation in the Company and, indirectly, in the Partnership. To the extent the Partnership withholds or pays any such taxes on behalf of its Limited Partner, the Members in turn shall be deemed to have received a proportionate payment from the Partnership as of the time such withholding or tax is paid, which payment shall be deemed to be a distribution with respect to the Interest owned by such Member. Any excess amounts beyond a distribution to which each Member is entitled shall be deemed a loan bearing interest at the maximum rate permitted by applicable law. Dilution of Interests from subsequent closings. The General Partner may allow the Partnership to admit additional Limited Partners to subscribe for Interests in the Partnership at subsequent closings in accordance with the Amended and Restated Limited Partnership Agreement. In such event, the new additional Limited Partners are expected to participate in the Partnership and consequently dilute the Interest of the Company as an existing Limited Partner of the Partnership.
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