⚠️ Legal Note — Read Before Sharing Anything
🔴 STOP — PPM Required Before Soliciting Any Investor
This offering is being structured as Regulation D, Rule 506(b) under the Securities Act of 1933.
What this means:
Legal Counsel: Chase Waters · Kutak Rock LLP · chase.waters@kutakrock.com
The teasers and pro forma on this page are internal working documents only. Do NOT forward to any investor before PPM is ready.
What this means:
- A Private Placement Memorandum (PPM) must be prepared and reviewed by counsel BEFORE any investor is solicited or documents are shared.
- General solicitation is prohibited under 506(b) — investors must have a pre-existing relationship with JAK.
- All investors must be accredited investors (SEC Rule 501). Accreditation must be verified and documented for every investor before accepting funds.
- After the first sale closes, JAK must file Form D with the SEC within 15 calendar days.
- State-level Blue Sky notice filings may also be required depending on investor state of residence.
- JAK F&F LLC operating agreement and subscription agreement must be finalized by counsel.
Legal Counsel: Chase Waters · Kutak Rock LLP · chase.waters@kutakrock.com
The teasers and pro forma on this page are internal working documents only. Do NOT forward to any investor before PPM is ready.
📋 Investment Overview — How JAK F&F LLC Works
JAK F&F LLC is a single-purpose aggregator vehicle that pools friends-and-family capital and invests it as JAK's developer capital contribution to both the Mayfair BTR and Radiant Active Adult JV entities. This is not a side deal — F&F capital becomes JAK's equity seat at the table.
What F&F Capital Funds
Initial Development Costs (IDC): land loan debt service, property taxes, insurance, permits, engineering, entitlements, architecture, legal fees — from now through Construction Loan close.
At Construction Closing
F&F capital stays in the deal — it becomes JAK's LP capital contribution. Sits pari passu with institutional equity. Preferred return (8%/yr) begins accruing from this date — not before.
Plus: Promote Kicker
F&F LLC receives 10% of JAK's promote on Mayfair and 15% of JAK's promote on Radiant — incremental upside on top of LP return, paid from JAK's carried interest.
Pre-Dev Phase — No Pref
During the ~6-month pre-development phase, no preferred return accrues. Capital is actively funding project costs. Pref clock only starts when the construction loan closes.
🏗️ Capital Structure — At Construction Closing
| Component | Mayfair BTR | Radiant Active Adult | Notes |
|---|---|---|---|
| Landowner Contribution Novak — Agreed Land Value |
$3,150,000 | $5,500,000 | Novak is passive capital only — no fees, no promote |
| JAK / F&F LLC Capital Initial Development Costs → LP position |
~$800,000 | ~$800,000 | F&F capital = JAK's developer contribution; pari passu at CL close |
| Construction Loan ~60% LTC |
TBD | ~$29,860,000 | Third-party lender; senior to all equity |
| Institutional Equity ~40% LTC residual |
TBD | ~$19,907,000 | Third-party LP; same pref as F&F after CL close |
| Total Project Cost (TPC) | TBD | ~$49,767,000 | — |
Entity structure: JAK Development Group LLC (Manager/Developer, sole authority) · JAK F&F LLC (holds F&F capital, contributes as JAK's developer equity) · Mayfair BTR LLC / Radiant LLC (JV entity, owns/develops property) · Novak (Landowner, passive) · Institutional LP (pari passu with F&F after CL close)
🛡️ Downside Protection — JV Agreement §5.2
This is NOT typical at-risk pursuit capital
Unlike typical pre-development pursuit costs (which are fully at risk if a deal falls apart), JAK F&F investors benefit from contractual downside protection baked into the JV Agreement:
Per JV Agreement §5.2: If Novak sells the Property before Construction Closing, Novak is contractually required to:
JAK holds a contractual lien on the Property securing these obligations. In a pre-construction termination scenario, F&F investors would expect to recover their capital plus a share of any land appreciation — not a zero.
Important: Recovery amounts and timing still depend on the actual land sale price, legal enforcement, and circumstances. Returns are not guaranteed. Investors should review the PPM carefully and consult their own legal advisors before investing.
Per JV Agreement §5.2: If Novak sells the Property before Construction Closing, Novak is contractually required to:
- Reimburse JAK for ALL Initial Development Costs (i.e., the full F&F investment amount), AND
- Pay JAK its pro-rata share of any land sale proceeds.
JAK holds a contractual lien on the Property securing these obligations. In a pre-construction termination scenario, F&F investors would expect to recover their capital plus a share of any land appreciation — not a zero.
Important: Recovery amounts and timing still depend on the actual land sale price, legal enforcement, and circumstances. Returns are not guaranteed. Investors should review the PPM carefully and consult their own legal advisors before investing.
📈 Return Summary
| Metric | Mayfair BTR | Radiant Active Adult | Notes |
|---|---|---|---|
| F&F LP IRR (estimated) | ~18–22% | ~18–22% | Slightly below project-level due to pre-dev timing |
| Equity Multiple (estimated) | ~1.7–1.9x | ~1.7–1.9x | Over ~3.5–4 year hold |
| Preferred Return Rate | 8% p.a. | 8% p.a. | Accrues from Construction Loan close — same as institutional |
| Pre-Dev Phase (no pref) | ~6 months | ~6 months | Capital at work funding IDC; pref clock starts at CL close |
| Promote Kicker | 10% of JAK promote | 15% of JAK promote | Paid from JAK's carried interest — incremental upside on top of LP return |
| JAK Est. Promote ($) | ~$2,000,000 | ~$2,912,000 | Placeholders — subject to final institutional waterfall terms |
| Project-Level IRR Target | ~22–26% | ~22.7% | From pro forma; promote kicker only paid if thresholds hit |
| Hold Period | ~3.5–4 years | ~3.5–4 years | From F&F commitment to exit/distribution |
Returns are estimates based on current pro formas. Not guaranteed. Promote kicker only materializes if JAK earns a promote (project must hit return hurdles in the JV waterfall). Consult your advisors.
Mayfair BTR — Investor Teaser
140-unit BTR · New Braunfels TX · $800K F&F target · 10% promote kicker
Internal working doc — DO NOT distribute before PPM is ready
Internal working doc — DO NOT distribute before PPM is ready
Radiant Active Adult — Investor Teaser
214-unit active adult · Georgetown TX · $800K F&F target · 15% promote kicker
Internal working doc — DO NOT distribute before PPM is ready
Internal working doc — DO NOT distribute before PPM is ready
✅ Action Items
🔴 Urgent — Legal
Retain Chase Waters → Prepare PPM & Subscription Docs
🔴 Urgent — Entity
Finalize JAK F&F LLC Formation
| Action | Owner | Due | Status |
|---|---|---|---|
| Retain Chase Waters — PPM, Sub Docs, Operating Agreement for JAK F&F LLC | John Burns | Immediate | 🔴 Urgent |
| Finalize JAK F&F LLC formation / operating agreement | Chase Waters / John | This week | 🔴 Urgent |
| Build investor prospect list (names, relationships, target ask per person) | John / Kent / Andy | This week | 🟡 In Progress |
| Review & finalize pro forma with Andy — confirm IDC amounts, timeline, promote | John / Andy | This week | 🟡 In Progress |
| Confirm institutional equity timeline (when will inst. LP be raised?) — affects F&F pref start | John / Kent | This week | ⚪ Pending |
| Finalize promote waterfall with institutional partners (Exhibit A) | JAK / Inst. LP | Pre-CL close | ⚪ Pending |
| Set up JAK F&F LLC bank account for capital calls | John Burns | Before 1st call | ⚪ Pending |
| File Form D with SEC (within 15 days of first sale) | Chase Waters | After 1st close | ⚪ Pending |
📂 Documents
JAK F&F Pro Forma
5-tab Excel model: Executive Summary · Assumptions · F&F Investor Returns (with JV §5.2 protection) · Scenario Analysis · Capital Call Schedule
🤖 Built by Atlas · March 30, 2026 · OneDrive: Mayfair - JAK/
Investor Pipeline Tracker
4-tab Excel tracker: Investor Pipeline · Commitment Summary · Document Tracker · Instructions. Includes status dropdowns, auto-calculated totals, compliance checklist.
🤖 Built by Atlas · March 30, 2026 · OneDrive: Mayfair - JAK/
Mayfair BTR — Investor Teaser
One-page teaser: structure, downside protection, returns, CTA. Internal working doc only until PPM is ready.
Radiant Active Adult — Investor Teaser
One-page teaser: structure, downside protection, 15% promote kicker, returns, CTA. Internal working doc only until PPM is ready.
PPM + Subscription Agreement
Private Placement Memorandum — to be prepared by Chase Waters at Kutak Rock. Required before any investor can be solicited.
⏳ Pending — Kutak Rock (Chase Waters)
JAK F&F LLC Operating Agreement
Operating agreement for the aggregator LLC. To be drafted by Chase Waters alongside PPM. Required before entity can accept capital.
⏳ Pending — Entity Formation
👥 Investor Pipeline Summary
Current Status: 0 Investors · $0 of $1,600,000 Target
📊 Open Live Tracker →
Committed vs Target ($1.6M)0%
Funded vs Target0%
Live totals auto-calculate in the Excel tracker as investors are added. Update the tracker as pipeline progresses.
| Status | Count | Amount ($) |
|---|---|---|
| Prospect | 0 | — |
| Contacted | 0 | — |
| Interested | 0 | — |
| Committed | 0 | $0 |
| Docs Sent | 0 | — |
| Docs Received | 0 | — |
| Funded | 0 | $0 |
| Total | 0 | $0 / $1,600,000 |
📞 Key Contacts
John Burns
JAK Principal · Legal & Entity Lead
Retaining Kutak Rock · Managing F&F LLC
Kent McNeil
JAK Principal
Contact info TBD
Chase Waters
Kutak Rock LLP · Securities Counsel
Contact IMMEDIATELY — PPM & F&F LLC docs