DST Evaluation Sheet · Quick
Sponsor: ABCD Sponsor LLC · Rule 506(c) of Regulation D
| Field | This PPM says | SEC Form D says | |
|---|---|---|---|
| ✓ | Legal name | DST Pizza Warehouse | DST Pizza Warehouse |
| ✓ | Max offering amount | $13,485,652 | $13,485,652 |
| ✕ | Minimum investment | $100,000 | $1,000 |
| ✓ | Reg D exemption | Rule 506(c) of Regulation D | 06c |
| ✓ | State of formation | Delaware (DST) | Delaware |
| ✓ | Named principals | Jed Clampett, Fred Smith, Joe Blow, Jenny Beaver | N/A ABCD Sponsor LLC, Jed Clampett, Fred Smith |
A Form D is a notice filing under Rule 506 of Regulation D; it is not an SEC review, endorsement, or approval of the offering. This section reports what the public federal record shows and how it compares to your document — it is not investment advice.
The SEC Form D names the broker-dealer(s) receiving sales compensation for this offering, each with an exact CRD number (the federal ID shared by FINRA and the SEC). We link straight to that firm's official record below — its registration status and any disclosures (customer disputes, regulatory actions, financial events). These identify the firm exactly, taken from the federal filing itself — not a name-match guess.
Broker-dealer identity and CRD are taken directly from the offering's SEC Form D. The linked FINRA/SEC records are the firm's official public registration; a disclosure, or its absence, is a public fact — not investment advice or an endorsement. Named principals in the Form D are not linked here because the filing does not include their CRD numbers.
Front-end load
8.00%
$1,078,852 off the top · $12,406,800 reaches the property
Back-end disposition fee
2.00%
of gross sale proceeds · Paid to Master Tenant on gross sales price, subordinated until investors receive 100% capital return
Appreciation needed to break even
≈ 10.9%
the property must appreciate this much just to return your original capital, before any profit. Measured against $12,406,800 — the capital that actually reached the property after the 8.00% up-front load, and assuming the 2.00% disposition fee is paid at sale. Distributions received during the hold offset part of this. This differs from the 70.4% “premium over purchase price” in the Total offering vs. property section above: that one is measured against the property’s purchase price and credits no fees, so it is higher. Two different bases, two different questions.
| Fee | When it applies | Rate | Effect (on $13,485,652) |
|---|---|---|---|
| Front-end load (aggregate) | On investment (up front) | 8% of gross proceeds | $1,078,852 |
| Selling Commissions (6.00%) + Marketing/Due Diligence Allowance (1.00%) + Wholesaling Fee (1.00%) of Offering Proceeds | |||
| Disposition fee | At sale | 2% of gross sale proceeds | Depends on sale price |
| Paid to Master Tenant on gross sales price, subordinated until investors receive 100% capital return | |||
| Acquisition Fee | One-time | 0.74% of offering proceeds | $141,234 |
| Charged on: Offering Amount | |||
| Real Estate Referral Fee to Sponsor Affiliatenot paid by investors | One-time | $224,000 | $224,000 |
| Charged on: purchase price of Property (paid by Seller, not investors) | |||
| Ongoing Accounting and Administration Fee | Annual (ongoing) | $36,000/yr | $36,000/yr |
| Annual Asset Management Fee | Annual (ongoing) | 1% of purchase price | $112,000/yr |
| Charged on: assets' purchase price (waived half in Years 1-2) | |||
| Property Management Fee | Annual (ongoing) | 6% of gross income | Varies — see note |
| Charged on: Property's annual gross income | |||
| Leasing Fee | One-time | 6% of total dollar value of primary … | If applicable |
| Charged on: total dollar value of primary lease/extension term | |||
| Construction Management Fee | One-time | 15% of cost of construction | If applicable |
| Initial Financing Fee | One-time | 2.5% of loan amount | $140,000 |
| Subsequent Financing Fee | One-time | 2.5% of loan amount | $140,000 |
| Charged on: loan balance | |||
| Operating Reserves Management Fee (ABCD) | Annual (ongoing) | 0.5% of deposits in Operating Reserves… | Varies — see note |
| Charged on: deposits in Operating Reserves account (50 bps) | |||
Arithmetic on the fees disclosed in the offering documentsp.29 — not a projection of returns. Up-front fees shown against the total offering amount; percentage fees are applied to the base each is charged on (purchase price, loan, or offering) where disclosed. Recurring fees marked “Annual (ongoing)” repeat each year of the hold. The disposition fee applies to sale proceeds (dollar value depends on sale price).
Years in business
Formed approx. 7-8 years ago
Total equity placed
Over $1 billion placed (per Prior Performance Summary)
Programs full-cycle
8 full-cycle DST offerings listed with an average annualized return of 11.0%
Independent sponsor track-record research is included in the Deep Sheet.
SEC Form D details differ from this PPM
| Field | This PPM says | SEC Form D says |
|---|---|---|
| Minimum investment | $100,000 | $1,000 |
What this means for your money: A discrepancy between the federal filing and the offering document can indicate an amended filing, a sponsor error, or an altered PPM — confirm each mismatched item with the sponsor and verify where funds are actually directed.
Indefinite hold at sole discretion of Signatory Trustee ⏳ Illiquidity · structuralIlliquidity is common in DSTs — but it still matters. DST interests have no public market and generally can't be sold early. Your capital is typically committed for the sponsor's planned hold — usually 5–10 years — and the exit timing is at the sponsor's discretion, so it can run longer. Standard for the structure, but it means you should not invest money you may need before then. (General DST education — not a statement about this deal's specific terms.)
Sale timing is solely at the Signatory Trustee's discretion; anticipated range is 1-20 years but could extend longer, with no investor consent right. p.36
What this means for your money: Investors may be locked into this illiquid investment for many years with no ability to force a sale, and depending on their age may not see a liquidity event in their lifetime.
Affiliate Master Tenant and Master Lease 🏢 Affiliate master leaseA sponsor-affiliated master lessee is common — and worth understanding. Most DSTs lease the property to a master tenant that is an affiliate of the sponsor, which then pays rent to the trust. It keeps the DST passive (a 1031 requirement), but it also means the entity paying you is controlled by the sponsor, not an independent third party — so distributions depend on that affiliate's performance and good faith. (General DST education — not a statement about this deal's terms.)
The Master Tenant is a wholly-owned Sponsor subsidiary; Master Lease terms were not negotiated at arm's length and Master Tenant retains excess rent above Threshold Rent. p.23
What this means for your money: The rent split and lease terms benefiting the Sponsor-affiliated Master Tenant are not the product of independent negotiation, which could reduce cash flow available to investors.
Bridge/short-term financing risk with foreclosure exposure
Sponsor uses a $5,600,000 bridge loan (50% LTV, 10.5%+ interest) from Old Creek Bridge Capital secured by pledged ownership interests and/or a deed of trust, with default risking foreclosure.
| Investor equity | $13,485,652 |
| Loan (debt) | $5,600,000 |
| Total raised (equity + loan) | $19,085,652 |
| Property purchase price | $11,200,000 |
| Paid over the real estate | $7,885,652 (70.4%) |
This offering raises $19,085,652 (equity + debt) to acquire a property priced at $11,200,000 — $7,885,652 (70.4%) more than the real estate itself. By SEC rule a DST sponsor cannot ask investors for more money later, so everything needed for ~20-year hold must be raised up front: not just selling commissions and fees, but reserves for repairs, capital expenditures (roof, HVAC), closing costs, and a cash cushion. So this gap is not all cost — the load portion is what you pay to buy in; the rest stays in the deal working for you. DST total offering-vs-property markups commonly run about 10–17%; longer holds justify a larger up-front cushion. The higher this figure relative to the hold, the more scrutiny the reserves and fees deserve, and the more the property must appreciate to return your capital at sale.
The bottom line on a DST is getting your principal back. If the property is later sold at or near its appraised value rather than the higher price investors effectively paid, you can receive back less than you invested — even without a market decline. The worst case is an early sale: if the property is sold before the hold is long enough for appreciation and distributions to make up the gap, there is little chance to recover principal. Weigh that against your total return: over the hold you also receive a share of the rent (the projected cash-on-cash distribution), but net of the monthly fee the sponsor-affiliated management entity collects. So the real question is whether distributions over the ~20-year hold, plus whatever principal comes back at sale, return your capital — use the hold period and the total raised above to judge it.
What this means for your money: If the Sponsor cannot repay the bridge loan, the lender could foreclose and investors could lose their entire investment.
Springing LLC conversion risk 🔁 Springing-LLC conversionThe "springing LLC" clause is common — and has tax consequences. Most DST trust agreements let the trust convert to an LLC if the property gets into trouble. If that conversion happens, the interests generally lose their 1031 eligibility — a future sale may no longer defer capital-gains tax. Standard boilerplate, but a real tax exposure if the deal underperforms. Overall conversion rates remain a low single-digit fraction of total active institutional properties under normal economic cycles. (General DST education — not a statement about this deal's terms.)
Upon tenant/Master Tenant default or certain other triggers, the Trust converts to a Springing LLC, and investor interests become partnership interests ineligible for future 1031 exchanges. p.23
What this means for your money: If this conversion occurs, investors would likely lose the ability to complete a tax-deferred 1031 exchange on a future sale.
Purchase price exceeds arm's-length valuation basis 💵 Fee loadLayered fees are common in DSTs — and they come out of your return. DST offerings typically carry front-end load (selling commissions, marketing, wholesaling, acquisition fees) often totaling ~10–15% of the raise, plus ongoing asset-management and disposition fees. Standard, but it means a portion of your investment goes to costs before any property income — see the Total Cost & Break-Even section for this deal's specific figures. (General DST education — not a statement about this deal's terms.)
The Interests' total offering price ($13,485,652) is higher than the Trust's actual purchase price for the Property ($11,200,000), reflecting embedded fees and sponsor profit. p.20
What this means for your money: Investors are paying more than the underlying real estate cost, so if the property is later sold at or near its standalone market value, investors could receive less than they invested.
High cumulative fee load to Sponsor and affiliates 💵 Fee loadLayered fees are common in DSTs — and they come out of your return. DST offerings typically carry front-end load (selling commissions, marketing, wholesaling, acquisition fees) often totaling ~10–15% of the raise, plus ongoing asset-management and disposition fees. Standard, but it means a portion of your investment goes to costs before any property income — see the Total Cost & Break-Even section for this deal's specific figures. (General DST education — not a statement about this deal's terms.)
Beyond the 8% front-end load, investors bear a 2% disposition fee, 1% annual asset management fee, 6% property management fee, and various other Sponsor fees. p.30
What this means for your money: These layered fees reduce net cash flow and net sale proceeds available for distribution to investors over the life of the investment.
Seven deadly sins trustee restrictions ⚖️ Trustee restrictionsThe "seven deadly sins" are common — and limit what the trust can do. To keep 1031 eligibility, DST trustees are barred from actions like renegotiating leases, refinancing, reinvesting sale proceeds, or making major capital improvements. This protects the tax treatment, but it also means the trust cannot adapt if circumstances change — it must largely hold as-is until sale. (General DST education — not a statement about this deal's terms.)
To preserve 1031/DST tax status, Trustees cannot renegotiate leases, refinance, reinvest sale proceeds, or make material property modifications. p.21
What this means for your money: These restrictions limit the Trust's ability to respond to changing market or tenant conditions, which could adversely affect income and property value.
Multi-tenant concentration and limited operating history of Master Tenant 🎯 ConcentrationConcentration is common in DSTs — and a real risk factor. Many DSTs hold one property, one tenant, or one local market, so there's little diversification: a single vacancy, tenant default, or local downturn hits the whole investment. This is inherent to how most DSTs are built, but it's why sizing any one DST as a modest slice of your portfolio matters. (General DST education — not a statement about this deal's terms.)
Property has 11 tenants in one local submarket; Master Tenant is newly formed with no operating history and limited capitalization. p.24
What this means for your money: If tenants default or the Master Tenant cannot meet its obligations, distributions to investors could be reduced or halted.