Integris DLV Opportunity Zone Fund
INVESTMENT SUMMARY
Integris DLV Opportunity Zone Fund seeks to raise up to $25 million in investor capital for the ground-up development and ownership of the Dream Las Vegas, a hotel and casino on the Las Vegas Strip, which will be paired with other debt and equity sources to fund the project. Located in a qualified opportunity zone, the 5.25-acre Dream Las Vegas project offers prospective investors an opportunity to defer and reduce capital gains for federal income tax purposes pursuant to an investment in a qualified opportunity zone.
VIEW OFFERING MATERIALS
PROJECT DETAILS
- Located at 5051 Las Vegas Blvd.
- 19-story, single facility
- 490,000 square feet of hotel space
- 280,000 square feet of parking, striped for 825 spaces
- 531 luxury lifestyle rooms and suites
- Food and beverage venues
- Pool and day club
- Retail venues
- Full-service fitness center
- 26,000 square feet of gaming space anticipated to house 250 slot machines, 20 table games, and a sports book
Integris DLV Opportunity Zone Fund, LLC is a 506(c) offering, as defined by the U.S. Securities and Exchange Commission, for accredited investors only.
This is neither an offer to sell nor a solicitation of an offer to buy any security. An investment in a limited partnership involves a high degree of risk, including the possible loss of your investment, and is illiquid with an uncertain liquidity date. Past performance is not indicative of future results. Securities offered through Shopoff Securities, Inc., member FINRA/SIPC. Investors are strongly encouraged to consult with their own tax advisors with respect to the rules relating to investments in qualified opportunity funds and the taxation thereof.
The potential tax benefits related to this Fund are the federal income tax aspects, and state, local or other tax implications may vary. However, an early liquidation could result in a loss of QOZ benefits and/or additional tax consequences.
You should read the Memorandum for any prospective investment and examine the suitability of this type of investment in the context of your own needs, investment objectives, and financial capabilities and should make your own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, you are strongly encouraged to consult with your own tax advisor and your own attorney, accountant, financial consultant or other business advisor regarding the risks and merits of the proposed investment, including the rules relating to investments in qualified opportunity funds and the taxation thereof. This communication and any Memorandum do not constitute tax advice to any prospective investor.
Important Information – Risk Factors
An investment in Integris DLV Opportunity Zone Fund, LLC (“DLV QOZ”) must be considered speculative. There are no guarantees of distributions or returns, and an Investor may lose all or part of their investment. There are various risks related to an investment in DLV QOZ which is described in the Private Placement Memorandum. These risks include, but are not limited to:
- The Interests may not be suitable for certain Investors. Investors should consult with their own tax advisors to determine the extent to which they may qualify for tax benefits under the qualified opportunity fund rules and with respect to an investment in DLV QOZ. Investors will be solely responsible for ensuring that they qualify for such tax benefits.
- The Interests will be highly illiquid, no trading market exists or will ever develop, and withdrawals of capital contributions are prohibited.
- DLV QOZ is a “Best Effort” offering, and if DLV QOZ is unable to raise substantial capital, it may be limited in the number and types of investments it is able to make, which could have a negative effect on diversification and investment results.
- Investors may have tax-related risks related to their investment in DLV QOZ that are specific to their own unique facts and circumstances.
- DLV QOZ is a recently formed entity with no operating history and no assurance of success.
- Success is dependent on the performance of the Fund’s Managers, as well as individuals that are affiliates of the Fund’s Managing Members.
- DLV QOZ depends on key personnel of the Manager and its affiliates, the loss of any of whom could be detrimental to DLV QOZ’s business.
- DLV QOZ will pay substantial fees and expenses to the Managing Member, its affiliates and broker-dealers. These fees will increase Investors’ risk of loss.
- DLV QOZ will be subject to conflicts of interest arising out of relationships among the Sponsor, the Managing Members, the Managers and their affiliates.
- There are considerable risks associated with development projects including need for approvals and permits, cost overruns and delays.
- There are unique risks of the hospitality industry including high levels of competition, a cyclical market and dependence on hotel management for performance and unique risks associated with the Casino industry.
- Real estate-related investments, including joint ventures, co-investments and real estate-related securities, involve substantial risks. There are substantial risks associated with owning, financing, operating and leasing real estate, and value-added real estate investments may involve additional risks.
- Economic, market and regulatory changes that impact the real estate market generally may decrease the value of a Fund’s investments and weaken operating results.
- Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
- DLV QOZ will likely obtain debt financing, which increases costs and risk of loss due to foreclosure, and may limit its ability to pay distributions to Investors.
WHY INVEST IN INTEGRIS DLV OPPORTUNITY ZONE FUND?
Unique qualified opportunity fund investing in property located on the historic Las Vegas strip**
A real estate dream team
- Development experts Contour Real Estate will act as co-developer on the project
- World renowned contractor McCarthy Building Companies (Allegiant Stadium project)
- Industry veteran with global hotel experience, Bill Smith, serves as senior vice president of design and construction
- Globally recognized architect and integrated design creator DLR Architects
Premier lifestyle management company, Dream Hotel Group, is contracted as the operator and manager
Location, Location, Location1
- 0.8 miles to the new Allegiant Stadium, home of the Las Vegas Raiders NFL team + an estimated 200 events per year
- 1.7 miles from T-Mobile Arena, home of the Vegas Golden Knights NHL hockey team
- 0.2 miles from Mandalay Bay Convention Center
- 0.7 miles away from Mandalay Bay Resort and Casino, which features a tram running to other Las Vegas Strip casinos
- 1.9 miles from City Center
- Adjacent to Signature Aviation and JSX (regional airline) terminals, a less than five-minute drive from Dream Las Vegas
Architectural rendering for illustrative purposes only and shows a holding of an Integris Fund. Final design subject to change.
What are Qualified Opportunity Zones and Qualified Opportunity Funds?
Created as part of the Tax Cuts and Jobs Act of 2017, qualified opportunity zones are designed to incentivize the investment of capital into certain designated low-income census tracts nationwide. They can be invested in either by rolling over capital gains or cash into a “qualified opportunity fund.” The capital gains can potentially come from the sale or exchange of almost any property – stocks, bonds, bitcoin, art, business sales and more. A qualified opportunity fund is generally an investment vehicle that files either a partnership or corporate federal income tax return and is organized for the purpose of investing in qualified opportunity zone property.
THREE POTENTIAL BENEFITS OF INVESTING CAPITAL GAINS IN A QUALIFIED OPPORTUNITY FUND:
- DEFER the payment of your capital gains tax on the sale or exchange of property.
- ELIMINATE taxes on the capital gains resulting from certain sales or exchanges of the qualified opportunity fund investment after a 10-year holding period.
- ELIMINATE TAXES ON DEPRECIATION RECAPTURE. In a typical real estate investment, depreciation used to reduce taxes due on income during the holding period is recaptured upon sale, triggering a taxable event. With respect to capital gains from certain sales or exchange of a qualified opportunity fund investment after a 10-year holding period, depreciation is not recapturable, eliminating tax on some or all of the cash flow generated by the investment.
As the property and operations are domiciled in Nevada, non-California residents may not be required to pay California income taxes on income generated by or received from the Fund.
Potential Risks include: 1) an investment in the Fund is not appropriate for persons who may require immediate liquidity or guaranteed income, or who seek a short-term investment, 2) units are speculative and involve a high degree of risk. A prospective Investor should be able to bear a complete loss of his, her or its investment. Prospective Investors should carefully read this Memorandum before purchasing a Unit.
What are Certain Benefits of Investing in Qualified Opportunity Funds?
The opportunity zone program was created as part of the Tax Cuts and Jobs Act of 2017, with the goal of incentivizing investments into community improvements in certain designated low-income census tracts. The program encourages investors to invest their capital gains from the sale or exchange of property into qualified opportunity funds. These funds then put the equity raised toward designated qualified opportunity zones, which are targets for economic revitalization.
In return for investing your qualified capital gains into qualified opportunity funds, you can potentially receive:
The taxable capital gain you invest into a qualified opportunity fund generally (subject to certain requirements) won’t be recognized until December 31, 2026 (payable when returns are filed for 2026, which is April 15, 2027, for individuals, but may be other dates for other types of entities), or until an interest in the fund is sold or exchanged (whichever takes place first). This means you generally won’t have to pay capital gains taxes with respect to the qualified capital gain that you roll into a qualified opportunity fund until your 2026 taxes are due.
If an investment in a qualified opportunity fund is held 10 years or longer, your investment’s tax basis can be increased to its fair-market value when you sell or exchange it. This means that your qualified opportunity fund investment can appreciate tax-free, and you won’t pay capital gains taxes on the appreciation amount when you sell or exchange your interest (provided that your original deferred capital gain is subject to taxation as described above).
In a typical real estate investment, depreciation used to reduce taxes due on income during the holding period is recaptured upon sale, triggering a taxable event. With respect to capital gains from certain sales or exchange of a qualified opportunity fund investment after a 10-year holding period, depreciation is not recapturable, eliminating tax on some or all of the cash flow generated by the investment.
Important Note: The state, local and other tax implications of a qualified opportunity zone investment are uncertain because there is a lack of precedent and limited guidance related to QOZs. Investors are strongly encouraged to discuss compliance for certain Tax Code requirements with their tax advisers.
Integris QOZ Fund Comparison Tool
The number of available qualified opportunity zone fund (“QOZs”) offerings can seem overwhelming, but that’s just the beginning. Once you’ve identified opportunities that seem interesting, what metrics matter to you and where does an actual evaluation begin? Integris Real Estate Investments has prepared a simple comparison tool to help you with this important process. Click here to access the QOZ comparison tool.
How the Investment Process Works
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2. REVIEW INVESTMENT OPPORTUNITIES
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3. INVEST
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1. Approximate distances taken from Google Maps.
*Offering Scheduled to close March 31, 2024.
**To date, there are no other QOZ offerings that are for hotels on the Las Vegas Strip and for a hotel at the caliber of Dream Las Vegas.
***The potential tax benefits related to this Fund are the federal income tax aspects, and state, local or other tax implications may vary.
****However, an early liquidation could result in a loss of QOZ benefits and/or additional tax consequences.
You should read the Memorandum for any prospective investment and examine the suitability of this type of investment in the context of your own needs, investment objectives, and financial capabilities and should make your own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, you are strongly encouraged to consult with your own tax advisor and your own attorney, accountant, financial consultant or other business advisor regarding the risks and merits of the proposed investment, including the rules relating to investments in qualified opportunity funds and the taxation thereof. This communication and any Memorandum do not constitute tax advice to any prospective investor.
Architectural rendering for illustrative purposes only and shows a holding of an Integris Fund. Final design subject to change.
Integris DLV Opportunity Zone Fund, LLC is a 506(c) offering, as defined by the U.S. Securities and Exchange Commission, for accredited investors only. This is neither an offer to sell nor a solicitation of an offer to buy any security. An investment in a limited partnership involves a high degree of risk, including the possible loss of your investment, and is illiquid with an uncertain liquidity date. Past performance is not indicative of future results. Securities offered through Shopoff Securities, Inc., member FINRA/SIPC. Investors are strongly encouraged to consult with their own tax advisors with respect to the rules relating to investments in qualified opportunity funds and the taxation thereof.
*An “accredited investor:”
1. Has income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year.
OR
2. Has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). Visit the SEC website for more information on what is an accredited investor.
Important Information – Risk Factors
An investment in Integris DLV Opportunity Zone Fund, LLC (“DLV QOZ”) must be considered speculative. There are no guarantees of distributions or returns, and an Investor may lose all or part of their investment. There are various risks related to an investment in DLV QOZ which is described in the Private Placement Memorandum. These risks include, but are not limited to:
- The Interests may not be suitable for certain Investors. Investors should consult with their own tax advisors to determine the extent to which they may qualify for tax benefits under the qualified opportunity fund rules and with respect to an investment in DLV QOZ. Investors will be solely responsible for ensuring that they qualify for such tax benefits.
- The Interests will be highly illiquid, no trading market exists or will ever develop, and withdrawals of capital contributions are prohibited.
- DLV QOZ is a “Best Effort” offering, and if DLV QOZ is unable to raise substantial capital, it may be limited in the number and types of investments it is able to make, which could have a negative effect on diversification and investment results.
- Investors may have tax-related risks related to their investment in DLV QOZ that are specific to their own unique facts and circumstances.
- DLV QOZ is a recently formed entity with no operating history and no assurance of success.
- Success is dependent on the performance of the Fund’s Managers, as well as individuals that are affiliates of the Fund’s Managing Members.
- DLV QOZ depends on key personnel of the Manager and its affiliates, the loss of any of whom could be detrimental to DLV QOZ’s business.
- DLV QOZ will pay substantial fees and expenses to the Managing Member, its affiliates and broker-dealers. These fees will increase Investors’ risk of loss.
- DLV QOZ will be subject to conflicts of interest arising out of relationships among the Sponsor, the Managing Members, the Managers and their affiliates.
- There are considerable risks associated with development projects including need for approvals and permits, cost overruns and delays.
- There are unique risks of the hospitality industry including high levels of competition, a cyclical market and dependence on hotel management for performance and unique risks associated with the Casino industry.
- Real estate-related investments, including joint ventures, co-investments and real estate-related securities, involve substantial risks. There are substantial risks associated with owning, financing, operating and leasing real estate, and value-added real estate investments may involve additional risks.
- Economic, market and regulatory changes that impact the real estate market generally may decrease the value of a Fund’s investments and weaken operating results.
- Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
- DLV QOZ will likely obtain debt financing, which increases costs and risk of loss due to foreclosure, and may limit its ability to pay distributions to Investors.
