This Offering Memorandum for Syndicated Mortgage Investment document is typically
used by developers as a means of raising capital to develop a property. The document
sets out the risks involved for the investor and sets out the number of mortgages or
debentures being offered and provides for a schedule to be attached setting out the
terms of the mortgages or debentures. This document in its draft form contains
numerous of the standard clauses commonly used in this type of memorandum, as well
as optional language to allow for customization to ensure the specific needs of the user
are met. This document is useful to developers as a means to raise capital to develop
OFFERING MEMORANDUM FOR SYNDICATED
1.1 The Securities Commission of the governing jurisdiction has not reviewed nor has
approved this Offering Memorandum and in no way, shape or form makes any
endorsement of any of the Investments (the “Investments”) offered herein.
1.2 The Issuer of this Offering Memorandum is ______________ (the “Issuer”);
whose registered head office address is ________________________. [PROVIDE
ADDRESS OF ISSUER]
INVESTMENTS BEING OFFERED
2.1 The Investments being offered in this Offering Memorandum to the Investors (the
“Investors”) are ____ [PROVIDE THE NUMBER] debentures/mortgages bearing interest
and repayment terms as contained on Schedule “A,” annexed hereto.
2.2 The debentures/mortgages will be secured by way of debenture/charge over all of the
assets and undertaking of the Issuer located at _______________ [PROVIDE ADDRESS
OF ISSUER, OR, WHERE THE SECURITIES WILL BE HELD] by the issuance by the Issuer of
a General Security Agreement to a security agent at the close of this offering.
3.01 The purchase and sale of the debentures/mortgages is conditional upon the purchase and sale
being exempted from the registration and all filing requirements by the Securities Commission
of the governing jurisdiction.
3.02 The Investor(s) hereby acknowledge and agree that the Issuer of the Investments may,
pursuant to the laws of the applicable jurisdiction, disclose to the governing Securities
Commission the identities of the Investors.
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4.01 The Investors acknowledge that the Issuer may on occasion, consider other temporary
loans. In the event that the Issuer considers other temporary loans, any advances made
under such temporary loans shall be limited to circumstances in which there are
independent valuations by conservative industry sources. Such temporary loans will
have a conventional loan structure.
5.1 The Investors acknowledge and agree that they shall each execute an acknowledgement
in the form annexed hereto as Schedule “B”, which authorizes the Issuer to enter into a
form of collateral agency agreement with a collateral agent.
5.2 The Investors hereby further acknowledge that the collateral agent shall have the full
authority to act on behalf of the Investors with respect to their security interest in and to
the collateral for the debentures/mortgages.
5.3 The Investors agree that they shall each indemnify and save harmless the collateral agent
from any liability or damages incurred by the collateral agent in the collateral agent
carrying out his or her duties under the collateral agency agreement save and except for
any liability or damages that may result in gross negligence of the collateral agent.
6.1 The Investments issued by the Issuer to the Investors shall be subject to any and all resale
restrictions imposed by the Securities Commission of the governing jurisdiction.
7.01 The Investors acknowledge and agree that the Investors may be exposed to potential risks which
are specific to the Issuer. Such risks shall include, but not be limited to, in inability to sell the
debentures/mortgages, the ability of the Issuer to raise sufficient monies, the inability to satisfy
some or all of the requirements for bank credit or operating losses.
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8.01 The Issuer shall send to each Investor on a yearly/semi-annual basis, a report which shall contain
the particulars of each of the Investor’s Investment performance.
9.01 The Investments being offered in this Offering Memorandum are open to acceptance or
rejection by the Investors. In the event an Investor wishes to reject the offer made, any monies
held by the Issuer shall be immediately returned to the Investor without interest or deduction.
9.02 The offers being made shall be accepted as of the ____ day of each and every month, with the
debentures/mortgages being issued within _____ days thereafter.
DATED this ____ day of ______________, 201____.
I have authority to bind the Company.
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