Senior Secured Class D Equity

Our Senior Secured Class D Equity accounts provide a 5% preferred return plus profit participation on investments of $50,000 or more. Investments are redeemable with 30 days notice and provide monthly profit distributions or optional reinvestment, allowing for maximum flexibility. By investing in a Mortgage REIT, taxable investors benefit from the 20% 199A tax deduction, providing a tax-adjusted fixed income equivalent yield of approximately 6.3%. Tax advantaged investors benefit from no unrelated business taxable income (“UBTI”) tax related to debt financed income of the Company.

Security

Our fund structure offers multiple layers of protection for Class D Equity investors.

  • $105 million of investor capital secured by an estimated $151 million of real estate collateral. (1)
  • Tiered capital structure provides Class D Equity investors with additional protection relative to Class A, B, C Equity investors. 
  • As of December 31, 2022, Class D Equity investors were secured by a loan to value of 29% and asset coverage of 3.48 times.  (2)(3)(4)

 

(1)(2)(3)(4) See “Show Disclosures” below for additional details. 

SHOW DISCLOSURES

Real Estate Collateral Value

(1) As part of its underwriting process, Iron Bridge prepares an estimated “after-repair” valuation of the real estate collateral for each loan. The after-repair valuation assumes that (i) all planned capital improvements to the real estate collateral have been completed, and (ii) all construction loan proceeds have been disbursed. The “after-repair” valuation represents Iron Bridge’s estimate of the market value of the collateral after completion of the project based on information about comparable properties available to it at that time. Actual values may be more or less than that estimated by Iron Bridge. As of December 31, 2022, the estimated “after-repair value” of the real estate collateral securing the loan portfolio was $184.6 million. See the Company’s most recently quarterly report for additional details.

In order to provide an estimate of the “as-is” real estate collateral value at end of period, and to account for projects that are in process of construction or redevelopment, Iron Bridge uses a straight-line percentage completion method to estimate the “as-is” real estate value. Specifically, Iron Bridge estimates the percentage completion of all real estate projects based on the percentage of construction funds disbursed as of a particular date and then multiplies this percentage completion by the total estimated value creation (estimated “after-repair” value of real estate minus purchase price) to determine the current value added through capital improvements. The current value added through capital improvements is then added to the original purchase price to calculate the “as-is” value of the real estate collateral as of a particular date. This estimated “as-is” value is then used to analyze the cumulative loan-to-value and real estate asset coverage of each investment program. It is important to note that the “as-is” loan-to-value and asset coverage ratios improve as the percentage completion increases.

As of December 31, 2022, the estimated “after-repair” value of the real estate collateral securing the loan portfolio was $184.6 million, and the real estate purchase price was $115.4 million, resulting in $69.2 million in total estimated value add to the real estate projects. Total construction loan commitments were $19.3 million and construction funds disbursed were $9.3 million, resulting in an estimated percentage completion of 48%. Multiplying the estimated total value add of $69.2 million by the estimated project completion of 48% equaled an estimated $33.4 million of incremental real estate value added based on percentage completion. Adding $33.4 million of incremental real estate value added to the real estate purchase price of $115.4 million provided an estimated “as-is” loan portfolio real estate collateral value of $148.8 million. When combined with an estimated $2.1 million of real estate owned assets, the total estimated “as-is” real estate collateral value securing the Company’s investment programs was $150.9 million as of December 31, 2022.

 

Senior Secured Class D Equity

(2) Our Senior Secured Class D Equity is being offered only by means of the Offering Circular which is available for download on our website and directly from the Securities and Exchange Commission website. The Offering Circular is part of an Offering Statement that was filed with, and qualified by, the Securities and Exchange Commission under Tier II of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”) during September 2022. No offer to sell or solicitation of an offer to buy the Senior Secured Class D Equity is being made in any jurisdiction in which such offer, sale or solicitation would not be permitted by law.

The minimum investment in our Senior Secured Class D Equity is $50,000. Persons who are not “accredited investors” as defined for purposes of Regulation D under the Securities Act will not be permitted to purchase Senior Secured Class D Equity in an amount in excess of 10 percent of the greater of the investor’s annual income or net worth (for natural persons) or revenues or net assets (for entities).

As of December 31, 2022, Iron Bridge had $21.3 million of outstanding 5% Senior Secured Demand Notes, which were converted to 5% Preferred, Participating Senior Secured Class D Equity effective January 1, 2023. The following analysis of Senior Secured Class D Equity is proforma and assumes that the 5% Senior Secured Demand Notes were converted to 5% Preferred, Participating Senior Secured Class D Equity on December 31, 2022.

 

Cumulative Loan to Value

(3) Cumulative loan-to-value is the value of the equity class investment plus any senior debt or equity class divided by the estimated “as-is” real estate collateral value ($150.9 million as of December 31, 2022). As of December 31, 2022, the loan-to-value of Bank Borrowings equaled 15% or $22.0 million in Bank Borrowings divided by the estimated “as-is” real estate collateral value of $150.9 million; Cumulative loan-to-value of Class D Equity equaled 29% or $43.3 million (the sum of $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings) divided by the estimated “as-is” real estate collateral value of $150.9 million, and; Cumulative loan-to-value of Class C Equity equaled 50% or $74.7 million (the sum of $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings) divided by the estimated “as-is” real estate collateral value of $150.9 million; Cumulative loan-to-value of Class B Equity equaled 64% or $95.5 million (the sum of $21.2 million in Class B Equity, plus $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings) divided by the estimated “as-is” real estate collateral value of $150.9 million, and; Cumulative loan-to-value of Class A Equity equaled 68% or $102.1 million (the sum of $6.2 million in Class A Equity, plus $21.2 million in Class B Equity, plus $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings) divided by the estimated “as-is” real estate collateral value of $150.9 million.

 

Cumulative Asset Coverage

(4) Cumulative Asset Coverage is the estimated “as-is” real estate collateral value ($150.9 million as of December 31, 2022) divided by the equity investment plus any senior debt or equity. As of December 31, 2022, Bank Borrowings equaled 6.85 times or $150.9 million in estimated “as-is” real estate collateral value divided by $22.0 million in Bank Borrowings; Class D Equity equaled 3.48 times or $150.9 million in estimated “as-is” real estate collateral value divided by $43.3 million (the sum of $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings); Class C Equity equaled 2.02 times or $150.9 million in estimated “as-is” real estate collateral value divided by $74.7 million (the sum of $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings); Class B Equity equaled 1.57 times or $150.9 million in estimated “as-is” real estate collateral value divided by $95.9 million (the sum of $21.2 million in Class B Equity, plus $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings), and; Class A Equity equaled 1.48 times or $150.9 million in estimated “as-is” real estate collateral value divided by $102.1 million (the sum of $6.2 million in Class A Equity, plus $21.2 million in Class B Equity, plus $31.4 million in Class C Equity, plus $21.3 million in Class D Equity, plus $22.0 million in Bank Borrowings).

LIQUIDITY

Senior Secured Class D Equity is redeemable with a 30-day notice which allows you to withdraw or add to your Class D Equity account quickly and easily.

Iron Bridge Gross Revenue

4X

Combined Interest and Preferred Return Expense

Preferred Return Coverage

Our business model generates strong and stable recurring revenues available to make investor payments.

  • Interest expense paid on the bank line of credit and 5% preferred retun paid on the Senior Secured Class D Equity combined for the 12 months ended December 31, 2022 was $3,550,775. Gross revenues of $15,460,566 were more than 4 times the amount necessary to make these investor payments. (1)

(1) See “Show Disclosures” above for additional details.

Stability

The strength of our loan portfolio comes from our investment in the value creation of our borrowers. We do not speculate on the economy or the real estate market. Our loan portfolio has performed well in both down and up economies since 2009.

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We invest in our borrowers and the talent they bring to their projects.

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Our borrowers make money on the value they create in their projects.

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Short term loans allow us to adapt quickly to changing markets.

Fund Management

Operators

Gerard & Sarah began this fund to provide for their family, perform a valuable service for their borrowers and deliver attractive returns to their investors.

Underwriting

With our in-house loan origination and underwriting process, we have intimate knowledge of the circumstances behind each loan we make.

Loan Servicing

In-house servicing means personal interactions with our borrowers, which leads to successful projects and excellent returns for borrowers and investors.

Frequently Asked Questions

What are the tax advantages of investing in a Mortgage REIT?

Iron Bridge Mortgage Fund converted from a partnership into a real estate investment trust in tax year 2022. Some of the tax advantages of investing in a Mortgage REIT are as follows:

  • Taxable accounts receive the full 20% 199A tax deduction. In other words, for every $100 earned, investors will be taxed on $80.
  • All tax advantaged accounts (e.g., IRAs, Profit Sharing Plans, Defined Benefit Plans) pay no unrelated business taxable income (UBTI) on the Company’s debt financed income.
  • Investors receive a 1099-DIV tax form, which is similar in simplicity to a 1099-INT tax form (no complicated K1 tax forms).
  • Investors are only liable for state taxes based on the investor’s state of residence and distributions received (no multi-state tax filings required).
Why is Iron Bridge offering Senior Secured Class D Equity?

The Class D Equity is designed to provide investors the highest level of security and liquidity compared to the Company’s other investment programs. Iron Bridge’s capital structure is comprised of four tiers of equity (Class A, Class B, Class C and Class D), each offering investors different investment options relative to risk, return and liquidity.

Effective January 1, 2023, all of Iron Bridge’s outstanding 5% Senior Secured Senior Notes were converted to 5% Preferred, Participating Class D Equity. This conversion from debt to equity was required for the Company to convert from a partnership into a real estate investment trust (“Mortgage REIT”) in tax year 2022.

What is unique about the Senior Secured Class D Equity?

Class D Equity is redeemable with 30-day notice to Iron Bridge, providing investors with liquidity and flexibility. Monthly profit distributions can be reinvested, increasing the annualized investment return through compounding. Class D Equity investors can make deposits to their Class D Equity account at the start of any month. It’s a great way for investors to earn an attractive rate of return on capital that might otherwise be sitting in the bank.

What is my security position as a Senior Secured Class D Equity Investor?

The Class D Equity is senior in security interest on all of the Company’s assets, ahead of Class C, Class B and Class A Equity, and subordinate to (at risk before) the Company’s bank line of credit. In other words, the 5% preferred return payable to Class D Equity investors, and the return of investment capital to Class D Equity investors, has priority over all other equity investors. Similarly, the interest payable on the bank line of credit and the return of principal borrowed on the bank line of credit has priority over Class D Equity investors.

For the 12 months ended December 31, 2022, the Company generated revenues of $15.5 million, preferred returns due Class D Equity investors of $1.5 million, and interest expense due on the bank line of credit of $2.0 million. Revenues were 4.4 times the amount needed to cover this combined preferred return and interest expense. In these calculations, the preferred return payable to Class D Equity investors is combined with the interest payable on the bank line of credit because the bank line of credit has a senior security interest to Class D Equity investors. We believe that this level of preferred return coverage provides Class D Equity investors a significant layer of protection that should help safeguard investor capital during an adverse economic event.

As of December 31, 2022, the estimated “as-is” value of the real estate collateral securing the Company’s loan portfolio was estimated to be $150.9 million, which secured the combined $43.3 million of Class D Equity ($21.3 million) and bank line of credit ($22.0 million). The value of the real estate collateral was approximately 3.48 times the amount necessary to pay off our Class D Equity and bank line of credit combined. Similarly, the outstanding balance of Class D Equity and bank line of credit combined represented an “as-is” loan-to-value of 29% on the real estate collateral. In these calculations, the outstanding balance of Class D Equity is combined with the principal balance owed on the bank line of credit because the bank line of credit has a senior security interest ahead of Class D Equity. We believe that this level of real estate asset coverage and loan-to-value provides another important layer of real estate asset protection that should help safeguard investor capital during an adverse economic event. See the Company’s offering circular and most recent quarterly report for more details.

The Company replaced all Senior Notes with Class D Units on January 1, 2023. Because the 5% interest rate paid on Senior Notes during 2022 is equal to the 5% preferred return payable to Class D Units, the 2022 Senior Note interest coverage serves as a proforma preferred return coverage ratio for Class D Units had the Senior Notes been converted to Class D Units during 2022.

 

What are Bank Borrowings?

Iron Bridge has a $75 million line of credit with Umpqua Bank, which has a senior security interest in all of the Company’s assets. The Company targets a line of credit utilization rate of 50-70%, which allows the Company to meet unanticipated loan requests from borrowers or unanticipated withdrawal requests from investors. Similarly, if the Company’s portfolio loans pay off faster than anticipated or if new loan originations do not match the rate of loan payoffs, the line of credit can be paid down while keeping investor capital fully utilized. 

What is Class A, Class B and Class C Equity?

On February 1, 2021, the Company restructured its equity into Class D, Class C, Class B and Class A. Class D Equity receives a 5% preferred return and is senior in security interest to Class C, Class B, and Class A Equity. Class C Equity receives a 6% preferred return and is senior in security interest to Class B and Class A Equity but subordinate to (at risk before) Class D Equity. Class B Equity receives a 9% preferred return and is senior in security interest to Class A Equity but subordinate to (at risk before) Class D and Class C Equity. Class A Equity is subordinate to (at risk before) all other equity classes and receives 90% of any profits in excess of the preferred return owned to Class D, Class C and Class B Equity. 10% of any profit in excess of the preferred return owed to Class D, Class C and Class B Equity is distributed proportionally to Class D, Class C and Class B Equity as profit participation. See the Company’s offering circular and most recent quarterly report for more details.

What is the Class Limitation and how is it calculated?

The Company will not issue any additional Class D Equity or Class C Equity during any period when the Class B Equity and Class A Equity in aggregate equals less than 20% of the total assets of the Company. The Company is also limited from redeeming any Class A Equity or Class B Equity when the Unreturned Capital Contribuitions of the Class A Equity and Class B Equity on an aggregate basis equal less than 20% of the total assets of the Company. This limitation is designed to ensure that the Company maintains a minimum amount of subordinate (at risk before) equity capital to insulate Class D and Class C investors from capital loss. See the Company’s offering circular for more details.

How many loans has Iron Bridge made since inception and how did they perform?

As of December 31, 2022, the Company had originated 4,336 loans since inception (April 1, 2009) of which 4,061 had paid off and 45 had become REO properties through either the foreclosure or deed in lieu of foreclosure process, resulting in a net 275 active Portfolio Loans.

As of December 31, 2022, the Company’s loan loss reserve equaled 1.8% of the active loan portfolio. This compares to the Company’s total loan charge offs of 0.231% since inception (2009). See the Company’s offering circular and most recent quarterly report for more details.

How much capital does the Company currently have invested in Portfolio Loans?

As of December 31, 2022, the unpaid principal balance of the Company’s loan portfolio was $105.5 million. The loan portfolio consisted of 275 active loans provided to 152 borrowers. The average number of loans per borrower was 1.8 loans. The largest borrower represented 5.3% of the unpaid principal balance while the top 3 borrowers represented 12.5% of the unpaid principal balance. See the Company’s most recent quarterly report for additional details.

How long does the Manager intend to operate the Company?

The Manager and its principals intend to operate Iron Bridge for the foreseeable future.

What are Iron Bridge’s underwriting guidelines?

For each prospective borrower, the Company performs a criminal background check, orders a credit report, measures liquidity, interviews the borrower to assess experience level and evaluates the quality of previous work. The Company also requires each Portfolio Borrower to provide a construction cost budget, detailing the cost and scope of planned capital improvements, and a profit analysis, detailing the borrower’s estimated resale price, total project cost and estimated profit.

As an asset-based lender, the Company’s underwriting guidelines are heavily weighted toward real estate valuation, liquidity and loan-to-value (LTV) coverage. Specifically, the Company operates under the following underwriting guidelines:

  • the Company does not lend more than 70% of the estimated “after-repair value” of the collateral (70% LTV);
  • the Company does not lend unless secured by a first lien deed of trust or mortgage;
  • the Company does not lend unless the borrower has a clearly defined exit strategy; and
  • the Company does not lend without assessing the borrower’s ability to pay.

The Company has the sole discretion whether to originate a mortgage loan at a given LTV. Some of the factors considered by the Company when determining the maximum LTV to be extended on a mortgage loan are:

  • age, type, condition, and location of the collateral;
  • borrower creditworthiness and credit history;
  • loan amount and credit terms requested;
  • additional cross-collateralized properties;
  • proposed changes to or reconstruction of the collateral;
  • tenant history and occupancy rate (if applicable); and
  • amount of the interest reserve or construction loan (if any).
How will the Company react to future changes in the housing market?

Our private lending business has performed well in both increasing and decreasing real estate pricing environments since inception (2009) and is not dependent on a high volume of distressed real estate sales, a restrictive lending environment or appreciating real estate values. It is important to understand that our borrowers create value in their real estate projects by making opportunistic purchases and strategic capital improvements, and Iron Bridge shares in the borrower’s value creation by making a loan secured by the real estate collateral and receiving interest payments. As the real estate environment changes, our short term loans allow borrowers to adapt quickly, and Iron Bridge to shift its loan portfolio to different geographic markets and adjust its loan programs and related underwriting guidelines accordingly.

Where does the Company source most of its loans?

The company has developed and continues to develop a network of real estate investors who have a need for private real estate financing to execute their investment strategies. These investors are professional home builders, developers, rehabbers, remodelers, or other real estate-oriented professionals who utilize different techniques to acquire, improve and resell real property. 

If Portfolio Loans become non-performing, what happens?

Iron Bridge underwrites each loan with the expectation that if it must foreclose on the property, there will be sufficient equity in the real estate collateral to insulate Iron Bridge from a capital loss. The Company relies on outside counsel to manage the foreclosure process. In some cases, it is possible that the Company will earn a greater return on non-performing loans due to the late fees and default interest rates that apply. If the final disposition value of a foreclosed property is less than the principal plus accrued interest due, then the amount of the shortfall is booked against the Company’s allowance for loan losses. See the Company’s most recent quarterly report for additional details regarding non-performing assets and allowance for loan losses.

What assurances do I have that I will not lose my money?

There can be no assurance that an investor will not lose some or all of their investment in the Company. However, the Company has established the following guidelines to minimize risk and maximize the preservation of capital: (a) All of the Company’s Portfolio Loans are secured by first lien deeds of trust or mortgages on real property; (b) The Company does not lend more than 70% of the estimated after-repair value of the real estate collateral; (c) The Company seeks to maintain strong cash flow generation and conservative interest and preferred return coverage ratios, which are reported to investors quarterly, and; (d) the Class D Equity investors’ investments are further secured by all of the subordinate to (at risk before) Class C, Class B and Class A capital (approximately $49 million at December 31, 2021).

Has Iron Bridge ever been in default with any of its creditors?

No. Since Company inception (2009) all interest and principal payments to creditors of the Company have been made in full, when due.

Have investors ever lost money in Iron Bridge or another investment sponsored by the Manager or its Principals?

No. Since the Company’s inception (2009) no investor has ever lost money in Iron Bridge Mortgage Fund, and all monthly profit distributions or interest payments have been paid to investors in full, when due. In addition, no investor has ever lost money or not received payment in full, when due in any other investment program sponsored by the Manager or its Principals. 

How is Iron Bridge confident it will have the cash flow necessary to return my investment capital when I need it?

The Company makes short-term loans with maturities of 12 months or less. These Portfolio Loan payoffs provide a primary source of cash flow to the Company, which can be used to pay back Class D Equity investors or make new loans. For the twelve months through December 31, 2022, Portfolio Loan payoffs totaled $207 million or an average of over $17 million per month. In addition, Iron Bridge targets a line of credit utilization rate of 50-70% on its $75 million bank line of credit, which would provide approximately $18 million to $35 million in line of credit borrowing capacity to meet investor withdrawal requests. See the Company’s offering circular and most recent quarterly report for more details.

What happens if all Iron Bridge investors want their money back at the same time?

If the Company has unfulfilled Redemptions Requests at any time from Members collectively seeking redemption for more than thirty percent (30%) of outstanding Units, then the Company may elect to (A) suspend processing Redemption Requests in the order received; (B) extend the redemption date for all Members until such time as the Company has sufficient liquidity to complete such redemptions without causing a material adverse impact on the Company, with no requirement of the Company or the Manager to market or sell any Investments or other assets at fire sale or discount prices to complete any outstanding Redemption Requests, (C) make payments, or prepayments as applicable, to Members who have submitted a Redemption Request, provided, however, that any such payments or prepayments shall be made in the following order of priority: bank line of credit, Class D Equity, Class C Equity, Class B Equity, then Class A Equity; and (D) give notice to all Members that the Company is electing to take the actions set forth in subsections (A), (B) and (C) above. See the Company’s offering circular for more details.

What secures the Class D Equity and is there a collateral agent?

The Class D Equity will be secured by all the assets of the Company, including but not limited to bank accounts, Portfolio Loans, and personal property of the Company, whether tangible or intangible, either now owned or hereafter acquired (the “Collateral”) pursuant to the Operating Agreement. The Company has limited fixed, tangible assets and its primary assets are Portfolio Loans.

The collateral agent will be the law firm, Carr Butterfield, LLC. The Collateral Agent is available to organize Class D Equity investors, if needed.

How is the Manager compensated and do I pay a fee to the Manager?

The Manager earns compensation from a loan servicing fee equal to 3% of the unpaid principal balance of the loan portfolio. Compensation to the Manager is paid from profits earned by the Company. Class D Equity investors do not pay any fees to the Manager. See the Company’s offering circular and most recent quarterly report for more details.

What ongoing financial reports will Iron Bridge provide Class D Equity investors?

The Company will provide Class D Equity investors with (i) annual audited financial statements concerning the Company’s business affairs, including a copy of the Company’s income statement, balance sheet and statement of cash flows prepared by an Independent Certified Public Accountant; (ii) monthly statements related to their investment accounts, and (iii) quarterly financial reports, including management discussion and analysis, portfolio metrics and unaudited financial statements. 

In connection with this offering, the Company will also be required to file with the Securities and Exchange Commission (“SEC”) annual, semiannual, and current event reports for so long as offers and sales of Class D Equity are ongoing. These SEC reports will be available to investors when filed with the SEC.

The Company’s books and records are maintained on the accrual basis for accounting purposes and for reporting income and losses for federal income tax purposes. 

What accounting firm performs the annual financial audit of Iron Bridge and for how many years?

Armanino, the largest California-based CPA & consulting firm, completed the Company’s annual financial audits each year since 2011. Armanino brings a deep industry expertise surrounding real estate and more specifically mortgage pools, providing Iron Bridge with proactive counsel throughout the year. Copies of all financial audits are available upon request.

What IRS tax forms will Iron Bridge provide Class D Equity investors?

As a Mortgage REIT, Iron Bridge issues Class D Equity investors IRS Form 1099-DIV. This form is similar in simplicity to IRS Form 1099-INT. See “What are the tax advantages of investing in a Mortgage REIT?” above for additional details regarding REIT taxation, and the Company’s offering circular for additional details regarding tax matters.

Can I reinvest my monthly profit distributions and what investment returns can I expect?

Class D Equity investors may elect to have their monthly profit distributions (A) sent to them in cash via electronic ACH transfer, or (B) reinvested into additional Class D Units. Class D Equity investors who choose monthly reinvestment will benefit from compounding monthly returns and an increased annualized yield. If we assume that the 5% preferred return plus profit participation generates a 5.5% annualized return each month, then those Class D Equity investors that choose monthly reinvestment of their profit distributions will earn an annualized yield of approximately 5.64%. Changes in Class D investor capital accounts will be kept in the records of the Company and reported to investor’s on their monthly investment history statement, which is emailed to investor on or before the last day of the subsequent month.

Can I change my Roll-Over investment election?

Yes. Class D Equity investors may change their distribution elections with 30-day written notice to the Company.

Can I use my IRA or other tax advantaged account to invest in Class D Equity?

Yes. Tax advantaged accounts are allowed. However, due to regulatory restrictions the Company may be limited in the amount of investment capital it can accept from tax advantaged accounts. Investors should inquire whether the Company is currently accepting additional tax advantaged investors.

Are there any restrictions on who can invest or how much an investor can invest in Class D Equity?

There is no restriction on the amount an accredited investor can invest in Class D Equity. However, Class D Equity investors may be limited to $1 million per month in redemptions. Investors that are not “accredited investors,” as defined for purposes of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) will not be permitted to purchase more than 10% of the greater of the investor’s annual income or net worth (for natural persons) or revenue or net assets (for entities).

An accredited investor is generally defined as an individual who has a net worth of at least $1,000,000, excluding the value of the investor’s primary residence, or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with the investor’s spouse of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

Does Iron Bridge have to verify my status as an accredited investor prior to investing in Class D Equity?

No. Iron Bridge will ask prospective investors to make representations with respect to their status as an “accredited investor,” and with respect to their annual income or revenue, and net worth or net assets. Iron Bridge will not ask prospective investors for personal financial information and will not direct a third party to collect or evaluate the investors’ personal financial information.

What is the minimum investment?

The minimum investment to open a Class D Equity account is $50,000. 

How do I open a Senior Secured Class D Equity account?

Prospective investors should start by entering their information in the “Ready to Invest” fields at the bottom of our investor webpage or the Contact Us webpage. Prospective investors will then receive an introductory email with links to download reading material and another link to schedule a call with one of our team members. 

After all of your questions have been answered, if you are interested in moving forward, you will need to indicate how you intend to hold your investment: (a) in your name individually or together with a spouse; (b) through an entity (e.g, trust, limited liability company, corporation), or; (c) through an IRA or other tax advantaged account. With this information, our team will email you the correct subscription package in PDF format, and the same subscription package using SignNow for electronic completion and signature.

How do I make a deposit to or withdrawal from my Class D Equity account?

Investors should email [email protected] to request a deposit form or withdrawal form. Our team will email you a simple two page withdrawal or deposit form to be completed and signed electronically using SignNow. Once completed, Iron Bridge will initiate the deposit or withdrawal transaction using electronic ACH transfer to the investor’s bank account.

For security purposes, Iron Bridge prefers to initiate all electronic ACH deposits to and withdrawals from the investor’s bank account. If prospective investors wish to wire transfer funds to Iron Bridge, we strongly suggest that you call Iron Bridge on a known phone number to verify the Iron Bridge wire instructions.

Deposits can be made at the beginning of any month. Withdrawals can be made on any day of the month. However, investors who withdraw during the month will not receive an investment return for that month. Therefore, we suggest that investors make withdrawals during the beginning of any given month to maximize investment returns. Withdrawals can be made with 30 day notice to the Company. Withdrawal requests made within less than 30 days will be executed by the Company on a best-efforts basis.

Is my investment transferable to others?

No. Class D Equity is subject to restrictions on transferability and resale based on federal and state securities laws.

Our Senior Secured Class D Equity is being offered only by means of the Offering Circular which is available at www.ironbridgelending.com. The Offering Circular is part of an Offering Statement that was filed with, and qualified by, the Securities and Exchange Commission under Tier II of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). No offer to sell or solicitation of an offer to buy the Senior Secured Class D Equity is being made in any jurisdiction in which such offer, sale or solicitation would not be permitted by law.

The minimum investment in our Senior Secured Class D Equity is $50,000. Persons who are not “accredited investors” as defined for purposes of Regulation D under the Securities Act will not be permitted to purchase Senior Secured Class D Equity in an amount in excess of 10 percent of the greater of the investor’s annual income or net worth (for natural persons) or revenues or net assets (for entities).

This presentation includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are generally identifiable by the use of words such as “may,” “should,” “expects,” “plans,” “believes,” “estimates,” “predicts,” and similar words or expressions. Such statements include information concerning our plans, expectations, possible or assumed future financial results, trends and business plans, and involve risks and uncertainties that are difficult to predict and subject to change based on various important factors, many of which are beyond our control. Such factors include, but are not limited to, those discussed in the “Risk Factors” section of the Offering Circular. These and other important factors could cause actual results to differ materially from those described in any forward-looking statement. You should not place undue reliance on our forward-looking statements and information. The forward-looking statements included in this presentation are made as of the date hereof and we assume no obligation and do not intend to update such forward-looking statements or the reasons actual results could differ from those described in such forward-looking statements. All forward-looking statements contained in this presentation are expressly qualified by these cautionary statements. Statements other than statements of historical fact are forward-looking statements.

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