The documents and information contained in this Dataroom, including information delivered separately by email or hardcopy (collectively, the “Information”) are subject to the “Conditions of Access” terms at the entrance to this Dataroom, as well as the following disclaimers, notes, and qualifications, and accordingly each document contained in this Dataroom must be read subject thereto.
No Offer; Information Subject to Definitive Documents. The distribution to you of the Information is made for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy limited partnership interests in any fund sponsored by WHI Real Estate Partners L.P. or its advisory affiliates (collectively, “WHIREP,” and any such fund, a “Fund”). Any such offer or solicitation will be made only pursuant to the relevant Fund's confidential Private Placement Memorandum (as modified or supplemented from time to time, the “Memorandum”), the relevant Fund's limited partnership agreement (as amended, restated or supplemented from time to time, the “LPA”) and the relevant Fund's subscription documents (the “Subscription Documents,” and together with the Memorandum and the LPA, the “Definitive Documents”), and will be subject to the terms and conditions contained in the Definitive Documents, including, without limitation, the legends contained in the Memorandum. The Information is qualified in its entirety by reference to the Definitive Documents. The Information is not intended to be relied upon as the basis for an investment decision, and is not, and should not be assumed to be, complete. The contents of the Information are not to be construed as legal, business or tax advice, and each prospective investor in the Fund should consult its own attorney, business advisor and tax advisor as to legal, business and tax advice.
Confidentiality; Agreement Not to Distribute. The Information is furnished on a confidential basis for the sole and exclusive purpose of allowing a recipient to evaluate a potential investment in a Fund. As a condition to being given access to the Information, each recipient of the Information agrees not to transmit, reproduce or make available to anyone any of the Information or to use it for any purpose other than as described above. Each person who has accessed, or received a copy of, the Information (or any part thereof) is deemed to have agreed (i) not to reproduce or distribute the Information, in whole or in part, except to any employee, agent or representative directly concerned with the recipient's potential investment in a Fund who agrees to be bound by this paragraph, (ii) to return the Information to WHIREP promptly upon request and (iii) to be responsible for any disclosure of the Information, by such person or any of its employees, agents or representatives. In addition, each person or entity who has accessed, or received a copy of, the Information (or any part thereof) is deemed to have (A) made a representation to WHIREP that the recipient is not subject to FOIA or any similar public information law/regulation (except to the extent such recipient has notified WHIREP) and (B) agreed with WHIREP that it shall fully cooperate with WHIREP in the event that any of the Information does become subject to FOIA (or similar legislation) to preserve the confidentiality of the Information to the maximum extent permitted under applicable law.
Past Performance is No Guarantee. Information about any prior fund or investment managed by WHIREP, its affiliates or its personnel, including past performance of such funds or investments, is provided solely to illustrate WHIREP's investment experience, and processes and strategies used by WHIREP in the past with respect to such funds and investments. The performance information relating to such previous funds or investments is not intended to be indicative of any Fund's future results. Past performance is not necessarily indicative or a guarantee of future results. There can be no assurance that any Fund will achieve comparable results as those presented or that investors in a Fund will not lose any of their invested capital. Returns and other performance metrics presented in the Dataroom may include valuations of unrealized investments, which assume that such investments were realized as of the measurement date. The fair value of unrealized investments is determined by WHIREP based on certain assumptions that it believes are fair and reasonable under the circumstances. The actual returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of dispositions, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which any valuations contained herein are based. Accordingly, the actual realized returns on any unrealized investments may differ materially from any returns shown herein.
No Reliance. WHIREP makes no representations or warranties, express or implied, as to the accuracy or completeness of the Information. WHIREP will not be liable with respect to use or reliance upon any of the Information in the evaluation of a potential investment in a Fund. The Information speaks as of the date it was posted, or where applicable as of the date on the relevant individual document, and none of WHIREP, the Funds or their respective affiliates, members, partners, stockholders, managers, directors, officers, employees or agents have any obligation to update any of the Information.
Certain Estimates. Any projections or other estimates regarding the number, size or type of investments that the Fund may make (or similar estimates) are estimates based only on WHIREP's intent as of the date of such statements and are subject to change due to market conditions and/or other factors.
Forward-Looking Information. Any projections or other estimates included in the Information, including estimates of returns or performance, are “forward‑looking statements” and are based upon certain assumptions that may change. Other events which were not taken into account may occur and may significantly affect the actual returns or performance of a Fund and/or any of the companies in which a Fund may invest. Any assumptions should not be construed to be indicative of the actual events which will occur. Actual events are difficult to project and depend upon factors that are beyond the control of a Fund, WHIREP and their respective affiliates, members, partners, stockholders, managers, directors, officers, employees or agents. Certain assumptions have been made to simplify the presentation and, accordingly, actual results may differ, perhaps materially, from those presented herein.
Any projections or other estimates regarding the number, size or type of investments that a Fund may make, criteria of investment selection, potential fund terms, intended investment processes, intended value drivers or similar information are statements based only on WHIREP's intent as of the date of such statements and are subject to change due to market conditions and/or other factors.
A broad range of risk factors could cause a Fund to fail to meet its investment objectives, and there can be no assurance that a Fund will achieve these objectives. Additionally, such forward-looking information in many cases may not reflect the value obtainable in a sale of such investments under current market conditions. If a Fund were to liquidate such investments under current market conditions, the values obtained may, with respect to certain investments, be materially lower than those indicated in the forward-looking information, as such forward-looking information generally assumes the successful implementation of WHIREP's business plans at the time of disposition, which may, among other factors, include an improvement in current market conditions.
Projections. Past or projected performance is not necessarily indicative of future results, and there can be no assurance that the Funds or the investments will achieve comparable results to those presented herein, that the Funds will be able to implement their investment strategies or achieve their investment objectives or that the returns generated by any investments will equal or exceed any past or projected returns presented herein. Any estimated future returns set forth herein (the “Projections”) are hypothetical, have been prepared and are set out for illustrative purposes only, and do not constitute a forecast. They have been prepared based on WHIREP's current view in relation to future events and various estimations and assumptions made by WHIREP or the applicable investments, including estimations and assumptions about events that have not yet occurred. Such estimations and assumptions may require modification as additional information becomes available and as economic and market developments warrant. Any such modification could be either favorable or adverse. While the Projections are based on assumptions that WHIREP believes are reasonable under the circumstances, they are subject to uncertainties, changes (including changes in economic, operational, political, legal, tax and other circumstances) and other risks, including, but not limited to, broad trends in business and finance, tax and other legislation affecting the Funds, their investors, investments, monetary and fiscal policies, interest rates, inflation, market conditions, the level and volatility of trading markets, the availability and cost of short-term or long-term funding and capital, all of which are beyond WHIREP's control and any of which may cause the relevant actual, financial and other results to be materially different from the results expressed or implied by such Projections. Industry experts may disagree with the estimations and assumptions used in preparing the Projections.
No assurance, representation or warranty is made by any person that any of the Projections will be achieved, and no recipient of this Information should rely on the Projections. None of the Funds, WHIREP, their affiliates or any of the respective directors, officers, employees, partners, shareholders, advisers or agents of any of the foregoing makes any assurance, representation or warranty as to the accuracy of the Projections. Nothing contained herein may be relied upon as a guarantee, promise or forecast or a representation as to the future.
Portfolio Company Sales and EBITDA. Historical portfolio company sales and EBITDA figures presented in the Information may be reflected on a pro forma basis for material add-on acquisitions and divestitures, and other significant transactions, if applicable. Additionally, amounts contained in the Information are generally unaudited and may be flash or preliminary amounts reported by portfolio company management. Portfolio company EBITDA reported to WHIREP may be adjusted for purposes of determining the estimated fair value of such portfolio company in accordance with WHIREP's valuation policy. Sales and EBITDA figures discussed in these materials with respect to companies pre-acquisition are believed to be from reliable sources, but WHIREP does not attest to their accuracy.
Non-Public Information. The Information may contain material information about certain companies with publicly traded equity or debt securities, some of which information has not been made available to the investing public. In general, it is a violation of federal securities laws to buy or sell securities of such a company if one has knowledge of material information about the company that has not been publicly disclosed. Furthermore, it is also illegal to recommend trading to others or to pass information along to others who may trade. Violations may result in civil and criminal penalties, including fines and jail sentences. Accordingly, by accessing, or receiving a copy of, any of the Information, recipients acknowledge the foregoing and agree not to trade, or recommend that others trade, in the securities of any company described herein on the basis of the Information and further agree not to pass along any of the Information to others.
Date and Accuracy of Information. The Information contained herein speaks as of the date it was posted or as of the relevant individual document, as applicable. WHIREP, the Funds and their respective affiliates, members, partners, stockholders, managers, directors, officers, employees and agents do not have any obligation to update any of the Information.
All Information with respect to portfolio companies and industry data has been obtained from sources believed to be reliable and current, but accuracy cannot be guaranteed. Certain economic and market information contained herein has been obtained from published sources and/or prepared by other parties and in certain cases has not been updated through the date hereof. Neither WHIREP nor the Funds make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein should be relied upon as a promise or representation as to past or future performance of any Fund or any other entity or person.
Financial Statements and other Financial Information. This Dataroom may include financial statements and other materials with financial and performance information, including audited and/or unaudited financial statements as well as other materials (including articles and other reports) prepared by WHIREP or by third parties (the “Financial Information”). The Financial Information is being provided as a courtesy, as a sample of the financial information provided to current investors, and not for any other purpose. To the extent that such Financial Information contains references to the historical performance of the Funds or any investment thereof, investors must consider the Information therein only in the broader context of the Information prepared by WHIREP, and particularly subject to the gross and net performance data contained in this Dataroom.
Third-Party Materials. Certain materials included in this site may have been prepared by third parties (such materials, “Third-Party Materials”), and while such Third-Party Materials have been obtained from sources current as of the date stated in such Third-Party Material, their accuracy cannot be guaranteed and in certain cases, the Information therein has not been updated through the date hereof. Neither WHIREP nor the Funds make any representation or warranty, express or implied, as to the accuracy or completeness of the Information contained in the Third-Party Materials, and nothing contained therein should be relied upon as a promise or representation as to past or future performance of the Funds or any other entity.
Comparisons to Indices. Any references to a securities index or securities indices are made for comparison purposes only and an investment in a private investment fund (e.g., the Funds) is unlike an investment in an index of securities. Such indices are shown for informational purposes only. The investment characteristics of such indices differ materially from any Fund, and an investment in a Fund is not comparable to an investment in such an index or in the securities that comprise the index. The risk/return profile in such indices are also typically materially different from that of any Fund. Further, unless otherwise specified, such indices are not used or selected by a Fund as an appropriate benchmark to compare relative to the performance of any Fund, but rather they are included herein solely because they are well known and widely recognized indices.
EACH RECIPIENT ACKNOWLEDGES AND AGREES THAT IT IS RECEIVING THIS INFORMATION ONLY FOR THE PURPOSES STATED ABOVE AND SUBJECT TO ALL APPLICABLE CONFIDENTIALITY OBLIGATIONS AS WELL AS THE UNITED STATES SECURITIES LAWS PROHIBITING ANY PERSON WHO HAS RECEIVED MATERIAL, NON-PUBLIC INFORMATION FROM PURCHASING OR SELLING SECURITIES OF THE APPLICABLE ISSUER OR FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH SECURITIES.