Terra Firma Equity Fund, LLC
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Terra Firma Equity Fund, LLC
506(c) Offering Platform
INTRODUCTION TO OUR COMPANY
Terra Firma Equity Fund I, LLC (“TFEF”, or the “Company” or the “Fund”) was formed for the purpose of acquiring and managing small businesses. The Company will seek to acquire and manage high quality small businesses and their assets with the intention of providing participating investors with a focused investment opportunity that combines income, principal investment growth, and elements of capital preservation. The Fund is managed by Lupos Management LLC (“Lupos” or the “Fund Manager”), a Texas company formed in 2021 that specializes in small business acquisition and management.
The Fund’s primary focus is creating and maintaining investor wealth through local alternative investment strategies. The management team’s collective abilities provide an advantage over investing individually by allowing the Fund to quickly and efficiently address any acquisition and management issues. The Fund’s ability to invest with aggregated capital also provides greatly enhanced negotiation leverage as the Fund can close acquisitions quickly and without the typical financing delays encountered with other purchasers that require institutional financing to close on a small business. Since the Fund’s primary managers are directly involved in the placement of investment funds into select small businesses and their assets, the Fund can manage its investments more actively than large institutional investors. By investing in a Fund with experienced and specialized management, investors are freed from the complexities and time required for individual business ownership.
Over the years, our individual Fund managers have seen extreme economic changes; because of this, the Fund management team is always researching market trends to develop strategies allowing us to mitigate this volatility and reduce negative effects on our investors. This experience has also better positioned the Fund to take advantage of market opportunities presented in times of uncertainty. This proactive approach sets Terra Firma Equity Fund I, LLC apart from the competition.
The Fund’s management team has identified compelling market opportunities for the acquisition of small businesses in certain markets expanding due to ever changing national population shifts. This prospectus will outline the Fund’s proprietary strategies for executing on these opportunities and the pertinent details regarding investment in the Fund’s securities.
Terra Firma Equity Fund, LLC
506(c) Offering Platform
summary of operations
Acquisition Sourcing
The Fund Manager employs a value-add methodology in evaluating target business acquisitions that focuses on specific assets that it believes are distressed or are otherwise attractive investment opportunities. The Senior Principals of the Fund Manager have an extensive network of relationships with local and national business brokers, lenders that cater to the business community, and other professionals that provides the Fund with superior access to investment opportunities.
The Fund believes that these relationships will allow the Fund to:
- (i) view many assets before they are marketed to the wider investment community,
- (ii) consummate transactions with distressed small business owners,
- (iii) achieve favorable pricing by avoiding “auction” processes, and
- (iv) gain a competitive edge in marketed assets due to a strong track record of closing transactions.
Acquisition Criteria
- Business Type: Recession Proof, Wholesale, Growth Industries Based on National Trends
- Average Business Revenue: $1,000,000 -$3,000,000
- Estimated Average Length in Business: 10-30 years old
- Consistent Revenue with Potential of Increase of 50%+
- Business Owners Looking to Retire
- Low Employee Count
- Average Employee Tenure Five-Ten Years
Asset Re-Positioning and Marketing
The Fund will proceed with re-positioning the small business by establishing marketing the business to increase revenue while evaluating maintenance of expenses. The Fund expects that many of the businesses acquired will be attractive with increased revenue. In part, much of the re-positioning process occurs with the outreach of marketing and the focus of the uniqueness of the business in the local of its customers.
The Fund will tap into its network of business owners to assist in the refocus and establishment of growth.
Disposition of Assets
Short Term Investments (under 36 months): The Fund Manager anticipates that thirty percent (30%) of capital from the Offering will be allocated towards opportunities that involve acquisition, re-position of the portfolio company, and disposition in under 36 months. Many of these opportunities will be sourced from distressed sellers or “special circumstance” type acquisitions wherein a significant amount of equity and value is present from the time of acquisition and additional equity and profit is realized through the re-position, rebranding, and rehabilitation process.
Long Term Investments (three to five years): The Fund Manager intends to allocate approximately seventy percent (70%) of invested capital towards acquisitions that will require a longer duration of time to mature prior to disposition. The Fund Manager expects that these assets will still be sourced at attractive acquisition rates, however the small businesses may not require as much rehabilitation or may be located in areas that demand a higher acquisition premium and thus the Fund Manager expects less initial equity immediately post-acquisition. The Fund Manager still intends to deploy elements of rehabilitation and re-positioning to maximize value and allow for maximum return. Small businesses in this category will typically be held in the Fund’s portfolio for three to five years prior to disposition.
Terra Firma Equity Fund, LLC
506(c) Offering Platform
Company Management Team
The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.
Robert Wolf
Robert Wolf has been assisting individuals and small business since 2001 when he first entered the financial services industry with Edward Jones. Since then he has been running his own insurance agency TF Insurance & Financial Solutions which was established in 2008.
Since then he has been offering holistic consulting services through his consulting firm Terra Firma Business & Financial Consultants, LLC established in 2013. In 2016 Robert established his own Register Investment Advisory (RIA) firm called TF Wealth Management, LLC.
Since then he has helped numerous clients grow their businesses and other assets. In the process has increased his own business holdings with having 12 businesses to date.
Today, Robert is what he has designated as an Asset Coach and Tax Strategist. As an Asset Coach and Tax Strategist he is able to help his clients understand how each of their assets can work with each other rather than against each other. By doing this their assets work more efficiently therefore can grow quicker based on IRS guidelines.
Many of these assets are tax favored in one or more of the three stages of an asset which allows for these same assets to grow quicker due to what he calls compound tax saving.
As a published author, he explains that we need to prepare ourselves from what he calls Economic Termites which is the title of his book. Taxes, Inflation, Time, Laws & Regulations, and Debt (debt is not discussed in the book). He believes developing the right cash flow is what can help us prepare ourselves against these Economic Termites.
He brings a wealth of experience in holistic and comprehensive planning for individuals and small businesses as well as a strong sense of customer care, confidence, and integrity to every relationship.
By focusing on helping his clients to develop strategies to preserve, protect, and grow what they have worked so hard to achieve. He understands that each client is unique therefore deserves a strategy to match their uniqueness and individuality.
In order to accomplish this the need to be focused on limiting and managing risk which surrounds us everywhere. He believes by understanding the rules to your assets allows you to understand the risks associated with planning for the future; the road ahead becomes less scary.
Robert is a dedicated husband of over 20 years and father of three teenagers.
Bhanu Sud
Bhanu is a Board-Certified practicing Infectious Disease and Internal Medicine physician in Southern California. He has had a passion to understand and care for patients since 2007. Bhanu has been a business owner himself since entering private practice. He understands the mindset of running a business as well as the need for diversification.
Over the years Bhanu and his family have invested in real estate as well as other small businesses to help diversify his future cash flows but also to feed a desire to build something other than a medical practice. He and his wife have been married for 19 years and together they have two children.
Terra Firma Equity Fund, LLC
506(c) Offering Platform
terms of the offering
$20,000,000
Minimum Offering: $5,000,000
Minimum Investment: $10,000 (10 Units)
The Company is offering a minimum of 5,000 and a maximum of 20,000 Class A Membership Units at a price of $1,000 per Unit. Upon completion of the Offering between 5,000 and 20,000 Class A Membership Units will be issued.
Distributions of Net Operating Cash Flow. At the sole discretion of the Manager, distributions of Net Operating Cash Flow, if any, shall be distributed quarterly, within forty-five (45) days after the end of each calendar quarter. Any distributions of Net Operating Cash Flow shall be distributed as follows: (i) first, to the Class A Members, as a group, pro rata until each Class A Member has received such Member’s respective Class A Preferred Return; (ii) then, seventy five percent (75%) to the Class A Interests issued and outstanding, pro rata, and the balance to the Class B Members, pro rata.
Distributions of Net Capital Event Proceeds. At the sole discretion of the Manager, distributions of all or any portion of Net Capital Event Proceeds shall be made within forty-five (45) days after the end of a Fiscal Year. All distributions of Net Capital Event Proceeds shall be distributed as follows: (i) first, to the Class A Members, pro rata based upon each such Member’s respective unpaid Class A Preferred Return, until such Class A Members have been paid their respective Class A Preferred Return; (ii) then to the Members to the extent and in proportion with their Invested Capital Contributions until the aggregate amount distributed to such Members in accordance with Section 10.2 of the Operating Agreement is sufficient to provide for a return of such Members’ Capital Contributions by the Company; and (iii) then, to the Class A Members and Class B Members in such proportion as results in total aggregate profits, including profits from operations, are distributed seventy five percent (75%) to the Class A Members and twenty five percent (25%) to the Class B Member(s).
CONTACT US
Please complete the contact form and we will get back to you about any questions you have about our offering.
Lupos Management, LLC - 5900 S. Lake Forest Dr., Suite 220 - McKinney, TX 75070 — admin@luposmanagementllc.com — (714) 450-5265
Terra Firma Equity Fund, LLC
506(c) Offering Platform
so much more than what you see
The Terra Firma Equity Fund, LLC 506(c) Investor Portal provides the opportunity to learn about our investment opportunity. Once registered, you will have:
- Access to the Private Placement Memorandum, which outlines our company and gives greater detail about our offering;
- Access to our SEC filing;
- View real time offering metrics of how far along we are in the offering process;
- View a timeline of your progress in the subscription process;
- View company contact information; directly contact the administrator;
- Easily upgrade your account with the click of a button.
Once your account is upgraded you will have additional access including:
- Complete the subscription documents;
- Upload subscription and accreditation documents as applicable;
- Specific information for investing and instructions on transfer of investment funds;
- Company documents including Reports, Financials, and Supporting Documents;
- Asset Portfolio as applicable;
- News articles written by the company;
- Documents associated with your account.