Del. Ch. · C.A. 2025-0757
Vintage IB v. Vintage DST
Del. Ch. C.A. 2025-0757. KHCA-controlled initial beneficiary. Filed 1 Jul 2025. Alleges unredeemed IB interests after syndication.
- Court
- Delaware Court of Chancery
- Filed
- 1 Jul 2025. Defendants Vintage, DST; Vintage ST, LLC; Vintage LeaseCo, LLC
- IB
- Vintage IB, LLC. KHCA says it became manager 30 Jun 2025 and still holds no less than 14% after about $87.7 million of the about $88 million offering was sold. Allegation.
- Exhibits A–D
- PPM 11 Jan 2022 ($75.4 million form); Trust Agreement 12 Apr 2022; master lease 12 Apr 2022; LeaseCo side letter 12 Apr 2022 (KHCA third-party beneficiary)
Vintage IB, LLC sued Vintage, DST, Vintage ST, and Vintage LeaseCo on 1 Jul 2025. KHCA says it became manager of the IB the day before (30 Jun) and still holds no less than 14% of the beneficial interests after about $87.7 million of the about $88 million offering was sold. Allegation.
The 11 Jan 2022 PPM in Exhibit A is the pre-close $75.4 million form. Form D and the VIP Bonds circular later list $87,963,540. A supplement matching that size is not in this record.
Exhibit B is the 12 Apr 2022 Trust Agreement: IB 100% at close; Walker & Dunlop first mortgage $52,346,000. Exhibit C is the master lease the same day. Exhibit D is the LeaseCo side letter: excess revenue and disposition / financing / construction fees to Vintage IB until Full Redemption; KHCA is a named third-party beneficiary.
The PPM also says a default on the revolving bridge facility, including a loan unrelated to Vintage, may require Vintage syndication proceeds to pay that facility.
Same leftover-IB pattern as Hayworth IB. Investor remove-trustee case is BCS1.
Timeline
- 10 Dec 2021Certificate of Trust for Vintage, DST filed with the Delaware Secretary of State. Recited in the 12 Apr 2022 Trust Agreement.
- 11 Jan 2022Vintage PPM. Maximum offering $75.4 million; ~$62 million Walker & Dunlop / Freddie Mac; Emerson exclusive managing BD. Sponsor named as Versity Investments. Bridge equity ~$50.35 million via a revolving facility; default on an unrelated loan may divert Vintage proceeds. PPM estimates; Form D later lists $88.0 million.
- 30 Jun–1 Jul 2025KHCA says it became manager of Vintage IB, LLC (30 Jun letter) and of Hayworth Tanglewood IB the same day. Vintage IB, LLC v. Vintage, DST, Del. Ch. C.A. 2025-0757 filed 1 Jul. Same evening, Hayworth Tanglewood IB v. Hayworth Tanglewood DST, C.A. 2025-0748 (Transaction ID 76552285): verified complaint (HTML preview) plus exhibits A–D. Hayworth complaint alleges ~$37.7 million sold of ~$77.9 million, ~$20.1 million to the bridge lender, IB still ≥60%, and diversions including ≥$5 million to Apex and ≥$2 million to Sunstone. Allegations.