Vintage Horizon West

Trust formed 10 Dec 2021. The PPM is dated 11 Jan 2022. Sponsor named: Versity Investments (Nelson “sole owner”). Wettengel CEO, Muro COO. Nelson is the expected Walker & Dunlop / Freddie Mac carve-out guarantor and an Emerson Series 7 / 63 on the ticket. Emerson is the exclusive managing BD. Load 9.34%. Acquisition fee $4,784,000 to the sponsor. Book & Ladder is the named property manager.

Bought 12 Apr 2022 for $119.6 million from Vintage Horizon Owner, LLC (same day as first sale, the Crew operating agreement, and the KHCA loan amendment). Form D related persons are Wettengel and Muro only. Nelson is off that card and on the selling group.

The Trust Agreement is dated 12 Apr 2022. Certificate of Trust 10 Dec 2021. Parties: Vintage IB as initial beneficiary (100% of interests at close), Sorensen Entity Services as Delaware Trustee, Vintage ST as Signatory Trustee, Chris Sorensen as Independent Trustee. Tanya Muro signed for Vintage IB as manager of Versity Invest. Syndication proceeds were to replace the IB’s interest and pay fees as the PPM provided. Investors have no vote on a sale; the Signatory Trustee notifies them and is not bound. The Signatory Trustee may convert the DST to an LLC if the loan is in default or unpaid three months before maturity.

Same-day master lease: DST to Vintage LeaseCo. Original term 10 years 3 months, then three five-year autos unless the tenant opts out. Base Rent is the Walker & Dunlop note payments, paid to the lender. Year-1 Stated Rent $3,694,469. Bonus Rent is 50% of total operating income above the Exhibit C threshold (year 1 $8,940,585). The lease lets the tenant defer Stated and Bonus Rent if Base Rent, operating costs, and impositions are paid. Bonus-rent periods run about 1 Aug–31 Jul, language written to track a school year.

Property management: Book & Ladder exclusive, 2.5% of Monthly Gross Revenues, plus a quarterly incentive of $0.25 per dollar of NOI above budget. One-year term, auto-renew. PMA §6.8 makes Versity Invest a third-party beneficiary and directs the manager to follow the Asset Manager as if it were the Owner. The PPM named Versity Investments as asset manager at 1% of gross; the PMA’s Asset Manager is Crew.

Walker & Dunlop first mortgage $52,346,000 (Trust Agreement and the circular loan table). 4.56%. 12 Apr 2022–12 Apr 2032; interest-only through 12 Apr 2027. The circular’s DST write-up uses $52,356,000 — TA is the mortgage record. The 11 Jan PPM had used ~$62 million / Freddie Mac.

PPM Maximum Offering Amount $75,408,161. Form D, the IB complaint, and the VIP Bonds circular use $87,963,540. The PPM is the 11 Jan form; it said a supplement would follow if terms changed. Hayworth’s 7 Jul 2022 PPM already lists Vintage at that $87,963,540 figure in its prior-program table. The Vintage supplement matching that size is still not in this record. PPM bridge equity ~$50.35 million via Versity EquityCo; the IB complaint’s later number is $68,514,916.93. PPM terms: default on the revolving bridge facility, including a loan unrelated to Vintage, may require Vintage syndication proceeds to pay that facility.

The circular says Vintage was fully syndicated as of 30 Jun 2023 and that financing outside the first mortgage had been repaid; occupancy about 97.9%. That is a sponsor disclosure. The later Vintage IB complaint alleges the IB still holds no less than 14% because only about $73.4 million of proceeds went to redeem the bridge. The circular names the revolving mezz Crayhill.

Same-day 12 Apr 2022 side letter (complaint Exhibit D): Vintage LeaseCo pays excess revenue and the disposition / financing / construction fees to Vintage IB until Full Redemption. KHCA is a named third-party beneficiary. $100,000 working-capital withhold if no event of default.

KHCA-controlled Vintage IB sued the DST, the signatory trustee, and Vintage LeaseCo on 1 Jul 2025 (C.A. 2025-0757). That complaint alleges the IB still holds no less than 14% of the beneficial interests after about $87.7 million of the ~$88 million offering was sold, because only about $73.4 million of proceeds went to redeem the bridge. The 3% disposition fee is in the PPM, payable to the master tenant (and, by the side letter, onward to the IB) unless net sale proceeds are below the Maximum Offering Amount. Allegations as to how much was actually redeemed. KHCA says it exercised a default right and became manager of Vintage IB by letter dated 30 Jun 2025.

PPM exit: about a ten-year hold. 721 — cash at independent appraisal or OP units in a REIT that may be sponsor-affiliated. The signatory trustee canvasses investors and is not bound. No investor vote on a sale.

Not Wolf Run Vintage (498 Beverly Street, Reno), a Nelson-track plaintiff in OC 30-2026-01543537.

Cross-collateralized with Walk / One on 4th / Hayworth. Occupancy can look fine while cash is not reaching investors. Four live shapes as of August 2026:

• Crew/Blake “agreement in principle” + independent trustee — sponsor spin on a contract case.
• Capital Square: new sponsor, investors eat the $56M. Shulman, on the thread, recommended rejecting unless the new sponsor is not bound to KHCA.
• Delaware remove-trustee, while the lender claims sold investor shares.
• Foreclosure / fire sale. Some Walk tenants are already asking for that; equity likely zero.