Rivergate Apartments

Luxury multifamily property in Woodbridge, VA · sponsored by Capital Square

Historical · soldSold Oct 2024, as reported by Capital Square · last Form D Jul 29, 2022Sponsor source (opens in a new tab)

Rivergate Apartments was a DST sponsored by Capital Square that owned a luxury multifamily property in Woodbridge, VA (402 units). Capital Square sold the property in Oct 2024 for $55,700,000, as reported by the sponsor.

How it ended

Sold, result reported by the sponsor

Sold Oct 2024 for $55,700,000 as reported by the sponsor

Equity multiple
1.36× as reported by the sponsor
Date
Oct 1, 2024
Held
4.1 years

Sponsor document (opens in a new tab)

Capital Square has 5 active offerings on record →

Key facts

Minimum investment
$50,000
From the Form D
Offering size
$46,500,000
Equity offered, per the Form D
Sold
Not reported after the first Form D (Jul 29, 2022)
Form D, Jul 29, 2022
Selling commissions
$3,952,500 · 8.5% of offering
Form D Item 15; the % is our arithmetic
Financing
Leveraged. This offering reports mortgage debt on the property.
How it is financed ↓
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.

Figures come from SEC Form D filings unless a source is cited. Sponsor-stated figures are as reported by the sponsor; Top1031 does not independently audit them. On a 45-day clock? Find day 45 and day 180 →

Using this record to judge the sponsor? A licensed 1031 specialist from our affiliated partner can talk it through with you.

Ask a 1031 specialist about this recordFree. About: Rivergate Apartments. Top1031 is not a broker-dealer.
Rivergate Apartments image

Rivergate Apartments · Woodbridge, VA · Photo: capitalsq.com

What did Rivergate Apartments own?

Rivergate is a luxury apartment community at 13175 Marina Way in Woodbridge, Virginia. 2 Multi-Housing News reported that Capital Square bought the property from The Shidler Group for $98.5 million on August 22, 2022, and put occupancy at 95.8 percent around that time. 3 Neither the filing nor the sponsor's public materials state the year the community was built.

Reported location
Woodbridge, VA
Property size
402 units

How was it financed, and what did it cost to sell?

Capital Square describes the property as carrying assumable debt, which the sponsor characterizes as below-market, maturing in 2034. 2 Assumable debt means the buyer takes over a loan already in place rather than sourcing a new one. The principal balance is not stated in the sponsor's public materials or in the Form D.

Debt

Financing
Leveraged. This offering reports mortgage debt on the property.

Costs and terms from the Form D

Selling commissions
$3,952,500 · 8.5% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$2,645,480 · 5.6% of offering
Form D Item 16
Broker-dealers named in the Form D
1 named in the Form D
Show the firms

Individual representatives named in Item 12 are not listed.

Date of first sale
Not in the Form D
Minimum investment
$50,000

Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.

What does the SEC record show?

Capital Square filed a single Form D for this Trust and no amendment has followed, so the public file carries no later update on how the raise progressed. Rule 506(c) permits general solicitation — public advertising of the offering — as long as every purchaser is a verified accredited investor.

Legal Trust name
CS1031 Rivergate Apartments, DST
SEC CIK
1940417
First Form D
Jul 29, 2022
Latest Form D
Jul 29, 2022
Filings on record
1
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.

SEC Form D filings, newest first

SEC Form D filings for Rivergate Apartments, newest first
FiledFormOffering amountAmount soldFiling on SEC EDGAR
Form D$46,500,000
$0
EDGAR

Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.

A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.

Common questions

What happened to Rivergate Apartments?
Rivergate Apartments is a Historical offering. Sold Oct 2024, as reported by Capital Square.
What property does this Trust own?
Rivergate, a luxury apartment community at 13175 Marina Way in Woodbridge, Virginia, as described by sponsor Capital Square. Multi-Housing News reported the 402-unit property was purchased from The Shidler Group for $98.5 million on August 22, 2022, with occupancy of 95.8 percent reported at that time.
What was the minimum investment?
The Form D reports a minimum outside investment of $50,000, and Capital Square's August 22, 2022 announcement stated the same $50,000 minimum for accredited investors — individuals or entities meeting SEC income or net-worth thresholds.
Who actually runs the apartments day to day?
Capital Square states that a Master Tenant leases the property and is responsible for collecting rent and for operating, managing, leasing, and maintaining it. The sponsor also states the Master Tenant is capitalized solely by cash flow from the underlying tenant lease and that the sponsor is not obligated to contribute capital to it.
Does this Trust have a 721/UPREIT exit?
The record does not indicate a 721 exchange or UPREIT conversion feature — that is, a path where beneficial interests are later contributed to a REIT's operating partnership in exchange for units. Exit mechanics for any DST are governed by the offering documents.
What does the ground lease mean for an investor?
Capital Square states the property is subject to a ground lease, meaning the Trust's interest is tied to a lease of the underlying land rather than outright land ownership. The lease's term, rent escalations, and renewal rights are not disclosed in the public record and would appear in the offering documents.

In the news

Sources

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DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current offering documents before investing.