Top1031

One Riverwalk

Multifamily property in Knoxville, TN · sponsored by Passco Companies

HistoricalLast Form D filed Nov 14, 2023 (opens in a new tab)

One Riverwalk was a DST sponsored by Passco Companies that owned a multifamily property in Knoxville, TN (303 units). Its last Form D was filed Nov 14, 2023.

How it ended

No outcome recorded · under 7 years

Last Form D filed Nov 14, 2023.

Passco Companies has 4 active offerings on record →

Key facts

Minimum investment
$25,000
From the Form D
Offering size
$74,700,000
Equity offered, per the Form D
Sold
1.2%
Form D, Nov 14, 2023; the % is our arithmetic
Investors reported
3
Form D, Nov 14, 2023
Selling commissions
$2,699,375 · 3.6% 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 →

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Ask a 1031 specialist about this recordFree. About: One Riverwalk. Top1031 is not a broker-dealer.

What did One Riverwalk own?

The community stands at 151 E. Blount Ave. in Knoxville, Tennessee. 2 Passco describes two five-story buildings on a 3.35-acre riverfront site, with studio, one- and two-bedroom units averaging 884 square feet. 1 It was built in 2019 and, according to Passco, reached stabilization in 2020. 1 WBIR reported a warranty deed dated October 31, 2023 transferring the property from an Augusta, Georgia LLC to Passco One Riverwalk, an Irvine, California LLC. 5

Reported location
Knoxville, TN
Property size
303 units

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

Rather than placing new debt, the buyers took the property subject to the existing fixed-rate agency loan, so the Trust inherits terms set before the 2023 sale. 1 Sources conflict on the program: Passco's release describes a Freddie Mac loan of roughly $64.29 million, while a December 4, 2023 trade report identifies Fannie Mae. 7

Debt

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

Costs and terms from the Form D

Selling commissions
$2,699,375 · 3.6% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$10,102,311 · 13.5% of offering
Form D Item 16
· The filing’s note: “Passco One Riverwalk Depositor, LLC will be responsible for paying certain fees and costs of approximately $9,377,282.”
Broker-dealers named in the Form D
3 named in the Form D
Show the firms

Individual representatives named in Item 12 are not listed.

Date of first sale
Nov 9, 2023
Minimum investment
$25,000

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?

The Trust is offered under Rule 506(c), which permits public advertising but requires the sponsor to verify each buyer's accredited status. The Form D records a first sale on November 9, 2023 and a $25,000 minimum, and stated the issuer did not intend the offering to last more than one year. 6 No amendment has followed.

Legal Trust name
Passco One Riverwalk DST
SEC CIK
2000751
First Form D
Nov 14, 2023
Latest Form D
Nov 14, 2023
Filings on record
1
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.
Source filing
Read the filings on SEC EDGAR

SEC Form D filings, newest first

FiledFormOffering amountAmount soldInvestors
Form D$74,700,000
$916,001
3
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 One Riverwalk?
One Riverwalk is a Historical offering. Last Form D filed Nov 14, 2023.
Where is the property?
One Riverwalk is at 151 E. Blount Ave. in Knoxville, Tennessee, on the Tennessee River waterfront. Passco describes the 303-unit community as two five-story buildings on a 3.35-acre site, with studio, one- and two-bedroom units averaging 884 square feet.
What did Passco and Greystone pay for One Riverwalk?
Sources do not agree. Passco's own acquisition release reports the transaction at $120.7 million. WATE, citing the recorded sale, reported $124,070,625. AltsWire reported approximately $124.1 million. Knox News reported a price per unit near $410,000. Top1031 has not resolved the difference.
Who is the tenant?
There is no single corporate tenant. This is an apartment community, so revenue comes from residents on short leases — the property's official FAQ lists 6- to 15-month terms. AltsWire reported the community was 97% occupied at acquisition. Knox News reported in September 2019 that Greystar managed the property at opening, and reported on November 17, 2023 that Passco intended to retain the onsite team.
What debt is on the property?
The buyers assumed the existing fixed-rate agency loan rather than originating new financing. Passco's release describes it as a 10-year Freddie Mac loan of about $64.29 million with more than three years of interest-only payments remaining. A December 4, 2023 trade report describes the same loan as Fannie Mae debt of $64.3 million. The exact program is unresolved in public sources; the offering documents govern.
Can investors roll into a REIT at the end?
Nothing in the public record for this Trust indicates a 721/UPREIT exit — the structure in which a Trust's property is contributed to a REIT's operating partnership in exchange for units. Exit mechanics are set out 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.