Promenade Crossing
Multifamily property · sponsored by Passco Companies
Promenade Crossing was a DST sponsored by Passco Companies that owned a multifamily property. Its last Form D was filed Nov 13, 2009.
How it ended
Last Form D filed Nov 13, 2009.
Key facts
- Minimum investment
- $5,000,000From the Form D
- Offering size
- $13,650,000Equity offered, per the Form D
- Sold
- Not reported after the first Form D (Nov 13, 2009)Form D, Nov 13, 2009
- Investors reported
- Form D, Nov 13, 200922
- Selling commissions
- Form D Item 15; the % is our arithmetic$1,296,750 · 9.5% of offering
- Financing
- Leveraged. This offering reports mortgage debt on the property.How it is financed ↓
- Offered under
- Rule 506(b)General advertising and solicitation are not permitted under this exemption.
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: Promenade Crossing. Top1031 is not a broker-dealer.What did Promenade Crossing own?
Independent reporting describes Promenade Crossing as a 212-unit garden-style apartment community northeast of downtown Orlando. 1 The Trust’s Form D records the first sale of interests on September 4, 2009, a securities-offering date rather than a property acquisition date. 2
- Property size
- Not publicly disclosed
How was it financed, and what did it cost to sell?
The Form D described proceeds as funding the real estate purchase and related costs, including amounts paid to Passco Promenade Crossing Depositor, LLC to redeem its Class B beneficial interests — the sponsor-side entity that holds the property until investors buy in. 2 Public filings disclose no mortgage debt or lender.
Debt
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Costs and terms from the Form D
- Selling commissions
- $1,296,750 · 9.5% of offering
- Finders’ fees
- $0
- Paid to officers, directors and promoters
- $13,650,000 · 100.0% of offeringForm D Item 16· The filing’s note: “All amounts will be paid to Passco Promenade Crossing Depositor, LLC in exchange for a redemption its class B beneficial interests in the Trust. The funds will be used to pay for the purchase of the real estate and to pay for various costs.”
- Broker-dealers named in the Form D
- 1 named in the Form D
Show the firms
- Passco Capital, Inc. · CRD 117323
Individual representatives named in Item 12 are not listed.
- Date of first sale
- Sep 4, 2009
- Minimum investment
- $5,000,000
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.
Who's behind Promenade Crossing?
Passco Companies sponsored the Trust. The securities filing records its offering history; the cited entity-name search does not establish its current legal status. 2, 3
- Sponsor
- Offerings on record
What does the SEC record show?
The Trust filed once and never amended, so EDGAR says nothing about the reported 2015 change of ownership or any final distribution to beneficial owners. The private-placement exemption used here bars general advertising and limits buyers to accredited investors — people meeting SEC income or net-worth tests.
- Legal Trust name
- Passco Promenade Crossing DST
- SEC CIK
- 1476621
- First Form D
- Nov 13, 2009
- Latest Form D
- Nov 13, 2009
- Filings on record
- 1
- Offered under
- Rule 506(b)General advertising and solicitation are not permitted under this exemption.
- Source filing
SEC Form D filings, newest first
| Filed | Form | Offering amount | Amount sold | Investors | Filing on SEC EDGAR |
|---|---|---|---|---|---|
| Form D | $13,650,000 | $0 | 22 | 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 Promenade Crossing?
- Promenade Crossing is a Historical offering. Last Form D filed Nov 13, 2009.
- Is a full-cycle result published?
- The sponsor’s prior-performance table records a March 19, 2015 sale for $27.35 million and a 7.18% average annual return, as reported by the sponsor.
- Why is there only one SEC filing?
- Form D reports the start of a private offering. Issuers are not required to file it again once a raise concludes, and no amendment was ever filed here — so dispositions, distributions, and debt never appear in this Trust's EDGAR record.
- Does the Trust still exist as a legal entity?
- The cited Florida entity-name search does not by itself establish the Trust’s current legal status. Closed to new investors describes offering availability, not dissolution.
- Was the property leveraged?
- Public filings do not settle it. The 2009 Form D discloses no debt, lender, or complete capital stack, so leverage would have to be confirmed from the offering documents or closing 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.