Top1031

Sea Sound Apartments

Class A multifamily property in Panama City Beach, FL · sponsored by Passco Companies

Historical · soldSold, as reported by Passco Companies · last Form D Dec 13, 2022Sponsor source (opens in a new tab)

Sea Sound Apartments was a DST sponsored by Passco Companies that owned a class A multifamily property in Panama City Beach, FL (300 units). Passco Companies sold the property, as reported by the sponsor.

How it ended

No outcome recorded · under 7 years

Sold.

Sponsor document (opens in a new tab)

Passco Companies has 4 active offerings on record →

Key facts

Minimum investment
$25,000
From the Form D
Offering size
$59,250,000
Equity offered, per the Form D
Sold
Not reported after the first Form D (Dec 13, 2022)
Form D, Dec 13, 2022
Selling commissions
$5,184,375 · 8.7% 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: Sea Sound Apartments. Top1031 is not a broker-dealer.

What did Sea Sound Apartments own?

Sea Sound was built by a joint venture of The St. Joe Company and Flournoy Development Company, which acquired the 18.97-acre site in January 2020 for $5.1 million and sold the finished community in November 2022 for $92 million, according to St. Joe. 2 Multi-Housing News, citing Yardi Matrix, put Passco's purchase at about $92.5 million. 1 Passco's release describes a gated property of four four-story buildings at 10400 Panama City Parkway. 3

Reported location
Panama City Beach, FL
Property size
300 units; average unit size 1,082 square feet

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

No lender, loan amount or leverage figure for this Trust appears in the SEC filing or in the sponsor and trade coverage reviewed, so whether the Trust holds mortgage debt is not established by the public record.

Debt

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

Costs and terms from the Form D

Selling commissions
$5,184,375 · 8.7% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$8,223,454 · 13.8% of offering
Form D Item 16
· The filing’s note: “Passco Sea Sound Depositor, LLC will be responsible for paying certain fees and costs of approximately $7,923,454.”
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
$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?

Legal Trust name
Passco Sea Sound DST
SEC CIK
1958089
First Form D
Dec 13, 2022
Latest Form D
Dec 13, 2022
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 sold
Form D$59,250,000
$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 Sea Sound Apartments?
Sea Sound Apartments is a Historical offering. Sold, as reported by Passco Companies.
What exactly does the Trust own?
Sea Sound Apartments, a newly constructed Class A apartment community at 10400 Panama City Parkway in Panama City Beach, Florida, described by Passco as a gated property of four four-story buildings with one-, two- and three-bedroom units.
Who built and sold the property?
The St. Joe Company reported that it sold an 18.97-acre vacant parcel to its joint venture with Flournoy Development Company in January 2020 for $5.1 million, and that the joint venture sold the completed 300-unit community in November 2022 for $92 million. Multi-Housing News, citing Yardi Matrix, reported Passco's purchase at approximately $92.5 million; the two figures are reported as published rather than reconciled.
What was the minimum investment?
The Form D reported a minimum investment of $25,000 and stated that non-accredited investors were not included in the offering.
How is the property managed today?
Unresolved in public sources. Multi-Housing News reported in December 2022 that Flournoy Properties would continue providing property management after the sale, and Apartments.com currently identifies Flournoy Companies. A Realtor.com listing for the same address names RPM Living Properties. Current listings show the property accepting rental applications, which indicates leasing activity but establishes no occupancy figure.
Does the Trust plan a 721/UPREIT exit?
The record shows no such plan. A 721 or UPREIT exit is where a DST's property is contributed to a REIT's operating partnership in exchange for partnership units instead of being sold for cash. The data for this Trust indicates no REIT conversion feature.

In the news

Sources

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These links support the record as a whole; individual details may come from different sources.

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.