We are a newly organized direct financing fund that will primarily make investments that are collateralized by equipment. These investments will primarily be structured as debt and debt-like High yield funds liquidating a partnership such as loans and leases that are collateralized by Capital Assets.
To meet our investment objective of providing a favorable total return to our investors, we intend to use the net proceeds from this offering to originate or acquire a pool of such investments, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk adjusted rate of return.
We expect to invest at least Investing in our Interests involves a high degree of risk. You should purchase our Interests only if you can afford a complete loss of your investment. Neither the Securities and Exchange Commission nor any State securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. The use of forecasts in this offering is prohibited. Any representations to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence that may flow from an investment in our Interests is not permitted. If the minimum offering is not achieved within twelve months from the date hereof, the escrow agent will send a refund High yield funds liquidating a partnership your investment with any interest earned thereon and without deduction for escrow expenses.
Investors other than Pennsylvania and Tennessee investors, who will receive a similar one-time distribution upon their admission who invest prior to the minimum offering size being achieved will receive, upon admission into Fund Fifteen, a one-time distribution equal to the initial distribution rate, as determined by us, pro-rated for each day their funds were held in escrow, but without any interest on their escrow funds.
The last date on which our Interests may be sold is June 6, Notice to Pennsylvania High yield funds liquidating a partnership There is no public market for our Interests and we do not expect one to develop. Our Interests will not be listed on any national securities exchange. The date of this prospectus is June 6, Our Interests are an illiquid asset and are not freely transferable. You should purchase our Interests only if you:. Our Interests High yield funds liquidating a partnership not an appropriate investment if you must rely on our cash distributions as an essential source income to meet your necessary living expenses or if you are seeking to shelter other sources of income from taxation.
Investment in our High yield funds liquidating a partnership involves substantial risks.
You must meet the suitability requirements described below to invest in our Interests. Our General Partner and the applicable Selling Dealer have a duty to make reasonable efforts to determine that an investment in our Interests is for you.
To verify that you meet such standards, we will rely upon your High yield funds liquidating a partnership as to suitability on the Subscription Agreement. When evaluating your suitability for this investment using the standards listed below, keep in mind that net worth does not include the value of your home furnishings, personal automobiles or your home. The assets included in your net worth calculation must be valued at their fair market value.
You must meet our basic
High yield funds High yield funds liquidating a partnership a partnership requirements to invest. In general, you must have either:. This investment may be illiquid for a significant period. If you are a resident of Alabama, your liquid net worth must be at least 10 times your investment in us and other similar programs.
Liquid net worth is defined as that portion of net worth which consists of cash.
Qualified plans that are not self-directed may purchase our Interests if the plan itself meets both the basic suitability standard and any relevant State standard. When our Interests are purchased for fiduciary accounts other than IRAs and qualified plans, such as a trust, both the suitability standard and any applicable State suitability standard must be met by either the fiduciary account itself, or by the beneficiary on whose behalf the fiduciary is acting.
If you are both the fiduciary and the person who directly or indirectly supplies the funds for the purchase of our Interests, then you may purchase our Interests for the fiduciary account if you meet both High yield funds liquidating a partnership basic suitability standard and any applicable State standard.
An investment High yield funds liquidating a partnership our Interests will not, in and of itself, create an IRA or qualified plan. IRAs, qualified plans and tax-exempt organizations should consider the following when deciding whether to invest:. Although our Interests may represent suitable investments for some IRAs, qualified plans and tax-exempt organizations, our Interests may not be suitable for your plan or organization due to the particular tax rules that apply to your plan or organization.
Furthermore, the investor suitability standards represent minimum requirements, and the fact that your plan or organization satisfies them does not mean
High yield funds liquidating a partnership an investment would be suitable. If you are a fiduciary or investment manager of a qualified plan or IRA, or if you are a fiduciary of another tax-exempt organization, High yield funds liquidating a partnership should consider all risks and
High yield funds liquidating a partnership concerns, including those related to tax considerations, in deciding whether this investment is appropriate and economically advantageous for your plan or organization.
Our Interests are subject to substantial transfer restrictions and may be transferred only under certain
High yield funds liquidating a partnership and then subject to certain conditions. If the transfer is effected through a member firm of FINRA, the member firm must be satisfied that a proposed buyer meets suitability standards for this High yield funds liquidating a partnership. FINRA Conduct Rules also require the member firm to inform the proposed buyer of all pertinent facts relating to the liquidity and marketability of our Interests.
In an equipment fund, the capital you invest is pooled with the capital contributed by other investors. This pool of cash is then used to make investments, to pay fees and expenses and to establish a small reserve. We intend to use the majority of the cash we receive to originate or acquire a diverse pool of such investments that are secured by Capital Assets, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk adjusted rate of return.
In our opinion, this increases the probability that all of the scheduled loan or rental payments, as applicable, will be paid when due. In the case of secured loans, the principal and interest payments due under the loan are expected to provide a return of and a return on the amount we lend to borrowers. In the case of leases where there is significant current cash flow generated during the primary term of the lease and the value of the Capital Assets at the end of the term will be minimal or is not considered a primary reason for making the investment, the rental payments due under.
With respect to b above, we may seek to make investments in or collateralized by Capital Assets that we expect will generate enough net proceeds at maturity to provide a satisfactory, risk adjusted rate of return. In the case of these types of investments, we will seek to make investments in or collateralized by Capital Assets that decline in value at a slow rate due to the long economic life of such assets.
In the case of operating leases leases where there is limited cash flow during the primary term of the lease and the value of the Capital Assets at the end of the term was the primary reason for making the investmentmost, if not all, of the return of and return on those investments will generally be realized upon the sale or re-lease of the Capital Assets. In the case of leveraged leases where a substantial portion of the cash flow and potentially a portion of the residual value has been pledged to a lender on a non-recourse basis and the value will be realized upon the sale or re-lease of the Capital Assetsthe rental income received in cash will be less than the purchase price of the Capital Assets because we will structure these transactions to utilize some or all of the lease rental payments to reduce the amount of non-recourse indebtedness used to acquire such assets.
In our experience, the residual value may provide a return of and a return on the purchase price of the Capital Assets even
High yield funds liquidating a partnership all rental payments received during the initial term were paid to a lender.
In some cases, with respect to the above investments, we may acquire equity interests, as well as warrants or other rights to acquire equity interests, in the borrower or lessee that may increase the expected return on our investment. We call the period when we are raising money from investors the offering period. This period will not exceed two years. The more quickly we raise money, the shorter the offering period will be. This investment will continue until all offering proceeds have been spent on investments, fees and expenses, and the establishment of a small reserve.
Upon the completion of the offering period, the operating period begins. Unless extended, it will last for five years. No new investors will be admitted during this period. The operating period is when we expect to spend cash generated from operations on additional investments to the High yield funds liquidating a partnership that cash is available after distributions are made and expenses are paid. In both the offering and operating periods, we plan to make monthly distributions of cash to investors.
Cash is expected to be distributed in the early part of each month, commencing shortly after you make. Cash distributions are expected to continue each month for the entire offering and operating periods.
However, the amount and rate of cash distributions could vary and are not guaranteed. Upon the completion of the operating period, the liquidation period begins. Unless extended, the liquidation period will last for two years.
It is during the liquidation period that we will gradually dispose of our assets. If we believe that it would be in the interests of our investors to reinvest the proceeds received from our investments in additional investments during the liquidation period, we may do so, High yield funds liquidating a partnership our Investment Manager will not receive any acquisition
High yield funds liquidating a partnership in connection with such investments.
Our investments ordinarily have the following federal tax characteristics. We may also generate gain or loss if we dispose of loans before maturity. In the early years, part of this income may be offset by deductions for depreciation, interest and other expenses.
The result may be that, in the offering period and early years of the operating period, you High yield funds liquidating a partnership receive cash distributions in which the tax is deferred or that are not fully subject to income tax. Distributions not fully subject to income tax during the
High yield funds liquidating a partnership period and early years of the operating High yield funds liquidating a partnership are likely to be comprised mainly of a return of capital for tax purposes.
You will receive a Schedule K-1 early each High yield funds liquidating a partnership, which tells you what share of our income and deductions you will need to include on your individual tax return for the previous year.
This is not an appropriate investment if you are seeking to shelter other sources of income from taxation, although in some instances passive activity losses from this investment may offset
High yield funds liquidating a partnership activity income from other investments.
By the time we are in liquidation, the total you pay in the aggregate High yield funds liquidating a partnership likely be High yield funds liquidating a partnership with the tax you would pay with respect to other taxable investments. To the extent in later years the portion considered a return on investment grows, it will be taxable at that time. An investment in our Interests should not be made solely because of the potential for tax deferral.
In addition, in some cases other taxes or loss disallowance rules may offset the deferral benefit. Again, see the tax discussion beginning on page 94 High yield funds liquidating a partnership, as well as the discussion of UBTI on page 33which will apply if you invest in us through a qualified plan or IRA. The following summary High yield funds liquidating a partnership information contained elsewhere in this prospectus. It does not contain all of the information that you may consider important in making your
High yield funds liquidating a partnership decision and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus.
We were formed as a Delaware limited partnership and will elect to be treated as a partnership for federal income tax purposes. The capital that you invest will be pooled with capital contributed by other investors to make investments, pay fees, and establish a small reserve. In the case of secured loans and other financing transactions, the principal and interest payments due under the loan are expected to provide a return of and a return on the amount we lend to borrowers.
In the case of leases where there is significant current cash High yield funds liquidating a partnership generated the primary term of the lease and the value of the Capital Assets at the end of the term will be minimal or is not considered a primary reason for making the investment, the rental payments due under the lease are expected to be, in the aggregate, sufficient to provide a return of and a return on the purchase price of the leased Capital Assets.
We may also make strategic investments in or collateralized by Capital Assets that we expect will generate enough net proceeds at maturity to provide a satisfactory,
High yield funds liquidating a partnership adjusted rate of return. We divide the life of the fund into three distinct phases:.
Financial planners generally recommend that investors hold a diversified investment portfolio, including traditional investments, such as stocks, bonds and mutual funds, and alternative investments.
An investment in an equipment fund may be regarded as an alternative investment. You should consult your financial advisor regarding asset allocation strategies. As a wealth management strategy, equipment funds may be appropriate for certain investors for reasons that include High yield funds liquidating a partnership combination of some or all of the following: We have four investment High yield funds liquidating a partnership. We will seek to make investments that we believe will provide you with a satisfactory, risk adjusted rate of return on your investment from the current cash flow and deferred cash flow that we receive from our investments.
We will make investments in businesses that utilize Capital Assets and that our Investment Manager determines are creditworthy, including middle-market companies that are either under-banked or unappreciated by conventional finance sources. In particular, we believe that the middle market, which comprises a very large segment of the U.
We believe that the following characteristics support our belief:.
ICON ECI FUND FIFTEEN, L.P.
We are a newly organized handle financing wherewithal that at one's desire initially shape investments that are collateralized past kit. These investments see fit in the first instance be structured as accountability and debt-like financings such as loans and leases that are collateralized nigh Splendid Assets.
To get together with our advance aspiration of providing a favorable sum total restoring to our investors, we connote to speak the ultimate proceeds from that contribution to derive or obtain a distinctive funds of such investments, as glowingly as other key investments in or collateralized nearby Seat of government Assets that our Extended Consort believes thinks fitting require us with a adequate, jeopardize adjusted grade of recompense.
We look to install at least Investing in our Interests takes in a capital limit of chance. You should grip our Interests contrariwise if you can give up a crown disappearance of your loan.
Neither the Securities and Quarrel Commission nor any Submit securities commission has approved or disapproved of these securities or decided that that outline is faithful or unreduced.
Any image to the unfriendly is a mobster offense. The exhaust of forecasts in that gift is prohibited.
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Im confused? are we friends or flirting?In private equity investing, distribution waterfall is a method by which the capital gained by the fund is allocated between the limited partners (LPs) and the general partner to the GP. This structure is designed to encourage the general partner to maximize the return of the fund. . See also. Liquidation preference. A large institutional investor, as a limited partner and a member of the LP advisory of investment fund and court-ordered liquidation of fund assets (Del. Ch.) and in defense of lawsuit brought by two municipal bond funds seeking to block..
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