A Private Placement Memorandum (PPM) for a $100,000,000 Private Debt Fund is a formal, legal disclosure document (typically 40 to 80+ pages) required to comply with SEC Regulation D (usually Rule 506(c) or 506(b)). Unlike a marketing pitch deck or website, a PPM is designed to protect the fund managers legally by fully disclosing terms, structures, and investment risks to prospective LPs.

​Below is an outline of what the official PPM structure for the Gonen Capital Debt Fund would look like.

​Executive Cover Page & Legal Notices

  • ​Document Title: Confidential Private Placement Memorandum
  • ​Issuer Entity: Gonen Capital Fund LP (or LLC)
  • ​Offering Amount: $100,000,000 in Limited Partnership / Membership Interests
  • ​Exemption Notice: SEC Regulation D, Rule 506(c) (allowing general solicitation to accredited investors).
  • ​Standard Disclaimers: Mandatory SEC legends stating the securities have not been approved/disapproved by the SEC, transferability restrictions, and confidentiality warnings.

​1. Executive Summary & Offering Terms

​This section summarizes the primary parameters of the fund offering:

  • ​Target Fund Size: $100,000,000.
  • ​Investment Vehicle Structure: Delaware Limited Partnership (LP) with Gonen Capital GP, LLC serving as General Partner.
  • ​Minimum LP Commitment: Typically $250,000 to $1,000,000 for a fund of this scale (with GP discretion to accept lower).
  • ​Investment Strategy: Originating senior secured debt, bridge loans, and mezzanine credit across four asset classes:
    1. ​Agriculture (Farmland, modern farming systems, supply chain logistics)
    2. ​Building & Real Estate (Commercial construction, commercial properties, development bridge)
    3. ​Media (Content IP, rights management, production infrastructure)
    4. ​Technology (Venture debt, enterprise SaaS ARR loans)
  • ​Target Returns & Distribution: Preferred return target (e.g., 8–10% hurdle rate) with quarterly distribution schedules.
  • ​Fund Term: 5 to 7 years with a 2-year deployment period and optional extension periods.

​2. Risk Factors (The Core Legal Section)

​A PPM must thoroughly detail all material risks. For a multi-sector debt fund, this section includes:

  • ​Credit & Default Risk: Risk of borrower default across real estate, tech startups, ag operators, or media projects.
  • ​Collateral Risk: Potential devaluation of physical collateral (farmland, real estate) or intangible assets (media IP, tech software rights) securing loans.
  • ​Illiquidity & Lock-Up: LPs cannot easily exit or trade their fund interests before maturity.
  • ​Sector-Specific Risks:
    • ​Agriculture: Weather hazards, crop failures, commodity price volatility.
    • ​Real Estate: Interest rate fluctuations, construction delays, local market downturns.
    • ​Media: Shifting consumer trends, platform dependency, IP litigation risks.
    • ​Technology: Rapid obsolescence, high cash-burn rate of early-stage borrowers.

​3. Debt Origination & Underwriting Strategy

  • ​Loan-to-Value (LTV) Caps: Policy guidelines detailing maximum LTVs (e.g., maximum 65–75% LTV on real estate/agriculture; strict ARR ratios for tech debt).
  • ​Lien Priority: Priority given to Senior Secured / First-Lien debt positions to ensure repayment priority during liquidity events.
  • ​Underwriting Standards: Credit analysis processes, appraisal requirements, financial audit checks, and escrow/reserve requirements.

​4. Management Fees, Carried Interest & Expenses

  • ​Management Fee: Typically 1.5% to 2.0% annually on committed or deployed capital to cover operations.
  • ​Carried Interest / Profit Split: Distribution waterfall overview (e.g., 100% of capital + preferred return to LPs, then 80/20 split between LPs and GP).
  • ​Fund Operating Expenses: Definition of fees paid by the fund (legal, audit, administration, tax prep) vs. expenses borne by the GP.

​5. Management & Governance

  • ​GP / Manager Bios: Backgrounds, past performance, track records, and operational experience of the Gonen Capital team across credit, real estate, tech, and ag.
  • ​Investment Committee: Composition of the team approving loans and managing portfolio allocations.
  • ​Conflicts of Interest: Disclosures regarding potential self-dealing, affiliate transactions, or co-investment arrangements.

​6. Subscription Procedures & Investor Eligibility

  • ​Accredited Investor Requirement: Details on verification procedures (Net worth over $1M excluding primary residence, or income > $200k/$300k joint).
  • ​AML / KYC Compliance: Mandatory Anti-Money Laundering and Know-Your-Customer documentation requirements.
  • ​Capital Call Process: Schedule and notice windows for drawing committed LP funds.

​7. Legal Exhibits (Attached Documents)

  1. ​Exhibit A – Limited Partnership Agreement (LPA): The governing legal contract between the GP and LPs.
  2. ​Exhibit B – Subscription Booklet: The forms, accredited investor questionnaires, and signature pages required to invest.
  3. ​Exhibit C – Form W-9 / W-8BEN: Standard IRS tax documentation.

​To help refine these details, what target preferred return rate or fee structure (e.g., 2% management fee / 20% performance fee) are you planning to specify in the fund terms?