Private Credit · Mezzanine

RBG Portfolio CL Investors

Virginia · Carolinas · Georgia, Multifamily
Senior Secured Participating Note
Net MOIC
1.75x
$5.25M on $3.0M
Net IRR
24.76%
Annualized
Avg Cash-on-Cash
~25%
Per annum
Coupon
10%
Yr 1 PIK, then cash
Structure
Mezzanine
Equity participation
Maturity
3-yr
Bullet, at par
Minimum
$50K
Per investor

Overview

RBG Portfolio CL Investors

Crowdlender is offering accredited investors a senior secured, participating credit position in RBG Portfolio CL Investors, LLC (the “Fund”). The Fund extends a three-year facility to Ritz Banc Group (“RBG”) — a vertically-integrated real estate manager with a 13-year track record — secured by a first-priority pledge of RBG's promote, management-fee, and economic interests in a ten-property, 1,646-unit multifamily portfolio carrying roughly $255.6M in independent appraised value.

Investors sit one level above the real estate: repaid from RBG's promote and fee streams, with full recourse to RBG Holding LLC and a limited “bad-boy” guaranty from the principals. The 10% coupon delivers contractual income; a 15% promote share adds equity-flavored upside as the portfolio seasons and sells. Platform and management fees are borne by RBG — investors bear none.

Coupon
10% per annum (Yr 1 PIK)
Promote Participation
15% of RBG promote
Term
3-year bullet
Offering Size
$3.0M
Minimum
$50,000
Participate now

DeeringBroad on the GreenHilton VillageMadison WoodLee's LandingThe Grove

Details

For more information, view the Sponsor's Investment Memorandum below.

Distribution FrequencyInterest-only after Year 1 (Yr 1 PIK)
Estimated Hold Period3 Years
Investment TypeSenior Secured Participating Note
Net MOIC1.75x ($5.25M on $3.0M)
Minimum Investment$50K
Investment StrategyPrivate credit · real-asset collateral
Net IRR24.76% annualized
Avg Cash-on-Cash~25% (Yr1 23.56% / Yr2 24.92% / Yr3 26.41%)
Coupon10% per annum (Yr 1 PIK)
Term3-year bullet, prepayable at par
SecurityMezzanine · first-priority pledge of promote & fee streams

Premise

A note, not equity

The Fund holds a single Secured Participating Promissory Note issued by RBG Holding LLC — investors are lenders to a proven operator, sitting one level above the real estate.

Contractual income + upside

A 10% base coupon delivers current income; a 15% share of RBG's promote adds equity-flavored upside as the underlying multifamily portfolio seasons and sells.

Secured by real cash flows

A first-priority pledge of RBG's promote and asset-management fees, plus economic interests in a 10-property, 1,646-unit portfolio (~$255.6M appraised).

Use of Proceeds

01Provide RBG growth capital to seed near-term acquisitions and recycle equity as 2026–2028 exits mature.
02Bridge working capital across the platform's scale-up from $451M toward $1.5B in AUM.
03The facility is fully secured by a first-priority pledge of promote, fees, and economic interests.

Per the term sheet. Final terms are governed by the definitive documents.

Essentials

Coupon

10% per annum. Year 1 accrues (PIK) with an option to pay cash; interest-only thereafter.

Participation

15% of RBG's promote payments, plus a 15% GP participation right on future deals.

Term

3-year bullet. Principal due at maturity; prepayable at par with no penalty.

Recourse

Full recourse to RBG Holding LLC plus a limited bad-boy carve-out guaranty from the principals.

Minimum

$50,000 (Manager may accept lesser amounts at its discretion).

Properties

Underlying Assets — the ten multifamily properties whose promote & economic interests secure the note. Independently appraised (CBRE / Colliers, 2025).

PropertyMarketUnitsAppraised Value
Blue Ridge CrossingWinchester, VA193$40.2M
BayPointe CrossingVirginia Beach, VA160$30.0M
Madison WoodsGreensboro, NC180$28.2M
Hickory PointNewport News, VA175$28.1M
The GroveRaleigh, NC178$25.1M
Hilton Village TownhomesNewport News, VA160$25.0M
Forest RidgeRichmond, VA135$21.5M
Lee's LandingNewport News, VA136$21.3M
Deering ManorRichmond, VA168$20.8M
Broad on the GreenAugusta, GA161$15.4M
Total — 10 properties1,646$255.6M

Independently appraised — CBRE / Colliers, 2025.

Growth Plan

The sponsor's five-year plan to scale platform AUM from $451M toward $1.5B.

RBG platform AUM plan ($M)

Sponsor projection; not a guarantee

Why Participate?

Downside protection

A 10% contractual coupon and a full-recourse claim on RBG — one level above the assets.

Equity-flavored upside

A 15% promote share that lifts the blended return toward the mid-teens.

Real collateral

$255.6M of independently-appraised multifamily standing behind a $3.0M facility.

Alignment

RBG co-invests $37.3M and its promote is pledged — it is paid last.

Expected Return Profile

Projected distributions over the 3-year term. Choose an investment amount to scale the figures. Illustrative only — see disclaimer below.

$50,000
Investment
$75,000
Total 3-Yr Distributions
1.50x
3-Yr Equity Multiple
$1K
$1K
$1K
$1K
$1K
$1K
$1K
$66K
Y1 Q1
Y1 Q2
Y1 Q3
Y1 Q4
Y2 Q1
Y2 Q2
Y2 Q3
Y2 Q4
Y3 Q1
Y3 Q2
Y3 Q3
Y3 Q4

The final bar includes the projected capital event (principal repayment plus accrued Year-1 PIK interest and the promote share) and is shown at full height for scale; its amount is labeled. Operating-distribution bars are scaled to the largest operating quarter for readability.

QuarterProjected DistributionCumulative
Y1 Q1$0$0
Y1 Q2$0$0
Y1 Q3$0$0
Y1 Q4$0$0
Y2 Q1$1,250$1,250
Y2 Q2$1,250$2,500
Y2 Q3$1,250$3,750
Y2 Q4$1,250$5,000
Y3 Q1$1,250$6,250
Y3 Q2$1,250$7,500
Y3 Q3$1,250$8,750
Y3 Q4$66,250 incl. capital event$75,000

Hypothetical projection based on the sponsor's underwriting assumptions, for illustration only — not a guarantee or forecast of actual results. Reflects a 10% base coupon (Year 1 accrues as PIK and is paid at maturity; interest-only in cash thereafter) plus an illustrative 15% promote share; principal is returned at maturity. Distributions scale proportionally with the investment amount and depend on portfolio performance; actual results may differ materially. An investment is illiquid and speculative and involves the risk of loss of principal. Offered only to verified accredited investors under Rule 506(c).

Subscription process

1

1 · Verify accreditation

Complete accredited-investor verification (Reg D 506(c)).

2

2 · Review the data room

Access the PPM, Operating Agreement, and Subscription Agreement.

3

3 · Subscribe & fund

Execute the Subscription Agreement and fund your commitment (min $50,000).

4

4 · Earn & participate

Receive the 10% coupon and your 15% share of RBG's promote over the 3-year term.

Offering Docs

The core offering documents for this investment, prepared and delivered by the Sponsor.

RBG Portfolio CL InvestorsInvestment SummaryAccredited
⬇ Download
RBG Portfolio CL InvestorsPrivate Placement MemorandumAccredited
⬇ Download
RBG Portfolio CL InvestorsSecured Participating Promissory NoteAccredited
⬇ Download
RBG Portfolio CL InvestorsOperating AgreementAccredited
⬇ Download
RBG Portfolio CL InvestorsSubscription AgreementAccredited
⬇ Download
RBG Portfolio CL Investors3-Year Facility Term SheetAccredited
⬇ Download

Data Room

Full diligence file — appraisals, financials, and supporting materials, organized by folder. Available to accredited investors.

Appraisals10 files
CB25US104585-2 Lees Landing Newport News VA RevisedAccredited
⬇ Download
CB25US121100-3 Hickory Point Newport News VAAccredited
⬇ Download
CB25US104585-3 Hilton Village Newport News VA RevisedAccredited
⬇ Download
CB25US104585-4 Broad on the GreenAccredited
⬇ Download
CB25US104585-5 Deering Manor Apartments Richmond VA RevisedAccredited
⬇ Download
CB25US121100-1 Forest Ridge Richmond VA RevisedAccredited
⬇ Download
CB25US121100-2 Blue Ridge Apartment Winchester VAAccredited
⬇ Download
CB25US121100-4 Baypoint Apartments Virginia Beach VAAccredited
⬇ Download
CB25US121100-5 The Grove AppraisalAccredited
⬇ Download
CLT250460 Madison Woods Greensboro NC rev1Accredited
⬇ Download
Audited Financials6 files
Brass Capital Fund SPC - BOG - 12.31.2025 AFSAccredited
⬇ Download
Brass Capital Fund SPC - DM - 12.31.2025 AFSAccredited
⬇ Download
Brass Capital Fund SPC - Hilton Village - 12.31.2025 AFSAccredited
⬇ Download
Brass Capital Fund SPC - Lee's Landing - 12.31.2025 AFSAccredited
⬇ Download
Brass Capital Fund SPC - Madison Woods - 12.31.2025 AFSAccredited
⬇ Download
PrivateFundsFARDeclaration 1626393963 SignedAccredited
⬇ Download
Overview2 files
5 Year Business Plan CF Forecast June 2026 FinalAccredited
⬇ Download
RBG Track Record Private Credit June 2026 FinalAccredited
⬇ Download

Deal Highlights

  • Downside protection — a 10% contractual coupon and a full-recourse claim on RBG, one level above the assets.
  • Equity-flavored upside — a 15% promote share that lifts the blended return toward the mid-teens.
  • Real collateral — $255.6M of independently-appraised multifamily standing behind a $3.0M facility.
  • Alignment — RBG co-invests $37.3M and its promote is pledged; it is paid last.

Management

Ritz Banc Group

Founded in 2012 and headquartered in Arlington, VA, Ritz Banc Group (RBG) is a vertically-integrated real estate and alternative-asset manager. RBG has completed $725M+ of transactions across 27 assets — predominantly Mid-Atlantic and Southeast workforce multifamily — and today manages roughly $451M across 16 active investments (~3,600 units). Its realized investments have returned 1.75× / 17.2% net IRR across two market cycles.

RBG's principals have $37.3M of their own capital invested alongside partners, supported by audited fund financials, an independent administrator, and Juniper Square investor reporting.

Management Team

Nasr El Hage
Nasr El Hage
Co-Founder & Managing Director

Nasr El Hage is the Co-Founder & Managing Director of Ritz Banc Group and a member of the Executive and Investment Committees, where he leads capital markets and investor relations. He has extensive experience across investment strategy, sourcing, underwriting, market research, risk management, and disposition.

Before founding RBG, he was a Valuation Risk Analytics Manager at Freddie Mac, overseeing an $85 billion portfolio of multifamily fixed-income assets and MBS, and previously held consulting positions at BearingPoint (now Deloitte). He is fluent in English, French, and Arabic.

Education

  • M.A., Applied Economics — The Johns Hopkins University
  • B.S., Economics — George Mason University
Amer A. El Souki
Amer A. El Souki
Co-Founder & Managing Director

Amer A. El Souki is the Co-Founder & Managing Director of Ritz Banc Group, a member of the Executive and Investment Committees, and head of the firm's asset-management team. His work spans investment strategy, underwriting, due diligence, operations, investor reporting, and disposition, and he plays a central role in structuring the firm's LP investment vehicles.

Before founding RBG, he was an executive at Truland Systems Corporation, heading its low-voltage subsidiary, Tech Inc., where he oversaw more than $200 million in contracted work and helped double annual turnover over eight years across commercial, residential, and government projects. He is fluent in English and Arabic.

Education

  • M.S. — George Mason University
  • B.S. — George Mason University

Financials

For more information, view the Sponsor's Investment Memorandum.

Capital Stack

8%
92%
Senior Secured Note (this offering)$3M
RBG Holding equity (subordinate)$34.80M
Total Capitalization$37.80M

Sources of Funds

Crowdlender investor notes (Reg D 506(c))$3M
Total$3M

Uses of Funds

Portfolio acquisitions & equity recycling$2.25M
Platform working capital (scale-up)$600K
Offering & closing costs$150K
Total$3M

Debt Assumptions

Secured Participating Promissory Note

  • Issuer: RBG Holding LLC
  • Facility size: $3.0M
  • Coupon: 10% per annum (Yr 1 PIK; cash option)
  • Participation: 15% of RBG promote
  • Term: 3-year bullet; prepayable at par
  • Collateral: First-priority pledge of promote & fees + economic interests (~$255.6M appraised)
  • Recourse: Full recourse to RBG Holding LLC + bad-boy guaranty
Participate now