Del. Ch. · C.A. 2025-0748-SEM
Hayworth IB v. Hayworth DST
Del. Ch. C.A. 2025-0748-SEM. Stay denied 15 Jan 2026. Verified complaint (HTML preview) plus Exhibits A–D. PDF of the complaint not obtained.
- Court
- Delaware Court of Chancery (Molina, S.M.)
- Filed
- 30 Jun 2025 09:50PM EDT (File & ServeXpress Transaction ID 76552285). Defendants Hayworth Tanglewood, DST; Hayworth Tanglewood ST, LLC; Hayworth Tanglewood LeaseCo, LLC.
- Exhibits A–D
- PPM 7 Jul 2022 ($76,767,365 form; WealthForge exclusive managing BD); Trust Agreement 29 Jun 2022 (image-only); master lease 30 Jun 2022; LeaseCo side letter 30 Jun 2022 (KHCA agents as third-party beneficiaries)
- 15 Jan 2026
- Motion to dismiss or stay denied. McWane does not require a stay pending the NY KHCA action. Defense counsel withdrawal granted.
- Buy
- $105,500,000 on 30 Jun 2022 (complaint, PPM, PSA, circular, opinion)
- IB capital (complaint)
- $58,959,026.60 on behalf of the IB. Bridge lender $50,089,148.27 plus EquityCo $8,869,878.33 (fn 3). PPM states the $50.09 million slice. Opinion recites “over $58 million.”
- Alleged sales
- About $37.7 million of about $77.9 million offered; about $20.1 million of allocated net proceeds paid to the bridge lender; about $17.6 million sold without a matching redemption. Plaintiff seeks a declaration it retains no less than 60%. Allegations.
- Alleged diversions
- At least $5 million to Apex South Creek; at least $2 million to Sunstone Development LLC; acquisition fees paid before 100% of interests were sold (PPM says fees on full syndication). Allegations.
- Listing
- Listed about 8 May 2025 at $88 million. Walker & Dunlop call for offers 27–29 May 2025. Allegation that a sale was imminent as of filing.
Hayworth Tanglewood IB, LLC sued Hayworth Tanglewood, DST, the signatory trustee, and Hayworth Tanglewood LeaseCo. File & ServeXpress stamped the filing 30 Jun 2025 09:50PM EDT (Transaction ID 76552285), the same day the complaint says the bridge lender became the IB’s manager. Counsel Richards, Layton & Finger and King & Spalding. The PDF of the complaint is not obtained; this page uses a DocketAlarm HTML preview of 98906126. Allegations.
DST formed 31 May 2022. Trust Agreement 29 Jun 2022 (Exhibit B; image-only). Bought 30 Jun 2022 for $105,500,000. IB capital contribution $58,959,026.60: bridge lender $50,089,148.27 plus EquityCo $8,869,878.33 (complaint fn 3). The PPM states the $50.09 million slice. The 15 Jan 2026 opinion recites “over $58 million.” The complaint defines the bridge lender as Knights Hill Ireland II DAC and KHCA Funding LLC.
Exhibits A–D are the opening bundle. Exhibit A is the 7 Jul 2022 PPM: Maximum Offering Amount $76,767,365, matching Form D; WealthForge exclusive managing BD; first mortgage $48,000,000 from TC Debt Opportunities, LLC. The complaint later describes the offering as about $77.9 million. Exhibit C is the 30 Jun 2022 master lease. Exhibit D is the same-day LeaseCo side letter.
The complaint alleges about $37.7 million of interests sold; about $20.1 million of allocated net proceeds paid to the bridge lender; about $17.6 million sold without a matching redemption, so the IB still holds no less than 60%. Alleged diversions of unsyndicated proceeds: at least $5 million to Apex South Creek; at least $2 million to Sunstone Development LLC; acquisition fees paid before 100% of interests were sold (the PPM says those fees wait on full syndication). Property listed about 8 May 2025 at $88 million; Walker & Dunlop call for offers 27–29 May 2025. Five counts: breach of the Trust Agreement, fiduciary duty, implied covenant, and two declaratory counts (60% IB share; disposition fee under the side letter). Allegations.
Molina denied a McWane stay pending KHCA on 15 Jan 2026. Defense counsel withdrawal granted.
Same leftover-IB pattern as Vintage IB.
Timeline
- 31 May 2022Certificate of Trust for Hayworth Tanglewood, DST (IB complaint).
- 30 Jun 2022Hayworth bought for $105,500,000 from TDC Tanglewood (PPM / PSA / circular / Delaware opinion). Senior loan $48,000,000 at 5.25% from TC Debt Opportunities. Same-day master lease (DST → Hayworth Tanglewood LeaseCo; 7 years 3 months) and Book & Ladder PMA at 2.5% of Monthly Gross Revenues; Tanya Muro signed both sides. Versity EquityCo II contributed $50,089,148.27 of bridge equity through Hayworth Tanglewood IB (PPM); the later IB complaint puts the total contribution at $58,959,026.60 including $8,869,878.33 of EquityCo money. Trust Agreement dated 29 Jun. Side letter the same day: excess revenue and disposition/financing/construction fees to the IB until Full Redemption; KHCA agents are third-party beneficiaries.
Hayworth PPM / lease / side letter · C.A. 2025-0748 Exs A, C, D
- 7 Jul 2022Hayworth PPM. Maximum offering $76,767,365 (matches Form D 11 Jul); WealthForge exclusive managing BD; 9.30% load. Sponsor named as Versity Invest. Post-close form. Circular later lists up to $77,578,947.
- 8 May 2025Hayworth listed at $88 million (IB complaint). Walker & Dunlop call for offers 27–29 May 2025. Allegation that a sale was imminent as of the 30 Jun filing.
- 30 Jun–1 Jul 2025KHCA says it became manager of Vintage IB, LLC (30 Jun letter) and of Hayworth Tanglewood IB the same day. Vintage IB, LLC v. Vintage, DST, Del. Ch. C.A. 2025-0757 filed 1 Jul. Same evening, Hayworth Tanglewood IB v. Hayworth Tanglewood DST, C.A. 2025-0748 (Transaction ID 76552285): verified complaint (HTML preview) plus exhibits A–D. Hayworth complaint alleges ~$37.7 million sold of ~$77.9 million, ~$20.1 million to the bridge lender, IB still ≥60%, and diversions including ≥$5 million to Apex and ≥$2 million to Sunstone. Allegations.
- 15 Jan 2026 · Delaware