Apex South Creek

Stayed with Crew after the split. Delaware: BCS2, LLC v. Apex South Creek DST, 2025-0990-SEM (the DocketAlarm exhibit bundle that holds the Volcano motion and the KHCA original complaint). Remove-trustee talk alongside Walk and Vintage.

The PSA is dated 1 Aug 2022 (exhibit). Seller DHIC - South Creek, LLC (D.R. Horton / DHI Communities); buyer Versity Invest. Property named Ascend South Creek Apartments at 3060 Southcreek Boulevard, Orlando. Purchase price $100,000,000. Earnest $750,000 + $750,000. Due diligence 8 Jul–8 Aug 2022. Scheduled close 7 Sep 2022, extendable. A later amendment credits $400,000 at close. Buyer may assign to an affiliate at close.

The Trust Agreement is dated 18 Nov 2022. Certificate of Trust 22 Aug 2022. Parties: Apex South Creek IB as initial beneficiary (100% of interests at close), Sorensen Entity Services as Delaware Trustee, Apex South Creek ST as Signatory Trustee, Chris Sorensen as Independent Trustee. The Trust is purchaser, successor to Versity Invest. Syndication proceeds were to replace the IB’s interest and pay fees as the PPM provided. Investors have no vote on a sale; the Signatory Trustee canvasses them and is not bound. The Signatory Trustee may convert the DST to an LLC if the loan is in default or unpaid three months before maturity.

KHCA’s complaints allege KHCA declined to finance Apex on 13 Sep 2022 (after that PSA), then Crew diverted about $13.5 million of syndication proceeds from Hayworth, Vintage, Walk, and One on 4th to buy it anyway. Allegation.

Same-day stack 18 Nov 2022, four days before the Form D. Master lease: DST to Apex South Creek LeaseCo. Original term 10 years 3 months, then three five-year autos unless the tenant opts out. Base Rent is the Walker & Dunlop note payments, paid to the lender. Year-1 Stated Rent $2,943,215. Bonus Rent is 50% of collected operating income above the Exhibit C threshold (year 1 $8,142,191). The lease lets the tenant defer Stated and Bonus Rent if Base Rent, operating costs, and impositions are paid. Bonus-rent periods run about 1 Aug–31 Jul, language written to track a school year.

Asset management: Versity Invest at 1% of Gross Revenue. California law. Master Tenant may terminate on 30 days. No AM fee while a loan default is uncured. Tanya Muro signed both sides (Versity Invest as manager of LeaseCo and as Asset Manager). Property management: Book & Ladder exclusive, 3% of Monthly Gross Revenues, plus a quarterly incentive of $0.25 per dollar of NOI above budget. One-year term, auto-renew. PMA §6.8 makes Versity Invest a third-party beneficiary and directs the manager to follow the Asset Manager as if it were the Owner. That is Crew as AM on this DST, not Versity Investments.

The VIP Bonds circular puts the 18 Nov close at $99,550,000. The PSA was $100,000,000 plus a $400,000 closing credit. Offering $73,580,386 matches Form D.

Walker & Dunlop first mortgage $45,994,000 at 5.48%. Circular loan table: 18 Nov 2022–30 Nov 2027 interest-only, then principal and interest through 30 Nov 2032. The DST write-up says a ten-year term. TA is the mortgage record. As of 30 Jun 2023 the circular says 90.886% of interests remained, occupancy about 91%, and $40,821,429 still out on the leftover-equity notes at 12%. Sponsor disclosure.

The leftover-equity notes closed the same day: Apex South Creek IB pledged the DST interests the Trust Agreement says it held 100% of. Coupon 12%, default 14%. Original maturity 18 May 2023, extended through 18 May 2024. Ninety percent of redemption proceeds from sold interests had to go to the bridge lenders. Remaining principal as of 31 Mar 2025, per Crane: $37,484,924 of the original $42 million. Clerk money judgment 30 Sep 2025. DST holders sit behind the mortgage and that stack.