株探米国株
英語
エドガーで原本を確認する
FALSE000162728200016272822023-06-152023-06-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 15, 2023
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
024-11016 47-2426901
(Commission File Number) (IRS Employer Identification No.)
8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ
85258
(Address of Principal Executive Offices) (Zip Code)
(480) 295-7600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, par value $0.001 CWD
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x



Item 7.01 Regulation FD Disclosure.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On June 15, 2023, CaliberCos Inc. issued a press release announcing the launch of its Core+ Growth & Income Fund, an income fund targeting investments in a diversified portfolio of real estate properties, real estate-related equity investments and other real estate-related assets located in high-growth markets across the Southwest U.S. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.
Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CaliberCos Inc.
 
Date: June 20, 2023
 
By: /s/ John C. Loeffler, II
Name: John C. Loeffler, II
Title: Chairman and Chief Executive Officer

EX-99.1 2 a62023_cwdx8-kxexx991.htm EX-99.1 Document

Exhibit 99.1
caliberlogoprospectusa.jpg


CALIBER LAUNCHES CORE+ GROWTH & INCOME FUND
SCOTTSDALE, Ariz., June 15, 2023 – CaliberCos Inc. (NASDAQ: CWD), a leading fully integrated alternative asset manager, announced today the launch of its Core+ Growth & Income Fund ("the Fund" or "Issuer"), an income fund targeting investments in a diversified portfolio of real estate properties, real estate-related equity investments, and other real estate-related assets located in high-growth markets across the Southwest U.S. The Fund offers investors the opportunity to enjoy a certain level of liquidity, coupled with the potential returns of a moderate risk growth and income fund.

Core Plus investing in commercial real estate is a strategy through which investors have the opportunity to earn steady income from their investment, while simultaneously taking on additional risk to potentially earn higher returns. Caliber’s Core+ Fund will target investments in a "core" portfolio of stable, income-generating properties, such as apartment complexes, industrial, medical, and retail buildings. The "plus" part of the strategy refers to Caliber’s ability to capitalize on assets that are underperforming, under managed, and/or underpriced, located in Southwestern growth markets.

"The attributes of this Fund reflect what our investors are looking for," said Chris Loeffler, Chief Executive Officer of Caliber. "In today’s uncertain environment, they are increasingly seeking to diversify their portfolios with investment opportunities that offer more liquidity and differentiate risks across different real estate assets. Our Core+ Growth and Income Fund will provide our investors with a more balanced approach to liquidity and attractive risk-adjusted returns. Furthermore, as a new fund, it is not burdened with legacy assets that may have lost value in the recent economic downturn."

Caliber will seek to opportunistically acquire cash-flowing real estate assets for the Fund at a discount to perceived current market value through its proprietary acquisition platform.

"We see an opportunity to leverage Caliber’s historical knowledge investing in auction properties, non-performing loans, bank-owned properties, and other distressed strategies to find the right entry point for purchases. Many assets today are performing well financially, but the debt, or the current sponsor, is in some form of distress," stated Jennifer Schrader, President of Caliber. "Now is the time to re-enter the market with fresh capital and start solving problems."

The Fund will accumulate a diversified portfolio of real estate assets, including multifamily, industrial, medical, and retail. In addition, up to 25% of the Fund will be invested in publicly traded real estate investment trust ("REIT") securities managed by the Fund’s sub-advisor, Chilton Capital Management.

The minimum investment in the Fund is $50,000, and the Fund has been structured to accept qualified monies such as IRAs.

Caliber’s Core+ offers liquidity through quarterly redemption opportunities and a perpetual term. The Fund offers a differentiated investment strategy from Caliber’s established funds, including Caliber Tax Advantaged Opportunity Zone Fund II, LLC and Caliber Opportunistic Growth Fund III, LLC, which are aggressive growth funds. Caliber’s Core+ Growth & Income Fund will invest in cash-flowing assets that are expected to generate regular dividends to the Fund’s investors, with upside through appreciation.



Due to an anticipated influx of opportunistically priced assets over the next 18 to 24 months, Caliber is offering Founder’s shares to the initial investors in the Fund. Under this structure, the first $25 million invested will receive a 10% discount and the remainder of the Fund will be sold at par.


This information does not constitute an offering of, nor does it constitute the solicitation of an offer to buy, securities of the Issuer. This information is provided solely to introduce the Issuer to the recipient and to determine whether the recipient would like additional information regarding the Issuer and its anticipated plans. Any investment in the Issuer or sale of its securities will only take place pursuant to an appropriate, private placement memorandum and a detailed subscription agreement. An investment is suitable only for persons of substantial net worth that are willing, and have the financial capability, to bear the economic risk of an investment for an indefinite period of time. Past performance is not necessarily indicative of future results and there is no assurance that the offering will achieve its objectives or avoid significant losses. There is no public market for the securities and the Issuer is not required to redeem the units. Investors should consult their own financial professional for advice specific to them.

About Caliber

Caliber is a leading vertically integrated alternative asset management firm whose purpose is to build generational wealth for investors seeking access to opportunities in middle-market assets. Caliber differentiates itself by creating, managing, and servicing proprietary products, including middle-market investment funds, private syndications, and direct investments which are managed by our in-house asset services group. Our funds include investment vehicles focused primarily on real estate, private equity, and debt facilities. We market our services through direct sales to private investors, wholesaling to investment advisers, direct sales to family offices and institutions, and through in-house client services. Additional information can be found at Caliberco.com and Caliber Funds.co.

View source version on businesswire.com:
https://www.businesswire.com/news/home/20230615258712/en/

Contacts
Caliber:
Samantha Vrcic
+1 480-295-7600
Samantha.Vrcic@caliberco.com

Media Relations:
Kelly McAndrew
Financial Profiles
+1 203-613-1552
KMcAndrew@finprofiles.com