253G2 1 tm2327252d2_253g2.htm 253G2

 

Filed Pursuant to Rule 253(g)(2)
File No. 024-11162

 

FUNDRISE GROWTH EREIT VII, LLC

 

SUPPLEMENT NO. 17 DATED OCTOBER 2, 2023
TO THE OFFERING CIRCULAR DATED DECEMBER 14, 2022

 

This document supplements, and should be read in conjunction with, the offering circular of Fundrise Growth eREIT VII, LLC (“we”, “our” or “us”), dated December 14, 2022 and filed by us with the Securities and Exchange Commission (the “Commission”) on December 15, 2022 (the “Offering Circular”). Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.

 

The purpose of this supplement is to disclose:

 

·Our Net Asset Value (“NAV”) Per Share as of September 30, 2023;
·Share Redemption Plan Status;
·Historical NAV Information;
·Real Estate Performance; and
·Declaration of Dividend.

 

Net Asset Value as of September 30, 2023

 

As of September 30, 2023, our NAV per common share is $10.04. This NAV per common share shall be effective until updated by us on or about December 31, 2023 (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.

 

The following sets forth the calculation of NAV for our common shares:

 

BALANCE SHEETS (UNAUDITED)

 

(In thousands, except share and per share amounts)  September 30, 2023
[1]
   June 30, 2023
[1]
 
ASSETS          
Investments, at fair value  $74,316   $79,995 
Cash and cash equivalents   6,598    3,363 
Other assets   95    28 
Total Assets  $81,009   $83,386 
           
LIABILITIES          
Accounts payable  $66   $56 
Due to related party   129    137 
Note payable   3,017    - 
Dividends payable   69    67 
Settling subscriptions   2    5 
Total Liabilities  $3,283   $265 
           
NET ASSETS CONSIST OF:          
Fundrise Growth eREIT VII, LLC Members’ Equity:          
Common shares; 7,742,054 and 7,987,269 shares outstanding, net of offering costs, on September 30, 2023 and June 30, 2023, respectively  $80,934   $83,663 
Retained earnings (Accumulated deficit)   (8,793)   (5,341)
Net adjustments to fair value   5,585    4,799 
NET ASSETS  $77,726   $83,121 
NET ASSET VALUE PER SHARE, on 7,742,054 and 7,987,269 shares outstanding, net of offering costs, for the period ended September 30, 2023 and June 30, 2023, respectively  $10.04   $10.41 

 

[1] Estimated Balance Sheets as of September 30, 2023 and June 30, 2023.

 

 

 

 

As described in the section titled “Valuation Policies” of our Offering Circular, our goal is to provide a reasonable estimate of the value of our shares on a periodic, ongoing basis. However, the majority of our assets consist of commercial real estate assets and, as with any commercial real estate valuation methodology, the conclusions reached by us are based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given quarter, our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the quarterly calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in an arm’s length transaction with an unrelated third party, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between quarterly updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.

 

Our internal accountants calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (2) the price of liquid assets for which third party market quotes are available, (3) accruals of our periodic distributions, and (4) estimated accruals of our operating revenues and expenses. The determination of our NAV is not based on, nor intended to comply with, fair value standards under U.S. Generally Accepted Accounting Principles, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

 

We generally receive financial and other reporting from our borrowers or subsidiaries on a monthly or quarterly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, and considers relevant market data. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.

 

Beginning on October 1, 2023, the per share purchase price of our Common Shares will be $10.04 per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $10.00. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after December 31, 2023, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.

 

Share Redemption Plan Status

 

For the quarter ended September 30, 2023, we expect to redeem approximately 399,300 common shares pursuant to our share redemption plan.

 

 

 

 

Historical NAV Information

 

Below is the NAV per common share, as determined in accordance with our valuation policies, for each period presented from June 30, 2021 to September 30, 2023.

 

Date  NAV Per Share 
June 30, 2021  $10.23 
September 30, 2021  $10.65 
December 31, 2021   $11.20 
March 31, 2022  $11.74 
June 30, 2022  $12.51 
September 30, 2022  $11.60 
December 31, 2022  $10.66 
March 31, 2023  $10.79 
June 30, 2023  $10.41 
September 30, 2023  $10.04 

 

Real Estate Performance

 

The Company experienced a slight decrease in NAV driven by (among other things) macroeconomic headwinds, which resulted in slightly higher cap rates for some of the Company’s stabilized single-family rental assets where interest rate increases outpaced net operating income growth.

 

However, the majority of the assets continue to perform as expected and are progressing through their respective business plans. As of September, the 2023 stabilized occupancy of the build-to-rent portfolio was approximately 94% with continued rent growth.

 

We remain confident in the stability of the Company's portfolio and its long term return potential, even in the current macroeconomic environment.

 

Declaration of Dividend

 

On October 1, 2023, the Manager of the Company declared a daily distribution of $0.0001369863 per share (the “October 2023 Daily Distribution Amount”) (which equates to approximately 0.50% on an annualized basis calculated at the current rate, assuming a $10.04 per share purchase price) for shareholders of record as of the close of business on each day of the period commencing on October 2, 2023 and ending on October 31, 2023 (the “October 2023 Distribution Period”). The distributions will be payable to shareholders of record as of the close of business on each day of the October 2023 Distribution Period and the distributions are scheduled to be paid prior to January 21, 2024. While the Company’s Manager is under no obligation to do so, the annualized basis return assumes that the Manager will declare distributions in the future similar to the distributions disclosed herein.