0001493152-22-036590.txt : 20221227 0001493152-22-036590.hdr.sgml : 20221227 20221227171826 ACCESSION NUMBER: 0001493152-22-036590 CONFORMED SUBMISSION TYPE: 1-U PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221227 ITEM INFORMATION: Fundamental Changes FILED AS OF DATE: 20221227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Masterworks 028, LLC CENTRAL INDEX KEY: 0001824040 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 852608133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-U SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00353 FILM NUMBER: 221491065 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 203 518 5172 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 1-U 1 form1-u.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT

Pursuant to Regulation A of the Securities Act of 1933

 

December 27, 2022

Date of Report: (Date of earliest event reported)

 

MASTERWORKS 028, LLC

(Exact name of issuer as specified in its charter)

 

Delaware   85-2608133

State of other jurisdiction of

incorporation or organization

 

(I.R.S. Employer

Identification No.)

 

225 Liberty Street, 29th Floor, New York, NY 10281

(Full mailing address of principal executive offices)

 

(203) 518-5172

(Issuer’s telephone number, including area code)

 

www.masterworks.com

(Issuer’s website)

 

Class A Ordinary Shares

(Securities issued pursuant to Regulation A)

 

 

 

 
 

 

Item 1. Fundamental Changes

 

As previously disclosed by Masterworks 028, LLC (the “Company”) in its Current Report on Form 1-U filed with the SEC on December 12, 2022, the Company and the 028 Segregated Portfolio of Masterworks Cayman, SPC sold the painting by Cecily Brown for $1,800,000 in cash to an unaffiliated buyer (the “Buyer”), pursuant to an invoice and certain terms and conditions of sale (collectively, the “Terms and Conditions”). A copy of the Terms and Conditions is incorporated by reference herein, as Exhibit 6.1 hereto, from the Company’s Current Report on Form 1-U as filed with the SEC on December 12, 2022.

 

On December 21, 2022, the parties consummated the transaction contemplated by the Terms and Conditions and title of the Painting passed to the Buyer. After allocating costs and expenses incurred in connection with the transaction and winding up and amounts in respect of profit sharing interests represented by Class B ordinary shares, record holders of the Company’s Class A shares will receive a distribution in the amount of approximately $35.15 per Class A share and a net annualized return of 35.0%. “Net annualized return” refers to the annualized internal rate of return, or IRR, net of all fees and costs, to holders of Class A shares from the primary offering, calculated from the final closing date of such offering to the date the sale is consummated. A detailed breakdown of the IRR calculation is attached to this Form 1-U as Exhibit 99.1.

 

Once the Company completes the distribution, it will commence the process of winding up and dissolving in accordance with its Second Amended and Restated Operating Agreement.

 

Safe Harbor Statement

 

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our most recent Offering Circular filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC’s EDGAR website. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

Exhibit Index

 

Exhibit No.   Description of Exhibit
     
6.1   Masterworks Standard Terms and Conditions of Sale (incorporated by reference to the copy thereof submitted as Exhibit 6.1 to the Company’s Form 1-U filed on December 12, 2022)
     
99.1   Masterworks 028, LLC Net Annualized Return Calculation

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MASTERWORKS 028, LLC
     
  By: /s/ Joshua B. Goldstein     
  Name: Joshua B. Goldstein
  Title: General Counsel

 

Date: December 27, 2022

 

 

ADD EXHB 2 ex99-1.htm

 

Exhibit 99.1

 

   Masterworks 028, LLC     
         
   Gross Artwork Sale Proceeds  $1,800,000.00 
(+)  Cash on Balance Sheet  $120.00 
(-)  Sale Expenses Charged to Issuer  $0.00 
=  Net Liquidation Proceeds  $1,800,120.00 
(-)  Class B Shares  $(100.00)
(-)  Class B Profit Share  $(175,100.00)
=  Distributable Proceeds to Class A Shares  $1,624,920.00 
(/)  Total Class A Shares Outstanding   46,226*
=  Distributable Proceeds per Class A Share  $35.15 
(/)  Initial Offering Price per Class A Share  $20.00 
=  Multiple on Invested Capital (MOIC)   1.76 
         
   Offering period     
   Cash Receipt Date   12/21/2022 
(-)  Final Offering Close Date   2/3/2021 
=  Days from final close to cash receipt   686 
(/)  Days of year   365 
=  IRR Period (in years)   1.88 
         
   IRR Calculation     
   MOIC   1.76 
   IRR Period (in years)   1.88 
   IRR   35.0%

 

*Reflects 1,276 Class A shares issued in respect of administrative service fees to Masterworks Administrative Services, LLC.