Icaria Fund LLC

Real Estate Investing, Reimagined
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AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Securities Offered:
Equity In The Form Of Membership Interests Denominated In Units
Maximum Offering Amount :
$50,000,000.00
Minimum Offering Amount :
$500,000
Minimum Investment :
$10,000.00

Operations Summary

Revolve Capital and its team specializes in the direct acquisition, management, and sale of 1st lien distressed non-performing and re-performing mortgages secured by residential real estate. Icaria’s team is at the center-point of an ecosystem comprised of regional private investors, large real estate funds, loan servicers, borrowers, Tier 1 banks and the GSE’s. The management team has built upon its vast industry expertise and strong track record of portfolio management. In aggregate the team has managed over 8500 NPLs valued at hundreds of millions of dollars across 50 states in the U.S.
Rev Cap’s business objective is to identify pools of qualified loans that are available for acquisition and priced well below market value of real estate or total collectable balance (whichever is lower), resulting in minimum risk to the investor. These loans will be acquired from financial institutions, large real estate funds, and/or Governmental Sponsored Entities (“GSE”). Where possible, Rev Cap makes it a high priority to keep homeowners in their homes. These loans will convert to cash flowing and then seasoned and sold at premium. Where it is not possible to keep a homeowner in his home, Revolve Capital may reposition the loan for resale to an investor from its extensive investor database. If Foreclosure, short-sale, or Deed-In-Lieu are viable options then ultimately the property may be positioned as a rental property, fix/flipped or sold as-is to a new homeowner.
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Use of proceeds if the offering’s maximum amount of $50,000,000 is raised:

5.02%

$2,510,000

Offering Expenses & Commissions

94.98%

$47,490,000

Corporate Application of Proceeds

Offering Description
Offering Type:
Regulaiton D 506(c)
Security Type:
Class A1 and A2 Membership Units
Maximum Offering
$50,000,000
Minimum Offering
$1,000,000
Minimum Investment
$50,000
Transfer Agent:
KoreConx
Revolve Capital was established with the single-minded focus to be a timely and relevant solution to the continued residential housing crisis. While banks grapple with a spike in defaulted inventory and incessant pressure to maintain high levels of loss reserves, Rev Cap has aligned itself to address these key issues directly. Rev Cap, creates sustainable relationships both with Wall Street firms and main street investors to programmatically purchase and sell delinquent 1st lien mortgages secured by residential real estate. Over the last 24 months, Rev Cap and its principals have acquired over 1000 assets at favorable prices and have sold a significant portion of this product to main street investors.

Business Strategy

The three key business objectives and income streams are:

Loan Sales

Revolve will sell loans that can’t be easily modified and can’t have foreclosures finished within 120-days to region-specific retail buyers at a margin above the wholesale price paid for the assets. Region-specific buyers will be able to modify or foreclose as appropriate. Based on the ability to generate significant annualized returns and the desire to bridge the gap between Wall St and Main St investors, the Company plans to sell approximately 50%-75% of NPLs within a 120-day period.

Value Add and Retain

Revolve will add value to loans through various forms of borrower outreach and loan modification, converting NPLs into RPLs, which can then be retained for cash flow and/or sold at a premium to passive-RPL investors. Based on the need for a certain amount of cash flow, the Company plans to retain 10%-25% of NPLs for a period.

Fix / Flip

Revolve will complete foreclosure actions or negotiate Deed-In-Lieu of foreclosures (Cash-for-Keys) on certain properties that are vacant/abandoned or that the homeowner cannot afford to keep. These properties will become REO assets and will be sold as-is after basic property maintenance has been completed or will be renovated subject to ARV models and time to completion estimates. Based on its ability to acquire real estate through NPLs at a fraction of today’s value, the Company plans to convert to REO 10%-25% of its portfolio.
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Currently, 87% of Rev Cap’s database are experienced note investors, while 71% of these investors have purchased 10+ notes previously. The clients are located nationwide and 86% of the database prefers investing nationally.

Terms of the Offering

$50,000,000

Minimum Offering: $1,000,000
Minimum Investment: $50,000 (50 units)

The Company is offering a minimum of $1,000,000 and a maximum of $50,000,000 Class A1 and A2 Membership Units at a price of $1,000 per Unit. Upon completion of the Offering between 1,000 and 50,000 Class A1 and A2 Membership Units will be issued.1,0

The Class A Interests shall be subdivided into two (2) classes being A1 and A2. The two sub classes shall differ only with respect to their respective Class A Preferred Return. The minimum investment for a Class A1 Interest is Fifty Thousand Dollars ($50,000.00). The minimum investment for a Class A2 Interest is Two Hundred Fifty Thousand Dollars ($250,000.00).

Distributions of Distributable Cash if any, shall be distributed quarterly, within forty-five (45) days after the end of each calendar quarter. All distributions of Net Operating Cash Flow, if any, shall be distributed as follows: (i) first, to the Class A Members until the Class A Preferred Return has been paid to date, then at the rate of fifty percent (50%) to the Class A Interests issued and outstanding, pro rata and the balance to the Class B Members, pro rata.

Serious Mortgage Delinquencies Are Up. The number of borrowers who are three or more payments past due on their mortgage is up 55% over pre-pandemic levels, according to new data from mortgage technology and data provider Black Knight.

About:

Icaria is a newly formed private loan fund located in Irving, TX. The Manager of the Company is Kythnos Management LLC , and the individual principals of the Manager are Chaz Guinn, Marc Blunden, Ray Schalk, Mika Penttinen and Hayes Brumbeloe, a team of highly experienced professionals with years of experience in the real estate- and distressed mortgage debt markets. The Company’s primary objective is to programmatically acquire, manage and liquidate delinquent 1st lien mortgages backed by residential real estate. The Company will use Mykonos Management LLC d/b/a Revolve Capital (“Rev Cap” or the “Fund Parent”), a related and controlling entity to the Company, to source and underwrite loans for the portfolio.
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Chaz Guinn

Chief Executive Officer

Chaz Guinn serves as Founder and Chief Executive Officer of Revolve Capital and is responsible for driving forward the strategic vision of the company.

Since 2008, Chaz has built and developed multiple real estate investment firms. Having acquired over $1bn directly from Tier 1 banks, Investment Banks, Large Real Estate Funds, GSE’s, and Servicers, Chaz is a market-maker in bringing Institutional and Wall Street investments to Main Street investors. Chaz has structured, negotiated, and raised over $250M from high-net-worth Accredited investors, family offices, and financial institutions.

Chaz holds a Bachelor of Science degree in Finance from Montana State University.

Chaz Guinn serves as Founder and Chief Executive Officer of Revolve Capital and is responsible for driving forward the strategic vision of the company. Since 2008, Chaz has built and developed multiple real estate investment firms. Having acquired over $1bn directly from Tier 1 banks, Investment Banks, Large Real Estate Funds, GSE’s, and Servicers, Chaz is a market-maker in bringing Institutional and Wall Street investments to Main Street investors. Chaz has structured, negotiated, and raised over $250M from high-net-worth Accredited investors, family offices, and financial institutions. Chaz holds a Bachelor of Science degree in Finance from Montana State University.
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Marc Blunden

Chief Operating Officer

Marc Blunden serves as Chief Operating Officer of Revolve Capital and is responsible for working with business partners and external stakeholders to drive positive change.

Marc brings a comprehensive background developing, supporting and streamlining business operations to improve operational effectiveness and drive bottom-line results. He has a proven background in leadership and management including acquisitions, asset management, liquidations, client account management and information systems development to optimize improvements.

Marc holds a Masters of Science degree in Finance and Investment from the University of Brighton, UK.

PPM-Hayes

Hayes Brumbeloe

Chief Development Officer

Hayes Brumbeloe serves as Chief Development Officer of Revolve Capital and is responsible for overseeing the planning and implementation of sales, marketing, and business objectives.

Hayes leads Revolve’s efforts in researching, planning, and implementing new target market initiatives that align with the business’ growth strategy. Hayes brings with him over a decade of experience in management, development, sales and marketing from multiple successful companies that he has started.

Hayes holds a Bachelor of Science degree in Entrepreneurship from Western Carolina University.

Mika-Penttinen-CFO

Mika Penttinen

Chief Financial Officer

Mika Penttinen serves as Chief Financial Officer of Revolve Capital and is responsible for designing and implementing finance operations and strategies.

Mika is a results-driven Senior Global Finance and Operations executive with more than 20 years of experience in growing businesses and delivering increased profitability. Mika helps companies to design and implement financial and operational strategies that fuel high performance teams and bottom-line results.

Mika holds a Master of Science degree in Business Administration and Economics from LUT University.

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Ray Schalk

Acquisitions and Analytics

Ray Schalk serves as Head Analyst of Revolve Capital and is responsible for modeling, acquisitions, risk analysis and liquidation modeling.

Ray has over 25 years of experience in the performing- and non-performing asset industry and specializes in analytics, valuation and risk analysis of fixed income assets, including residential, commercial and consumer loans. He has experience in loan originations & underwriting, exit pricing strategies, conforming & specialized servicing, and capital markets operations.

Ray holds a Bachelor of Science degree in Finance and Accounting from San Diego State University.