This confidential summary (this “summary”) is furnished on a confidential basis to a limited number of sophisticated investors for the purpose of providing certain information about an investment in Bainbridge Hershiser income fund, LP, a newly-formed Delaware limited partnership (the “partnership”), and/or associated feeder funds, co-investment funds or parallel investment vehicles collectively referred to herein as the “fund”. By accepting this document, the recipient agrees that it will, and will cause its representatives and advisors to, use the information only to evaluate its potential interest in the fund and for no other purpose and will not, and will cause its representatives and advisors not to, divulge any such information to any other party.
Any reproduction of this information in whole or in part is prohibited. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase interests in the fund. Any such offer or solicitation shall only be made pursuant to the final confidential private placement memorandum of the fund, as amended and/or restated from time to time (the “PPM”), which qualifies in its entirety the information set forth herein and which should be read carefully for a description of the merits and risks of investment in the fund prior to investment in the fund. Any decision to invest in the fund should be made after reviewing the PPM, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the fund.
Neither the fund nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. An investment in the fund will involve significant risks due to, among other things, the nature of the fund’s investments. Investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investment described herein. There will be no public market for interests in the fund and they will not be transferable without the consent of the general partner. Before deciding to invest in the fund, prospective investors should pay particular attention to the risk factors contained in the PPM, including, but not limited to: (i) the fund’s investments may result in a loss of investment; (ii) leveraged investments may present additional capital structure risk; (iii) dependence on key personnel may result in additional operational risk; (iv) the fund will be managed exclusively by the general partner and investors will not have any right to participate in the management or business of the fund; and (v) the fund does not have any assets and has not identified any specific assets that it will seek to acquire and manage in the future.
The general partner and its affiliates reserve the right to modify any of the terms of the fund and the offering described herein. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not indicative of future results, and there can be no assurance that the fund will achieve comparable results or that any targets will be met. In addition, there can be no assurance that unrealized investments will be realized at the valuations shown as actual realized returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Certain information contained in this presentation constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results of the actual performance of the fund may differ materially from those reflected or contemplated in such forward-looking statements.
None of Bainbridge Hershiser income fund, LP, Bainbridge Hershiser Holdings, LLC or its affiliates provide any tax advice. Any tax statement herein regarding any U.S. Federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.