From time to time, Edly will make opportunities for investments in income based products available to investors who are qualified as “Accredited Investors” (as defined below) and who have expressed an interest in learning about such investment opportunities. No investment opportunity is being offered at this time by Edly and all prospective investors will be given opportunities in the future after verification of their status and an expression of specific interest. When investment opportunities are being offered, a Confidential Private Placement Memorandum (a “PPM”) will be furnished to approved investors on a confidential basis. Sales of the securities may not be consummated unless prospective investors are provided with a PPM. In particular, you should carefully read the “Risk Factors” set forth in the PPM. The information contained in the PPM may not be provided to persons who are not directly concerned with an investor’s decision regarding the investment offered hereby. Investors should make their own investigations and evaluations of any securities offered. The securities, when offered, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws. They will be offered for investment pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act and exemptions from the registration requirements of applicable state securities laws only to persons who are “Accredited Investors,” as defined in Regulation D under the Securities Act. There will be no public market for the offered securities.
This website, and the information being provided to prospective investors at this time, is not an offer to sell or a solicitation of an offer to buy any securities that may be offered in the future by Edly, nor shall any such securities be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.
ANY SECURITIES OFFERED BY EDLY WILL NOT HAVE BEEN RECOMMENDED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY SECURITIES OFFERED BY EDLY WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT IN THE SECURITIES FOR AN INDEFINITE TIME. CERTAIN INFORMATION CONTAINED IN THIS WEBSITE AND IN THE PPM TO BE DELIVERED IN THE FUTURE CONSTITUTES AND WILL CONSTITUTE “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “INTEND,” “CONTINUE” OR “BELIEVE” TO THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS FROM THE ACTUAL PERFORMANCE OF THE SECURITIES MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS.
* Target IRR is presented solely for the purpose of providing insight into Edly’s investment objectives, detailing its anticipated risk and reward characteristics and for establishing a benchmark for future evaluation of investment performance. Target IRR is not a predictor, projection or guarantee of future performance. There can be no assurance Edly’s targets will be met or that Edly will be successful in finding investment opportunities that meet these anticipated return parameters. There is no guarantee as to the quality of any investment or the adequacy of Edly’s methodology for estimating future returns. Target returns should not be used as a primary basis for an investor’s decision to invest. Target returns are presented net of all fees and expenses.
The Sponsor will act as Manager of the Company (or as sub-adviser in particular cases) pursuant to a Series Limited Liability Company Operating Agreement and a Series Designation that will be entered into among the Company, the Manager and the investors, substantially in the form of Exhibit A attached to this Memorandum. The Manager will also act from time to time as an adviser or as a sub-adviser with respect to investments in Student Contracts by “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended. As Manager (or sub-adviser), the Sponsor will be responsible for managing the business of the Company, preparing reports, monitoring the servicing of the Student Contracts and enforcing all of the rights and remedies under the Student Contracts on behalf of the Company and for each of the investors as holders of Student Contract Participations or of other interests in Student Contracts. No investor will have any rights or ability to enforce any remedies against the Student Contract obligors directly. An officer or principal of the Manager or one of its affiliates may own an Interest in the Company or in one or more Student Contracts that are also offered to investors for investment.
Although the Manager intends to manage the Company in the best interests of holders of Interests at all times, it is possible that a conflict of interest may arise between the Manager and its affiliates, on the one hand, and investors holding Interests, on the other hand. To minimize the likelihood of this risk, the Manager will monitor investments to be made by its officers and principals to ensure that these investments at all times remain immaterial to the total funds managed for an investor that invests in the Company or in Student Contracts based on the advice provided by the Manager, whether discretionary or non-discretionary. In addition, the Manager does not intend to allocate or offer investments in the Company or in Student Contracts for investors on the basis of the performance of investments made by officers or principals of the Manager. In no event will officers or principals of the Manager be permitted to invest their own funds in the Company or in Student Contracts if the investment will have a material adverse effect on clients’ interests and cause the Manager to breach its fiduciary duty to these clients.