Mainstreet Investment LP (“The Fund”), is a Cayman Islands limited partnership established for the purpose of issuing one of the first digital token security in the world that is backed by real assets and provides real investment returns to holders. The fund will invest private equity funds for the purchase of US-based middle market operating companies, fund-of-funds, real estate, and blockchain technology.
We want to modernize private equity and provide investors with the opportunity to reap the returns of strong operating businesses in the US they currently don’t have access to, amid low-yielding bonds, high risk equity picks, and profit-erasing fees of mutual funds. Furthermore, through securing an excellent portfolio of assets we will focus on developing powerful synergies with our blockchain and bitcoin opportunities to create even greater value and returns to our investors and the respective industries we’re involved in.
The fund will be issuing tokens, MITs (Mainstreet Investment Tokens), in order to raise capital and to represent equity ownership and distribution rights for the assets within the portfolio. They will be distributed and tracked through the Ethereum Virtual Machine (EVM) using two smart contracts. The first contract to create and launch the token, the second for locating the current holder and sending of quarterly distributions.Intellisys Capital, LLC Managing Entity & Co-owner of The Fund
Intellisys Capital, LLC is the managing member and co-owner of the fund. Intellisys is responsible for all management duties, financing and debt obligations as the fiduciary on behalf of MIT investors. This includes discovering new acquisition targets, negotiating terms of the deals, and executing on the current pipeline of portfolio assets. Co-founded by Granger and Shrem, the two, along with an experienced team of managers and advisors, aim to change the landscape of private equity.Jason Granger
Founder & CEO
Since 2004, Mr. Granger has successfully built large teams in banking, real estate, construction, and private equity. Recently he led a four-year joint venture partnership with AIG equating to a $405 Million equity commitment in a $2 Billion real estate development platform for First & Main™ senior living as SVP of The Granger Group.Charlie ShremFounder & CTO
Shrem is a Bitcoin Pioneer, founder of the Bitcoin Foundation (Vice-Chairman 2012- 2014) and former CEO of BitInstant, one of the earliest and largest Bitcoin companies processing 30% of all Bitcoin/USD volume. Recently, Shrem has developed joint ventures between traditional finance companies and Bitcoin companies like Payza.com.Jeremy Lehman
Mr. Lehman is a fintech investor and operating advisor, who has sourced investments and guided execution in numerous ventures and growth equity companies. Previously Mr. Lehman was EVP, Global Product Development and Operations (CIO) at Experian and held officer positions at Barclays, Citigroup, Thomson Reuters, and Microsoft.Paul Puey
Mr. Puey is CEO and Co-Founder of Airbitz, the leading single-sign-on security platform for blockchain technology and decentralized applications. Airbitz has won accolades including being one of the top 3 mobile apps for bitcoin in the 2014 Blockchain Awards and being voted in the 'Top 50 FinTech Companies to Watch' by AlwaysOn Inc.Jered Kenna
Mr. Kenna is the Founder and CEO of Tradehill, the first US Bitcoin Exchange, an investor specializing in start-ups, and an entrepreneur at heart. In addition to Tradehill, Jered also owns 20Mission, a “Hacker Hotel” and startup accelerator in the Mission District of San Francisco as well as 20mission Brewing in Medellin, Colombia.Thomas Holzinger
Mr. Holzinger is the Asset Manager at JetLevel and General Manager for NEFT Vodka. Mr. Holzinger has 10 years’ unique experience in aviation in general and with special focus on management. He has developed a new business concept of aircraft acquisition, financing and managing $250M in assets.Lisa Cheng
Ms. Cheng is the founder of The Vanbex Group, one of the largest full service Blockchain consultancy groups and Etherparty. Previously, Ms. Cheng led Communications for Ethereum and Business Development for Mastercoin and currently serves on the Blockchain Committee with the Standards Council of Canada.Daniel Winters
International and Bitcoin Tax Compliance - Global Tax Accountants, LLC.L. Mazzola
Mr. Mazzola has extensive qualifications in financial sales, project planning, and documentation. He is experienced in evaluating business and purchasing opportunities with 20 years experience in financial analysis, sales and customer service.
The Fund’s initial token offering, or “ITO”, of the Fund’s MIT will be capped at $25,000,000, plus an amount equal to 10% thereof as a holdback for future investment opportunities in the portfolio, for a total offering amount of $25,000,000. The ITO will extend for 60 days. Eligibility to invest in the Fund and acquire MIT is open globally; however, no residents of the United States or European Union may participate. The $25,000,000 goal of the ITO raise is based on the Intellisys acquisition pipeline, which includes a number of assets currently in different stages of analysis and negotiations. At the ITO’s termination, Intellisys will burn any MIT that have not been purchased (e.g., send the un-sold MIT to a public but un-spendable address.Token Name:
MIT Public Symbol:
8 Holdback Allocation:
Created at the beginning of the sale and will be used for additional investment and working capital needs for existing investments.Raise cap:
$25M US Distributions:
To be issued via Smart Contract to registered token holders in compliance with anti-money laundering, risk management and know your customer procedures. Accepted Coins:
BTC, ETH. The fund will be issuing a security on the Ethereum network as part of its commitment to their investors for transparency and liquidity.
Start Date: January 23, 2017 at 8:00 UTCInitial Token Offering (“ITO”)
End Date: March 23, 2017 at 20:00 UTCDownload the Initial Token Offering Memorandum (ITOM) V.2
and the Intellisys Prospectus Document - Sanitary Waste Business
Mainstreet Investment Token (“MIT”) Location:
100% owned by MIT holders The Fund
Mainstreet Investment, LP Location:
MIT holders and Intellisys General Partner
Intellisys Capital, LLC (“Intellisys”) Location:
75% owned by Jason Granger 25% owned by Charlie Shrem Bulk Discounts (stacked)
$2,000,000+ = 7.50%
$500,000 - $1,999,999 = 3.75% mainstreet.kyNon-bulk Discounts
Week 1 = 10.00%
Weeks 2 - 4 = 5.00%
Weeks 5 and beyond = 0.00%ETH/MIT Conversion
MIT/ETH (set at time of sale) = ~10/1
MIT Par Value ($) = $1.00 MIT Valuation
Expected Raise = $25,000,000
Tokens Offered before Discount = 25,000,000
Anticipated Average Discount Value = 0.90
Est. Tokens Offered after Discounts = 27,777,778
Anticipated Opening Price = $0.90 Founder Eth address:
TBCPublic Multi-Sig co-Signer 1:
TBCPublic Multi-Sig co-Signer 2:
TBCPublic Multi-Sig co-Signer 3:
The ETH accepted during the ITO will be held in a 3-of-4 multisig account.
BTC will be captured by the exchange handling the ITO, AML, and KYC for this project, and will be immediately converted to ETH and also sent to the multisig account.
Key holders for the ETH multisig will be Intellisys (2) Cooley (1) and Vanbex Group (1).
Public addresses are TBD and will be released when created.
The Partnership shall make distributions of distributable cash net of a 5% management fee on original capital to the extent constituting (i) proceeds of a Disposition of a Portfolio Investment, (ii) income, dividends, distributions or interest from a Portfolio Investment, within a reasonable period of time following the end of the fiscal period in which such amounts are received and (iii) income from Temporary Investments, within a reasonable period of time following the end of the fiscal year in which such amounts are received or more frequently in the sole discretion of the General Partner, in each case in the order of priority set forth below.
The amount apportioned to each Limited Partner shall be distributed as follows:
- Preferred Return: First, 100% to such Limited Partner until distributions to such Limited Partner of Distributable Cash on a cumulative basis pursuant to this clause (1) equal the Preferred Return;
- Catch Up: Second, 100% to the General Partner until distributions to the General Partner of Distributable Cash on a cumulative basis as Carried Interest Distributions equal the carried interest percentage of all distributions of Distributable Cash made pursuant to the fund agreements; and
- Carried Interest Split: On any balance, (i) 50% to such Limited Partner and (ii) 50% to the General Partner in the event that the General Partner has guaranteed the debt for a particular pool of assets. In the event that the General partner or it’s owners has no recourse for an investment, then the payment of Carried Interest balance shall be (i) 80% to such Limited Partner and (ii) 20% to the General Partner. There will also be a redistribution provision for debt-paydown requirements in the event that these would require the use of MIT funds for those paydowns, which would revert to an 80/20 split in those cases to protect investor interests.
Acquisition targets for the Fund will be purchased using a leveraged buyout structure. This structure helps to achieve better returns and also shifts a majority of the risk on to Intellisys, the general partner. Funds raised through the ITO, will be used to purchase a portion of the target asset, but the majority will be financed through outside debt secured personally by Jason Granger.
For example, Portfolio Asset #1’s total purchase price might be $5mm. Investors will put up $1mm (20% of the purchase price), and Intellisys secures the debt $4mm (80%). With this structure token holders are effectively gaining an additional 10% interest (or a 50% increase from original investment value) as they own 30% of the asset but will have invested 20% ($1mm of the $5mm needed). Further, If Portfolio Asset #1 were sold for $5mm after a few years of operations and debt service payments, the investment would be worth a minimum of $1.5mm. The incentive for Intellisys is to provide operational excellence and grow the value of the company to earn profits for itself.
Intellisys will, in conjunction with its Board of Advisors, approve annual operating budgets for each asset held in the Fund, which will outline annual financial goals, including projected income and expenses, debt obligations, capital expenditures and estimated investor returns. Available cash will be distributed on a quarterly basis after payment of all expenses (i.e., capital expenditures, debt obligations) and setting aside reasonable reserves.
As the Fund’s general partner, Intellisys is responsible for all Fund decisions, including relating to the Fund’s portfolio holdings and working with the Board of Advisors to ensure that decisions work for the good of the Investors. From a nancial perspective, an Investor might look at the structure detailed above and think, “If the a portfolio company performs exceptionally well, the general partner stands to make a lot more money in this transaction than investors.”
However, considering that the general partner does all of the heavy lifting in a deal, while Investors are paid a Preferred Return, it is logical for the general partner to expect to earn a greater share of profits. Investors rely on the general partner to do the following, among other things:1.
Source and identify portfolio companies 2.
Underwrite and discover hidden value3.
Pursue, negotiate and win deals4.
Develop company business plans 5.
Negotiate purchase and sale agreements6.
Conduct thorough due diligence7.
Provide personal debt guarantees 9.
Perform and manage capital expenditure projects12.
Execute asset business plans
DISCLAIMER: THE INTERESTS DESCRIBED HEREIN ARE NOT BEING OFFERED TO RESIDENTS OF THE EUROPEAN UNION OR THE UNITED STATES, AND HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY EUROPEAN UNION OR UNITED STATES STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. THE INTERESTS WILL BE OFFERED AND SOLD UNDER EXEMPTIONS UNDER THE LAWS OF THE JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) OR SIMILAR LAWS. CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTIONS OF THESE ACTS.
THE FUND’S INVESTMENTS WILL BE CHARACTERIZED BY A HIGH DEGREE OF RISK, VOLATILITY AND ILLIQUIDITY. A PROSPECTIVE INVESTOR SHOULD THOROUGHLY REVIEW THE CONFIDENTIAL INFORMATION CONTAINED HEREIN AND THE TERMS OF THE FUND AGREEMENT AND SUBSCRIPTION AGREEMENT, AND CAREFULLY CONSIDER WHETHER AN INVESTMENT IN THE FUND IS SUITABLE TO THE INVESTOR’S FINANCIAL SITUATION AND GOALS.
CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, NEITHER THE FUND, INTELLISYS, NOR THEIR RESPECTIVE AFFILIATES ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.