International Investor Information
This International & Regulation S Access Disclosure (this “Disclosure”) applies to persons who access Longview Commercial’s website, investor portal, landing pages, social channels, communications, or materials from outside the United States, or who are not U.S. persons. It supplements, and should be read together with, Longview Commercial’s Legal Disclaimer, Website & Investor Portal Terms of Use, Privacy Policy, and Cookie Policy. It is intended to be used on Longview Commercial’s international landing pages and wherever Longview Commercial materials may be accessed by, or directed to, non-U.S. persons.
For purposes of this Disclosure, the following defined terms apply:
- “LVC Holdings” means Longview Commercial Holdings LLC;
- “LVC Management” means Longview Commercial Management LLC;
- “LVC Sponsor” means Longview Commercial Sponsor LLC;
- “Fund I” or the “Fund” means Longview Commercial Opportunity Fund I LLC;
- “Fund I GP” means Longview Commercial Opportunity Fund I GP LLC;
- “Fund I Co-Sponsor” means Longview Commercial Opportunity Fund I Co-Sponsor LLC.
“Longview Commercial,” “we,” “us,” and “our” refer collectively to LVC Holdings, LVC Management, LVC Sponsor, Fund I, Fund I GP, Fund I Co-Sponsor, any future Longview Commercial fund-specific entities, and their respective affiliates, subsidiaries, managers, members, officers, employees, representatives, agents, and authorized service providers, successors, and assigns, as applicable — except where a specific entity is named, in which case the reference is to that entity.
Purpose and Scope
Longview Commercial is organized in the United States. Its website and digital platforms may be accessed globally, but Longview Commercial’s investment opportunities are private, are not registered under the securities laws of the United States or any other jurisdiction, and are not offered to the general public. This Disclosure explains the basis on which Longview Commercial makes information available to non-U.S. persons and the important limitations and restrictions that apply. Nothing in this Disclosure constitutes an offer, solicitation, or invitation in any jurisdiction, and nothing here overrides the applicable offering documents, which control.
No Offer Where Unlawful
The information made available by Longview Commercial does not constitute, and may not be relied upon as, an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security, fund interest, or other investment in any jurisdiction in which such an offer, solicitation, or recommendation would be unlawful, or to any person to whom it would be unlawful to make it. Longview Commercial does not represent that its website, investor portal, materials, or investment opportunities are appropriate, available, authorized, or lawful in any particular jurisdiction. Persons who access Longview Commercial materials do so on their own initiative and are responsible for compliance with all laws applicable to them.
Regulation S — Offshore Transactions Only
Any offering of interests by Longview Commercial or its affiliates to non-U.S. persons is expected to be made only outside the United States in “offshore transactions” to persons who are not “U.S. persons,” in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and, where applicable, on exemptions available under the local laws of the relevant jurisdiction. The interests have not been and will not be registered under the U.S. Securities Act or with any U.S. state or non-U.S. securities regulator, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption. This Disclosure and any related materials are not intended for distribution in, and do not constitute an offer in, the United States.
U.S. Persons and the Separate Domestic Process
Offerings to investors in the United States are conducted only through Longview Commercial’s separate domestic process under Rule 506(c) of Regulation D, which is limited to verified accredited investors. If you are a U.S. person or are located in the United States, you should not rely on this Disclosure or on any international materials; the domestic offering materials and process govern your eligibility. Longview Commercial and Fund I retain sole discretion to determine U.S.-person status and the applicable process.
No Directed Selling Efforts in the United States
Longview Commercial does not intend to engage in any “directed selling efforts” in the United States in connection with any Regulation S offering. Longview Commercial’s public website and social channels (LinkedIn, YouTube, Instagram, and Facebook) may be viewed globally; where content relates to a specific offering, international targeting, boosting, and paid advertising are geo-controlled or reviewed for compliance with U.S. and foreign requirements, and any Fund-related communication links to Longview Commercial-controlled disclosures and the appropriate domestic or international eligibility process.
Eligible Investors and Local-Law Categories
Participation by non-U.S. persons is limited to persons who satisfy the eligibility requirements of Longview Commercial and of their own jurisdiction, which may include professional investors, qualified investors, accredited investors, sophisticated investors, institutional investors, or other categories of eligible persons as defined under applicable local law. Longview Commercial materials directed to non-U.S. persons are intended only for such eligible persons in approved jurisdictions and are not directed at the retail public in any jurisdiction. Longview Commercial may decline to provide information, portal access, or investment opportunities to any person in any jurisdiction where it determines that doing so may be unlawful, restricted, impractical, burdensome, or inconsistent with its policies.
Selling, Resale, and Transfer Restrictions
Interests offered under Regulation S are subject to significant restrictions on offer, sale, resale, pledge, and transfer, including any applicable Regulation S distribution-compliance period, restrictions on offers and sales to U.S. persons or within the United States, prohibitions on certain hedging transactions, and the restrictions and legends set out in the applicable offering and subscription documents. Interests are illiquid, there is no public market for them, and none is expected to develop. You may be required to represent, among other things, that you are not a U.S. person, that you are acquiring interests in an offshore transaction for your own account, and that you will transfer them only in accordance with Regulation S, applicable law, and the governing documents.
Compliance Screening — KYC, AML, Sanctions, FATCA/CRS
Non-U.S. prospects are considered only through Longview Commercial’s separate international workflow, which is designed to address, among other things, country of residence, citizenship, entity formation, tax residence, and current physical location; U.S.-person status; beneficial ownership; FATCA and Common Reporting Standard (CRS) classification; sanctions and anti-money-laundering screening; and source of funds and source of wealth. You agree to provide the information and documentation reasonably requested by Longview Commercial or its service providers for these purposes, and Longview Commercial may decline or discontinue any relationship where required information is not provided or where it determines that proceeding may violate applicable law or its policies.
Taxation and Withholding
Investment by non-U.S. persons may have U.S. and non-U.S. tax consequences, including potential U.S. withholding, reporting, and filing obligations. Longview Commercial does not provide tax advice. Each prospective non-U.S. investor is solely responsible for obtaining advice from its own tax advisors regarding the tax consequences of an investment in its jurisdiction and in the United States.
Currency and Foreign-Exchange Considerations
Investments, capital contributions, and distributions are expected to be denominated in U.S. dollars unless otherwise stated in the applicable offering documents. Non-U.S. investors may be exposed to currency-exchange and foreign-exchange risk, and are responsible for any costs, conversions, and compliance with any applicable foreign-exchange or capital-control rules in their jurisdiction.
Language
Longview Commercial’s website, investor portal, materials, and offering documents are provided in English. You are responsible for ensuring that you understand the materials, and, where you consider it appropriate, for obtaining an independent translation and independent professional advice.
No Advice; Offering Documents Control
Nothing provided by Longview Commercial is individualized investment, legal, tax, accounting, or regulatory advice. Any information regarding an investment opportunity is qualified in its entirety by the applicable offering documents, including the private placement memorandum, operating agreement, and international or Regulation S subscription agreement and questionnaire, together with any country-specific supplements, legends, and transfer restrictions. In the event of any conflict between this Disclosure and the applicable offering documents, the offering documents control. Fund I retains final discretion to accept or reject any prospective investor.
Data Protection and Cross-Border Transfers
Information you provide will be processed as described in Longview Commercial’s Privacy Policy and Cookie Policy, including cross-border transfer to and processing in the United States and other jurisdictions whose data-protection laws may differ from those of your country of residence. Where required by applicable law, Longview Commercial will take steps reasonably designed to support lawful international data transfers.
Relationship to Other Documents
This Disclosure supplements Longview Commercial’s Legal Disclaimer, Website & Investor Portal Terms of Use, Privacy Policy, and Cookie Policy, and does not limit any of them. Where a jurisdiction-specific notice, legend, or supplement is provided with particular materials or in the offering documents, that jurisdiction-specific provision also applies.
Contact Information
This Disclosure is administered by LVC Management on behalf of the Longview Commercial entities. Questions may be directed to:
Legal: legal@longviewcommercial.com
General Inquiries: info@longviewcommercial.com
Short-Form Versions
The following short-form versions are for the international landing-page access gate and for social or communication notices. They summarize this Disclosure and do not replace it; each should link to the full Disclosure and to the offering documents.
A. International Landing-Page Access Gate
Important Legal Notice — Please Read Before Proceeding. The information on the following pages is intended only for persons who are not U.S. persons and who are accessing it from outside the United States, and only for eligible investors permitted under the laws of their own jurisdiction. Longview Commercial’s investment opportunities are private, are not registered under the U.S. Securities Act of 1933 or any other securities laws, and are not offered to the general public. Any offering to non-U.S. persons is made only in offshore transactions in reliance on Regulation S and applicable local-law exemptions. This is not an offer or solicitation in any jurisdiction where that would be unlawful. By selecting “I Confirm,” you represent that: (i) you are not a U.S. person and are not located in the United States; (ii) you are permitted to receive this information under the laws of your jurisdiction; (iii) you are accessing it on your own initiative; and (iv) you agree to Longview Commercial’s Terms of Use, Privacy Policy, Cookie Policy, Legal Disclaimer, and International & Regulation S Access Disclosure. If you cannot make these confirmations, do not proceed. U.S. persons should use the U.S. (Rule 506(c)) process.
[ I Confirm — I am not a U.S. person and am accessing from outside the United States ]
B. Short International / Regulation S Notice (Social, Email, and Communications)
International Notice. Longview Commercial’s investment opportunities are private and unregistered. Any offering to non-U.S. persons is made only outside the United States, in offshore transactions under Regulation S, to eligible investors permitted under their local law, and only through the applicable offering documents. This is not an offer or solicitation in any jurisdiction where that would be unlawful and is not directed to the retail public. U.S. persons are considered only through the separate U.S. (Rule 506(c)) accredited-investor process. Past performance does not guarantee future results.