10% preferred return. 99 operating beds. One family behind it.
A $2,000,000 preferred equity raise into Velora's operating senior living group. Accredited investors only. $25,000 minimum.
The deal, in six tiles.
Total preferred equity raise.
Annual, cumulative, paid before common equity.
Accredited investors only.
Verified accreditation required.
Affiliated issuing entity of Fremont Developers.
Return of capital at sale, refi, or fund wind-down.
Why preferred equity, first.
Preferred equity sits between senior debt and common equity in the capital stack. Lower risk, capped upside, paid before common holders. Built for investors who want operating cash flow without first-dollar risk.
Capital stack. Preferred equity is the middle slice.
What the 10% pref actually means.
Every year, the fund owes preferred investors 10% of their committed capital before any distribution flows to common equity. If the operating business doesn't produce enough cash to cover the pref in a given year, the unpaid portion accrues — it doesn't disappear. It sits on the books as an obligation senior to common equity, and compounds until paid.
In plain English: senior debt gets paid first. Preferred equity gets paid next. Common equity — the developer's own stake — only gets paid after preferred is fully current on both running and accrued pref. That alignment is the point. Common can't win unless preferred gets paid.
Preferred is not debt. It has no fixed maturity date, no personal guarantee, and no right to force a sale. The trade-off is that the return is capped at the pref rate (no upside participation) and the position is subordinate to senior debt.
Where the $2 million goes.
Dos Palos opening
Furniture, fixtures, and equipment to complete the 58-bed Dos Palos community ahead of the July 2026 opening — licensed resident rooms, dining, memory care wing, therapy.
Lease-up bridge
Approximately 18 months of operating working capital bridging Dos Palos from opening day to stabilized occupancy (projected month 15–18).
Demand acceleration
Referral partnerships with hospitals, SNFs, and physicians. Community events. Family counselor program. All aimed at compressing lease-up timeline.
Ops optimization
Incremental capex and staffing upgrades at the operating 41-bed Chowchilla community to lift NOI and support the Velora brand.
Two communities. 99 beds.
Preferred equity is only as strong as the operating business behind it. Here's what the $2M sits on top of.
Velora Dos Palos
58-bed RCFE in Merced County. Assisted living plus secured memory care wing. Private and companion suites, chef-led culinary, physical therapy on site, Securitas Arial nurse-call integration. Administrator: Elizabeth Prasad.
- 58 licensed beds
- Opens July 2026
- RCFE licensed by CA DSS
- Projected stabilization: month 15–18
Golden Years Chowchilla
41-bed assisted living community in Madera County with respite care capability. Currently operating with a seasoned team. The stabilized earnings baseline behind the fund.
- 41 licensed beds
- Operating
- Assisted living + respite
- Contributes to fund cash flow from Day 1
When you get paid.
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i.
Quarterly distributions begin at 60% occupancy
Distributions are paid quarterly once Velora Dos Palos reaches 60% stabilized occupancy — projected around month 9. Chowchilla cash flow contributes from Day 1 but is retained until the combined operation supports full running pref coverage.
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ii.
Accrued-unpaid preferred accumulates
During the pre-opening and lease-up window, the 10% preferred return accrues without being paid. Accrued pref compounds and must be satisfied before any common equity distribution — from operating cash, refinance proceeds, or sale.
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iii.
Return of capital at sale, refi, or wind-down
At the fund's target 5-year mark — or on refinance, portfolio sale, or wind-down — preferred capital is returned in full along with any accrued and unpaid pref. Common equity receives whatever remains.
What $50K, $100K, or $250K looks like.
Illustrative only. Assumes the 10% preferred return is paid in full annually and capital is returned at the 5-year mark. Not a guarantee.
| Invested | Annual preferred | Cumulative 5-year pref | Total return at exit |
|---|---|---|---|
| $50,000 | $5,000 / year | $25,000 | $75,000 (capital + accrued pref) |
| $100,000 | $10,000 / year | $50,000 | $150,000 (capital + accrued pref) |
| $250,000 | $25,000 / year | $125,000 | $375,000 (capital + accrued pref) |
Assumes return of capital plus accrued pref at exit. Actual distributions depend on operating performance, occupancy ramp, and the timing of sale or refinance. See PPM for full mechanics, including what happens if pref is only partially paid in any given year.
Five steps, one week to subscribed.
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i.
Inquire
Submit the form below or email investors@fremontdevelopers.com. We respond within one business day to schedule a 20-minute call.
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ii.
Accreditation verified
Verification via investor questionnaire with supporting income or net-worth documentation. Valid 90 days.
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iii.
PPM and subscription docs
Private Placement Memorandum, Operating Agreement for Tranquil Path LLC (as Velora Living Fund I), and Subscription Agreement.
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iv.
Funded
Execute the Subscription Agreement and wire capital to the named escrow. Capital call confirmation within two business days.
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v.
Quarterly reporting
Quarterly investor reports covering occupancy, cash flow, pref coverage, accrued balances, and operational updates. Annual K-1 by March 15.
Who runs the money.
Four roles. Same four every quarter, every year, every report.
Rishi Khanna
Managing Member of Tranquil Path LLC. Founder of Fremont Developers. 25+ years operating Bay Area real estate and senior housing.
Elizabeth Prasad
Administrator of Velora Dos Palos. Responsible for day-to-day operations, staffing, resident care, and regulatory compliance at the 58-bed community.
To be named
Named in PPM. Responsible for fund-level bookkeeping, K-1 preparation, and tax filings. Independent of the general partner.
To be named
Named in PPM. Annual financial audit of fund statements, consistent with RIA-era investor protection standards.
What could go wrong.
Operationally intensive
Senior housing is a 24/7 regulated operating business — not a passive real estate asset. Labor, clinical, and resident satisfaction all matter.
COVID-era reminders
Congregate senior living was uniquely exposed to the 2020 pandemic. A future infectious-disease event could disrupt occupancy, revenue, and operations.
Occupancy risk
Velora Dos Palos must ramp to stabilized occupancy on or near projected timeline. Extended vacancy delays distributions and can erode pref coverage.
Labor cost risk
Caregiver and nursing wages have risen faster than consumer inflation in California. Sustained wage pressure compresses NOI and pref coverage.
Regulatory risk
California Department of Social Services (CA DSS) regulates RCFEs. License actions, new regulation, or inspection findings could impact operations.
Preferred equity is not debt
The 10% pref is contractual, not guaranteed. Unpaid pref accrues but is not a debt obligation. Return of capital depends on operating performance and exit.
Questions, answered.
How is the 10% preferred return taxed?
Preferred equity distributions from Tranquil Path LLC are generally treated as ordinary income and reported on an annual K-1. Your specific tax treatment depends on your state, entity, and basis — consult your CPA.
What happens if the fund can't pay the full 10% in a given year?
Unpaid pref accrues at 10% and compounds. It remains senior to common equity. It must be satisfied in full before common distributions, and at exit before any common distribution of sale or refinance proceeds.
Can I get my money out earlier than 5 years?
The fund is illiquid. There is no mechanism for voluntary early redemption. Capital is returned at the fund's target 5-year mark, or upon earlier sale, refinance, or wind-down events.
Is the 10% pref guaranteed?
No. Preferred equity is equity, not debt. The 10% rate is contractual and senior to common equity, but it depends on the operating business producing sufficient cash. Unpaid pref accrues; it is not a guaranteed payment.
What's the difference between this and buying a bond?
A bond has a fixed maturity, a contractual interest obligation, and typically a security interest. Preferred equity has no fixed maturity, no right to force payment, and no security interest. In exchange, preferred equity participates in the upside of the underlying business up to the capped pref rate.
Who holds common equity?
Fremont Developers principals and affiliated operating entities hold common equity. That alignment matters — common equity doesn't see a dollar until preferred is fully current on running and accrued pref.
Can I invest from an IRA or Solo 401(k)?
Self-directed IRAs can typically invest in private preferred equity, subject to UBTI (unrelated business taxable income) considerations. Consult your custodian and tax advisor before subscribing from a retirement account.
Velora Living Fund I is offered under Regulation D Rule 506(c) of the Securities Act of 1933. Participation is limited to verified accredited investors as defined by SEC Rule 501. Third-party accreditation verification is required before offering documents are released. The offering is exempt from registration under federal and state securities laws but is not exempt from fraud and anti-manipulation provisions. An investment in Velora Living Fund I involves significant risk, including possible loss of principal.
Velora Living Fund I PPM.
Documents released to accredited investors after verification. We respond within one business day.
Velora Senior Living communities operate under California Department of Social Services, Community Care Licensing Division. Velora Dos Palos license application pending. Golden Years Chowchilla holds an active RCFE license. Care services are provided by Golden Years Living LLC and affiliated operating entities. This website does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer or solicitation will be made only by means of a Private Placement Memorandum delivered to verified accredited investors. Investments involve risk, including possible loss of principal. Past performance is not indicative of future results. Securities are offered through Tranquil Path LLC under Regulation D Rule 506(c). All investors must be accredited as defined by SEC Rule 501.