About Inspirato
Inspirato LLC (“Inspirato”) is a luxury hospitality subscription company that manages and operates an inventory of luxury vacation homes, hotels, properties and experiences (the “Inspirato Collection”). Individuals who purchase certain passes or memberships through Inspirato (“Inspirato Members”) have exclusive access to properties and travel experiences through the Inspirato Collection. Inspirato is not a real estate broker and does not represent potential buyers or sellers in any real estate transaction.
The Purchase-and-Lease Program
This information statement (“Information Statement”) is intended to provide important information about Inspirato’s Real Estate Purchase-and-Lease Program (the “Purchase-and-Lease Program”). It does not constitute an offer to sell or a solicitation of an offer to buy any interests in Inspirato or its Purchase and Lease Program or any other securities. The information provided in this overview is not and should not be considered a recommendation to purchase or sell any particular interest or security.
Inspirato has created the Purchase-and-Lease Program to offer multi-year term leasing arrangements (a “Lease Agreement”) to owners of newly acquired real estate, typically involving single family luxury properties located in certain destination areas in the United States (a “Property”). Through the Purchase-and-Lease Program, Inspirato and Property owners (“Participating Owners”) will enter into a negotiated Lease Agreement under which Inspirato will (i) generally make an upfront capital investment in the Property; (ii) be the exclusive lessee of the Property (for the benefit of Inspirato Members to occupy and use in accordance with Inspirato’s membership plans); and (iii) serve as the exclusive property management service provider. Participating Owners should consider their participation in the Purchase-and-Lease Program as making an investment in a Property that will be leased to Inspirato for a fixed period of time. The viability of the Purchase-and-Lease Program is dependent on the overall success of Inspirato.
The following provides a description of the Purchase-and-Lease Program including typical lease terms and other information that prospective Participating Owners should know prior to entering into a Lease Agreement and, where applicable, deciding to purchase a Property with the intention of participating in the Purchase-and-Lease Program.
Important Considerations
Prospective Participating Owners must rely on their own assessment and evaluation of purchasing a Property with the intention of participating in the Purchase-and-Lease Program, including the overall merits and risks involved in purchasing and owning investment vacation properties. Ownership of investment vacation properties presents unique financial risks some of which are described below. No assurance can be made that Participating Owners will achieve any particular financial returns under the Purchase-and-Lease Program or otherwise from the Property. Such an undertaking should therefore be considered only by sophisticated individuals who can bear the economic risks of such ownership. See below under “Certain Risk Factors” for a description of some of these considerations.
Prospective Participating Owners EXPRESSLY ACKNOWLEDGE THAT WITH RESPECT TO ESTIMATES, FORECASTS AND PROJECTIONS PROVIDED IN CONNECTION WITH PROPERIES THAT MAY PARTICIPATE IN THE Purchase-and-Lease Program, (i) NO ASSURANCE CAN BE GIVEN REGARDING THE ACCURACY OR APPROPRIATENESS OF THE ASSUMPTIONS AND JUDGMENTS MADE, OR THE METHODOLOGIES USED AND SUCH ESTIMATES, FORECASTS AND PROJECTIONS ARE FORWARD-LOOKING STATEMENTS AND INVOLVE RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THE ESTIMATES, FORECASTS AND PROJECTIONS. ACCORDINGLY, ANY PROSPECTIVE PARTICIPATING OWNER SHOULD RELY ON SUCH ESTIMATES, FORECASTS AND PROJECTIONS AT ITS OWN RISK.
Where Inspirato refers prospective Participating Owners interested in purchasing a Property to certain real estate brokers, Inspirato may receive a referral fee if the Prospective Participating Owner purchases a Property. Importantly, any referral fee paid to Inspirato by a real estate broker will be paid from the total fee or real estate brokerage commission paid to a real estate broker in connection with the purchase of a Property and will not increase the fees or real estate brokerage commissions paid by Prospective Participating Owners. The terms of any referral fee may also be included in a Lease Agreement between Inspirato and a Participating Owner.
Prospective Participating Owners are invited to ask questions of, and obtain additional information from, Inspirato regarding the Purchase-and-Lease Program. A prospective Participating Owner should not participate in the Purchase-and-Lease Program unless satisfied that they have received all information that would enable them to evaluate whether or not they should be based upon their own financial circumstances and objectives.
Summary of Lease Agreement Terms
Each Lease Agreement will be specifically negotiated with Participating Owners. The following summarizes customary key provisions of Lease Agreements. This summary is subject to, and qualified in its entirety by, the actual terms of the Lease Agreement entered into by Inspirato and a Participating Owner. The Lease Agreement and documents referred to therein, and the Participation Eligibility Questionnaire attached as Schedule A (together, the “Program Documents”) should be reviewed carefully prior to deciding to purchase a Property with the intention of participating in the Purchase-and-Lease Program:
The terms summarized above should not be viewed as a comprehensive or accurate description of all material provisions of the Lease Agreement between a Participating Owner and Inspirato. Any of these provisions are subject to change in the Lease Agreement actually entered into. Prospective Participating Owners should therefore carefully review the Lease Agreement prior to signing it and seek advice of its own legal, financial and/or tax advisers prior to doing so.
Summary of Property Management Terms
As per the terms of the Lease Agreement between a Participating Owner and Inspirato, Inspirato will serve as the exclusive manager of a Participating Owner’s Property in the Purchase-and-Lease Program. Participating Owners understand and unconditionally agree that Participating Owners will have no right to utilize a property management company for a Property in the Purchase-and-Lease Program other than Inspirato during the term of any Lease Agreement.
Lease Agreements will identify Inspirato’s responsibilities for managing a Participating Owner’s Property.
Inspirato will exercise due diligence and make reasonable efforts to protect the Participating Owner’s Property. Inspirato will use reasonable efforts to manage the property with regard for the rights, safety, and health of those lawfully on the premises.
Participating Owners are expected to cooperate fully with Inspirato for matters that are related to Inspirato’s ability to manage the Property.
Participating Owners who elect to sell a Property during a Lease Term agree to notify any prospective purchaser of the Property of the nature of the Lease Agreement and Inspirato’s exclusive service as the exclusive property management company during the term of the Lease Agreement.
Certain Risks to Consider
The purchase of a Property and participation in the Purchase-and-Lease Program should be undertaken only by sophisticated persons as such activity could result in financial loss. Prospective Participating Owners should carefully consider the following and consult their own legal, tax and/or financial advisers with respect to such matters. The following summary is not meant to be an exhaustive listing of all potential considerations associated with the purchase of a Property and participation in the Purchase-and-Lease Program and does not imply that there are no other substantial risks.
Leasing a Property to Inspirato pursuant to the Purchase-and-Lease Program presents certain risks to consider, including the following:
Independent of the Purchase-and-Lease Program, investing in vacation investment properties presents unique risks that should be considered independently of leasing such properties to Inspirato:
Eligibility Requirements
When Inspirato promotes the economic benefits of its Purchase-and-Lease Program to prospective Participating Owners, such arrangements could constitute investment contracts under federal or state securities laws. Prospective Participating Owners should be aware that the Purchase-and-Lease Program may be considered a private securities offering and has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities law, because the offering of such participation rights will be exempt from registration pursuant to Rule 506(c) of Regulation D of the Securities Act and only available to prospective Participating Owners who satisfy certain eligibility requirements described below. No public or other market will develop for the interests.
Participating Owners must be US persons that qualify as “accredited investors” as defined in Regulation D under the Securities Act of 1933, and a Property in the Purchase-and-Lease Program must be in the United States. Accredited investors are able to appropriately evaluate the risks and merits of participating in the Purchase-and-Lease Program and to withstand the loss of all or a substantial portion of their investments in a Property through their participation in the Purchase-and-Lease Program. Participating Owners must complete a Participation Eligibility Questionnaire in the form of Schedule A attached to this Information Statement. The satisfaction of these standards does not necessarily mean that participation in the Purchase-and-Lease Program are a suitable investment for a Participating Owner. Participation in the Purchase-and-Lease Program is not intended as a complete investment program but should be viewed as one component in the development of a balanced allocation of investment capital.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Purchase-and-Lease Program described in this Information Statement or passed upon the adequacy or accuracy of the information provided. Any representation to the contrary is a criminal offense. In addition, this Information Statement does not constitute an offer or solicitation to prospective Participating Owners in any state or other jurisdiction in which an offer or solicitation is not authorized.
SPECIAL NOTICE TO FLORIDA RESIDENTS: The Purchase-and-Lease Program has not been registered under the Florida Securities and Investor Protection Act (the “Florida Act”). Each prospective Participating Owner who is a Florida resident should be aware that Section 517.061(11)(a)(5) of the Florida Act provides, in relevant part, as follows: “When sales are made to five or more persons in this state, any sale in this state made pursuant to this subsection is voidable by the purchaser in such sale either within 3 days after the first tender of consideration is made by such purchaser to the issuer, an agent of the issuer, or an escrow agent or within 3 days after the availability of that privilege is communicated to such purchaser, whichever occurs later.” To accomplish this, a Participating Owner need only send a letter or telegram to Inspirato at the address shown herein within such three (3) day period, stating that he or she is voiding and rescinding the Lease Agreement. If any Participating Owner sends a letter, he or she should do so by certified mail, return receipt requested, to ensure that the letter is received and to evidence the time of mailing. The availability of the privilege to void sales pursuant to Section 517.061 of the Florida Act is hereby communicated to each Florida offeree.
Availability of Additional Information
In making a decision about whether to participate in the Purchase-and-Lease Program, prospective Participating Owners should rely only on the information contained in this Information Statement and the other Program Documents. Inspirato has not authorized anyone to provide information different from that contained in the Program Documents. Each prospective Participating Owner should disregard any other information it has received from any other source, orally or in writing. Inspirato will make available to each potential Participating Owner and such Participating Owner’s legal, tax and financial advisors, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchase-and-Lease Program.
Additional Terms Applicable to Services Provided by Inspirato
If you have been granted access to certain non-public portions of Inspirato’s website (the “website”) through a uniquely assigned Investor log-in or by acknowledging you meet certain criteria to evaluate the Purchase-and-Lease Program (“Investor Sections”) as either someone who desires to become a Participating Owner or a representative of a Participating Owner, your use of the Investor Sections may also be governed by applicable other agreements and by all applicable laws and regulations. All information available through the Investor Sections of the website is confidential and proprietary to Inspirato. This includes all investment-related information, estimations, and results, offering materials, financial statements and other information provided through the Investor Sections of the website. You will use best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those expressly permitted by Inspirato in writing.
If you have been granted access to the Investor Sections by Inspirato, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Investor Sections of the website through your account, whether such use is made by you or anyone else. You must immediately notify Inspirato of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your log-in information. You acknowledge and agree that the content on the website, including the Investor Sections, is solely for general, informational purposes and nothing contained in the Site may be construed as a recommendation or representation of suitability or endorsement of any security or investment and any information generally contained on the website and not contained in the Investor Sections may not be relied upon in connection with any offer or sale of securities or other assets.
Offering materials regarding the Purchase-and-Lease Program are approved only by Inspirato. Inspirato is not providing the Investor Sections of the website to provide investment or other advice, and nothing herein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that the content on the website does not provide any tax, legal, accounting or other professional advice.
In making an investment decision, potential Participating Owners must rely on their own examination of a Property and an investment, including the merits and risks involved. Before making any investment, an investor should thoroughly review the confidential offering documents with the investor’s financial, legal and/or tax advisor to determine whether an investment is suitable for the investor in light of the investor’s investment objectives, financial circumstances and tax situation. The information contained on, or comments expressed on, the website may include certain prior indications of past investment performance. In considering such prior performance information, prospective Participating Owners should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that an investment will, or is likely to, achieve comparable results to those achieved in the past, or that significant losses will be avoided.
Market analyses and statements of opinions provided on the website are inherently uncertain and are based on a number of assumptions. Prospective Participating Owners should carefully review information regarding any such analyses and underlying assumptions.
Certain information on the website may contain certain “forward-looking statements” about Inspirato which can be identified by the use of words such as “may”, “will”, should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, or “believe” or similar expressions. Inspirato undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results, or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.
For additional Legal Notices and Disclaimers, please visit: https://www.inspiratorealestate.com/footer-pages/legal
PARTICIPATION ELIGIBILITY QUESTIONNAIRE
Inspirato Real Estate is wholly owned and operated by Inspirato and is subject to Inspirato’s privacy policy. Inspirato® is a luxury hospitality company that includes a private travel subscription that requires a non-refundable Initiation Fee and either an Annual Membership Fee or Monthly Membership Fee, as applicable. Travel is subject to acceptance of terms and conditions and other eligibility requirements. Availability, benefits, and nightly rates and taxes may vary by accommodation, date and membership or travel option selected. See website for complete details. Inspirato is owned by Inspirato LLC and operated by its subsidiary Best of 52, LLC, 1544 Wazee Street, Denver, CO 80202, contact@inspirato.com, 303-586-7771. Operator is registered as Florida Seller of Travel Registration No. ST38403; Washington Seller of Travel Registration No. UBI603086598; California Seller of Travel Registration No. CST 2107465 (registration as a seller of travel in California does not constitute approval by the State of California and Operator is not a participant in the California Travel Consumer Restitution Fund). Pursuant to Haw. Rev. Stat. § 468L-1 et. seq., operator maintains a Hawaii travel agency trust account named "Best of 52, LLC Client Trust Account" at First Hawaiian Bank, 215 Papalaua Street, Lahaina, Hawaii 96761. ©2022 Inspirato LLC.