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Private Real Estate Debt Fund
Backed By Essential Retail Assets

Private Real Estate Debt Fund Backed By Essential Retail Assets

GB Capital Fund is a private real estate debt fund offering income-focused promissory notes secured by necessity-based retail properties in high-growth U.S. markets.
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Offered under Rule 506(c) to accredited investors only.
For informational purposes only. Not an offer. Any offering is made only pursuant to the Fund’s Private Placement Memorandum and related subscription documents.
Why This Fund

A promissory note structure designed for investors seeking income orientation and real estate security (subject to terms and risks).

GB Capital Fund, LLC is formed to raise capital primarily to make real estate investments. Investors purchase promissory notes, and the Fund deploys capital into investment activities described in the offering materials.

Accredited investors (Rule 506(c)

Promissory notes

Real estate security

Semi-annual interest distribution dates (per terms)

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How The Fund Deploys Capital

The Fund engages in real estate investment activities, including real estate ownership and real estate credit opportunities (as described in offering materials).
  • Acquire, rehabilitate, reposition, rent, develop, manage, and sell real estate
  • Purchase mortgage notes and tax or other liens
  • Provide financing to affiliated and unaffiliated borrowers on real estate assets
  • Participate in secondary/junior positions or credit-line positions alongside outside lenders
  • Engage in partnerships or joint ventures where appropriate (per offering materials)

Why We’re Different

A diversified strategy toolkit and a simple promissory note structure—built for clarity, disciplined execution, and investor alignment (subject to terms and risks).

GB Capital Fund is designed to keep the structure straightforward and the process document-driven. We focus on necessity-based retail real estate and diversify across multiple investment categories to help manage concentration risk.

Rather than complex waterfall structures and aggressive projections, the Fund uses promissory notes with stated interest terms by class. Our goal is to communicate clearly, avoid overpromising, and execute consistently—subject to the offering documents and market conditions.

Diversified Across Four Categories

We diversify across four investment categories: stabilized centers, ground-up development, lease-up repositioning, and pad/outparcel development.

Simpler Than Waterfalls

We do not rely on multi-tier waterfall incentive structures. The note structure is designed to be easier to understand and operate (see offering materials for full details).

Document-First, No Hype

We prioritize clear terms and realistic communication. We avoid marketing that depends on IRR projections or aggressive promises.

Stated Interest by Note Class

Note classes have stated interest terms as described in offering materials. Interest and distributions remain subject to Fund terms and available cash.

Experienced Management

Managed by an experienced team. Relevant background and track record information is provided in offering materials.

Fee Simplicity (to Note Investors)

No subscription, acquisition, investment, management, servicing, withdrawal, disposition, or penalty fees are charged in conjunction with the offering (per the offering summary).

Alignment Through Clarity

A simple structure, defined investment activities, and disciplined execution help align expectations for both the Fund and investors (subject to terms and risks).

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Strategy Toolkit

The Fund may pursue multiple approaches within necessity-based retail across high-growth U.S. markets (as described in offering materials).
Stabilized Centers
Focus on stabilized essential retail centers with durable real estate fundamentals.
Ground-Up Development
Selective development aligned with necessity-based retail demand and execution discipline.
Lease-Up Repositioning
Repositioning opportunities with lease-up potential driven by tenant mix and leasing execution.
Pad / Outparcel Development
Additional pad/outparcel development potential where justified by site fundamentals.
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What Do I Get

Key terms summary. Refer to offering materials for complete terms, limitations, and risk factors.
Eligibility
Accredited investors only (Rule 506(c)
Security
Promissory notes
Minimum Investment
$25,000 minimum per note (class minimums apply)
Class A Notes
8% simple interest calculated annually; $250,000 minimum
Class B Notes
6% simple interest calculated annually; $25,000 minimum
Class C Notes
May be offered via addenda at Manager discretion
Interest Accrual
Accrues beginning the day after investor funds are received
Interest Distribution Dates
Paid twice annually on February 28 and August 31 (per terms)
Liquidity / Withdrawal
Withdrawal of principal may be permitted with twelve (12) months advance notice, subject to Fund terms and available cash
Fees
No subscription, acquisition, investment, management, servicing, withdrawal, disposition, or penalty fees in conjunction with the offering
LIQUIDITY & WITHDRAWALS
Promissory notes are illiquid and are not traded on an exchange. Withdrawal of principal may be permitted with twelve (12) months advance notice and is subject to the Fund’s terms and conditions, including available cash. Please review offering materials for complete limitations and risk disclosures.
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What Happens Next

A simple process to review eligibility and offering materials.
Steps (4)
  1. Request offering materials
  2. Verify accredited status (Rule 506c)
  3. Review documents and subscription process
  4. Fund investment per offering terms after acceptance
For informational purposes only. Not an offer. Offering only via the PPM and related subscription documents.
GB Capital Fund, LLC is managed by Golden Black Capital (per the Fund’s offering documents).