What it is
Silver Mountain Ranches is a 344-acre homesite community planned in the high country of northern Arizona. The sponsor held the land free and clear, with nine certified water wells and an appraisal behind it, and wanted a development partner and a raise to turn the parcel into homesites.
The raise package carried an investor deck, an underwriting model, a named fund as a backer, a senior lender's letter of intent, a proposed investor entity for the equity, and an offer to pay the incoming developer in the sponsor's own convertible paper. None of those pieces had been checked against each other or against a primary source.
What Common Ground did
- Common Ground read the package against itself before reading it against the market. The deck sold a 40-lot subdivision and the model underwrote a 35-room resort, two businesses that repay a senior loan in different ways, so no raise material could go out until the sponsor picked one.
- Fowler searched for the named fund in SEC EDGAR Form D filings, the Investment Adviser Public Disclosure system and the state corporation commission. It could not be confirmed in any channel a fund making that claim would normally appear in.
- He checked the lender's letter of intent with the lender directly and against the county record. The window had closed, and nothing had been recorded against the parcel.
- The principals of the proposed investor entity could not be confirmed, so the equity structure could not be relied on as written.
- Common Ground declined payment in the sponsor's own paper and made that a walk-away condition, since the paper paid only if the raise it had just discredited closed anyway.
- Instead of walking, Common Ground countered: a staged cash floor, a minority project stake that vests on milestones, a separate placement engagement through a licensed advisor, with Prince Capital proposed for the role, paid in cash on closed capital, information and consent rights, a cap on the developer fee and Arizona governing law. The financing request was rewritten as an investment memo, with the senior ask sized against the appraisal, and routed to qualified capital sources.
- Nine kill criteria were written down before the next conversation, eight watching the sponsor and one watching Common Ground's own exposure, so the decision to continue or stop was set before any pressure existed.
Results
- All three capital claims the raise leaned on failed the check at their source before any outside dollar moved: after that pass, no confirmed source of capital remained anywhere in the deal as packaged.
- The senior financing request was rebuilt at $1.8 million against the $3.74 million appraisal, a 48 percent loan to value.
- The sponsor asked Common Ground into every part of the project: marketing, financials, analysis, the upfront real estate work, branding and the raise.
- Nothing has closed. The engagement runs on a verbal, non-exclusive basis, and the appraisal and well-yield review remain the one check not yet run.
External links
- Public data room: A ranch-land sponsor diligence (Mountain West, 2025 to 2026) data room
Stories from this work
At a glance
| Project type | Capital structuring and sponsor diligence |
|---|---|
| Industry | Land development and real estate |
| Seat | Capital structuring and diligence, Common Ground engagement |
| Ran through | Common Ground |
| Dates | 2025 to 2026 |
| Duration | Ongoing since 2025 |
| Location | Northern Arizona |
| Public data room | A ranch-land sponsor diligence (Mountain West, 2025 to 2026) data room |
| Related pages | Common Ground |
| Credit | Created by Common Ground |