Offering summary
Fresh Stop II DST is a $13,161,798 all-cash offering sponsored by Madison Capital Group Holdings, LLC. The portfolio comprises four convenience store and gas station properties located across Texas (Driscoll, Frankston, and Shepherd) and Florida (Largo). Originally constructed between 1978 and 2004, the assets will be re-imaged as FreshStop locations under a master lease structure. The offering is structured with zero debt, eliminating financing and interest rate risk. Master tenant income starts at $948,000 in Year 1 and increases to $995,400 in Year 10, translating to a projected initial distribution of 6.75% and an average income of 6.93% over a 7-10 year hold. Total acquisition costs equal $11,240,000 against a total offering equity raise of $13,161,798, of which $11,161,798 has closed and $2,000,000 remains available.
Capital raise
0.0% of the offering is closed
$13,161,798 still available
$13,161,798
$0
0.0% of offering$0
Pending subscription$13,161,798
Open for subscriptionThe total equity offering is $13,161,798, of which $11,161,798 has been closed to date. There are currently no pending reservations, leaving $2,000,000 in remaining equity available for investment.
Offering terms
Sector
Gas station and convenience store properties
Investment Category
DST
Projected First Year Cashflow
6.75%
Avg. 6.93% over term
Min. Cash Investment
—
Min. 1031 Investment
—
Total Offering Price
$13,161,798
$3,290,450 per unit
Offering Debt
N/A - All-Cash
All-equity offering
LTV
N/A - All-Cash
On acquisition price
Units / Tenants
4
2204 Highway 77, Driscoll, TX 78351; 308 East Pine Street, Frankston, TX 75763; 9590 Ulmerton Road, Largo, Florida 33771; 4730 US-59, Shepherd, TX 77371
Property Age
The four convenience store properties were originally built in 1978, 1988, 2003, and 2004.
The offering is an all-cash portfolio of four gas station and convenience store assets totaling $13,161,798 in equity. The structure offers an initial Year 1 cash flow rate of 6.75% and an average full-term yield of 6.93%. The portfolio carries no debt, fully removing lender refinancing and debt service coverage risks.
Strengths & considerations
Key strengths
All-Cash Structure
N/A - All-CashZero leverage eliminates interest rate exposure, loan maturity, and debt service coverage risk.
Projected Cash Yield
6.75% (Yr. 1)Yield starts at 6.75% and averages 6.93% across the targeted 7-10 year holding period.
Multi-Asset Diversification
4 UnitsPortfolio is distributed across three locations in Texas and one in Florida.
Key considerations
Appraisal Gap
53.03%Appraised value of $6,980,000 is 53.03% of the total $13,161,798 offering price (88.57% premium).
Asset Vintage
1978 - 2004The four properties were built between 1978 and 2004, requiring continuous maintenance and re-imaging execution.
Front-End Load
$1,447,798Total front-end offering expenses and fees represent an upfront load of 6.00% on offering equity.
Key strengths include an all-cash capitalization with 0.00% leverage, removing loan default and interest rate volatility. The portfolio offers geographic diversification across four locations in Texas and Florida. Additionally, the offering provides an initial projected cash distribution of 6.75% supported by master lease reserves of $474,000.
Sources, uses & fee assessment
Capital Sources
- $13.16M
Offering Equity
100.0% of offering
Where the Capital Goes
- $11.24M
Acquisition Cost
85.4% of offering
- $1.45M
Offering Expenses
11.0% of offering
- $474K
Reserves
3.6% of offering
Total Offering
$13.16M
All equity — no mortgage debt
Acquisition Cost
$11.24M
85.4% of offering to the property
Total Fees & Expenses
$1.45M
6.00% of offering
Reserves
$474K
3.6% of offering
Sources consist entirely of $13,161,798 in investor equity. Uses comprise $10,750,000 in property acquisition costs, $1,447,798 in total offering expenses and selling fees, $474,000 in master tenant reserves, $100,000 in title and recording costs, $263,236 in dealer fees, and $1,031 in financing expenses.
Risk read
Tone reflects relative strength, not a rating
Valuation Premium
Substantial premium relative to independent real estate appraisal.The $13,161,798 offering price exceeds the $6,980,000 appraised value by 88.57%, meaning equity is raised at nearly double the physical real estate's current appraised baseline.
Debt & Refinancing
No leverage risk present in capital structure.The transaction is 100% all-cash equity. There is no debt service, lender maturity, or interest rate risk throughout the holding period.
Asset Quality & Age
Older portfolio vintage requiring operational execution.Assets constructed between 1978 and 2004 require conversion into FreshStop locations, making performance contingent on successful re-imaging and master lease execution.
Fee Load
Standard to high syndication and disposition fee profile.Front-end fees and expenses total $1,447,798, accompanied by an annual $60,000 asset management fee and a 4.00% disposition fee at exit.
The primary risk factor is the significant offering premium of 88.57% over the $6,980,000 appraised value, resulting in an appraisal-to-offering ratio of 53.03%. The assets also possess an older average vintage, with construction dates ranging from 1978 to 2004, requiring operational execution on the FreshStop re-imaging plan. Ongoing sponsor fees include an annual asset management fee of $60,000 and a 4.00% disposition fee.
Calculated underwriting metrics
Syndicated Cap Rate
—
NOI ÷ offering price
Upfront Load
6.00%
Total fees ÷ offering price (all-equity offering)
Premium / Discount
88.57%
Offering price vs. appraised value
Offering vs. Acquisition
122.4%
Offering price ÷ acquisition price
Price per Unit
$3,290,450
Offering price ÷ 4 units
The offering equity represents an 88.57% premium over the aggregate appraised value of $6,980,000, with appraised value accounting for 53.03% of the total offering price. Total front-end fees and expenses equal $1,447,798, representing an upfront load on equity of 6.00% and an upfront fee to acquisition cost ratio of 22.44% when accounting for all loads and master tenant reserves.
Sponsor
Sponsor
Madison Capital Group Holdings, LLC
Madison Capital Group Holdings, LLC is an established real estate operator managing $6,000,000,000 in assets. The leadership team averages over 20 years of real estate industry experience, though detailed DST-specific historical performance data is not provided in the offering materials.
• The investment opportunity consists of four convenience store properties in Texas and Florida that will be re-imaged as FreshStop locations.
Properties owned or managed
$6,000,000,000
Across all programs
—
Prior DST offerings
—
DST-held assets
—
Disclosed headcount
gas station and convenience store properties
Stated strategy
Madison Capital Group Holdings, LLC serves as the sponsor, reporting $6,000,000,000 in assets under management. The firm's senior management team possesses an average tenure of 20+ years in real estate. Specific DST program track record metrics, including past DST count and dedicated DST AUM, are not disclosed.