A clear, visually structured EB-5 preferred equity opportunity supporting the redevelopment of a 434-acre resort in Rural Upstate New York, designed to present key terms and the investment process with clarity under the EB-5 Immigrant Investor Program (the U.S. investor visa program (EB-5)). This overview is provided for general informational purposes only and is subject to the definitive offering documents.
This page summarizes the Project’s investment thesis, use of proceeds, and EB-5 investment structure, including a high-level, step-by-step EB-5 visa investment process. Any potential eligibility for classification under the EB-5 visa program and any potential path to U.S. lawful permanent residence are subject to investor eligibility, satisfaction of all applicable EB-5 requirements, and USCIS adjudication. No outcome is guaranteed.
Preferred Equity (Employment-Based Fifth Preference “EB-5 visa”)
A destination resort in Rural Upstate New York, USA, qualifying as an EB-5 Rural TEA investment, offered through a USCIS-designated EB-5 regional center in New York.
A Rural Targeted Employment Area (“Rural TEA”) project. Under current EB-5 regulations, the minimum EB-5 investment amount for a qualifying Rural TEA project is $800,000. Certain Rural TEA petitions may be eligible for priority processing where available and as determined by USCIS, subject to applicable requirements and procedures.
$51,200,000 — EB-5 capital to fund the Property Improvement Plan (“PIP”)
64 investors — 64 units at $800,000 per investor
$800,000 per investor (Rural TEA investment under the EB-5 visa program)
$80,000 per unit — one-time, non-refundable (as described in the offering documents)
Targeted exit following full deployment of EB-5 funds: five (5) years, with up to one (1) additional year extension, with an expected exit via refinancing and/or sale, subject to applicable EB-5 compliance requirements and prevailing market conditions. No return of capital or timing of exit is guaranteed.
A high-level overview of the EB-5 visa investment process—from subscription and funding through the sustainment period and the potential return of capital and final wind-down of the NCE—subject to the offering documents and applicable requirements.
Subscribe to the Villa Roma EB-5 offering by completing the subscription package and making the required $800,000 capital contribution for this qualifying EB-5 Rural TEA project to the New Commercial Enterprise (“NCE”) limited partnership, together with the $80,000 Administrative Fee to the General Partner (“GP”), as described in the offering documents.
The NCE deploys EB-5 proceeds as a preferred equity investment into the Job Creating Entity (“JCE”) to fund the Villa Roma Resort PIP.
The JCE executes the PIP and operates the Resort. EB-5 job creation is projected by the Project economist and is intended to be used in connection with applicable EB-5 requirements, including for filings such as Form I-526E and Form I-829, as applicable. No job-creation outcome or immigration outcome is guaranteed.
Following the Target Exit Window—generally a five (5) year hold after full deployment of EB-5 funds, with up to one (1) additional year—the NCE expects (but does not guarantee) to return invested capital from distributions or redemption proceeds received from the JCE, subject to EB-5 compliance requirements and market conditions.
Any references to timing or processing are estimates and are subject to change based on USCIS policy and processing practices, including whether priority processing is available.
EB-5 investors will be admitted as Limited Partners upon making their capital contributions to Fay Villa Roma Phase 1 Development, LP, a Delaware limited partnership and the New Commercial Enterprise (the “Partnership” or “NCE”). The NCE is affiliated with EB5 United Northeast Regional Center, LLC* (“EB5 United”) for the purposes of compliance with the EB-5 Immigrant Investor Program. (the “RC”), a USCIS-designated EB-5 regional center supporting EB-5 Regional Center New York investments.EB5 United is a USCIS-designated EB-5 regional center supporting EB-5 Regional Center New York investments.
The NCE will hold each investor’s capital contributions in a dedicated account subject to oversight by JTC USA Holdings Inc. (“JTC”), an independent and unaffiliated fund administrator (the “Fund Administrator”). The Fund Administrator will monitor, track, and verify the movement of funds in accordance with applicable EB-5 requirements.
Upon satisfaction of applicable release conditions, the NCE will deploy EB-5 capital by making a preferred equity investment in Fay Hospitality Catskills, LLC (the “JCE”), the owner of the Villa Roma Resort & Conference Center located at 356 Villa Roma Road, Callicoon, Sullivan County, New York 12723 (Catskills Region) (the “Project”). The JCE will use the investment proceeds to fund the Project’s PIP, including construction, renovations, and other capital improvements designed to modernize and expand the resort’s accommodations, amenities, and conference facilities, thereby supporting the requisite EB-5 job creation under the EB-5 visa program.
EB-5 investors make an equity investment in the NCE. The NCE intends to invest the EB-5 proceeds in the JCE as preferred equity to fund the construction, renovations, and other improvements comprising the Project.
The Project is structured with a target investment hold period of approximately five (5) years following the final deployment of EB-5 capital, which period may be extended for up to one (1) additional year based on EB-5 compliance requirements and prevailing market conditions (the “Target Exit Window”).
The JCE is expected to redeem the NCE’s preferred equity interest using available cash proceeds generated from one or more of the following sources:
Distribution Waterfall (Summary)
Distributions of available cash proceeds to the NCE are expected to be made in accordance with the applicable governing documents and generally follow this order of priority:
Following the Target Exit Window, the NCE may, but is not obligated to, seek to return any remaining unreturned investor capital together with any preferred return that may be declared and paid (currently described as 0.50% per annum), subject in all cases to the terms of the offering documents, applicable EB-5 compliance requirements, and the availability of funds.
*EB5 United Northeast Regional Center, LLC, a Delaware limited liability company, and is a USCIS-designated EB-5 Regional Center, under Regional Center Identification Number: RC2400009132. Regional center affiliation should not be construed as project sponsorship, endorsement, promotion, investment recommendation, or operational involvement.
Securities Disclaimer
All information contained on this website, and any documentation and/or references herein, does not constitute an offer to sell or a solicitation of an offer to buy any interest in any security or any security derivative products of any kind, or any type of trading or investment advice, recommendation, or strategy. No offer to sell or solicitation of an offer to buy an interest in any security or other such product may be made to a prospective subscriber: (i) until a copy of the applicable subscription materials has been provided to and reviewed by such prospective subscriber, which must be completed and returned in accordance with its terms; (ii) unless made exclusively outside the United States to a prospective subscriber who is a non-U.S. citizen or non-U.S. permanent resident in accordance with Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), or otherwise made in reliance on an exemption provided by Regulation D of the Securities Act; and (iii) in any jurisdiction in which such offer or solicitation is unlawful. Any representations to the contrary are unlawful. We make no guarantee or representation with respect to the performance of any investment, the specific rate of return on any investment, or the return of capital.
Tax Disclaimer
Prospective Investors Are Not To Construe The Contents Of This Website Or Any Documentation, Or Any Prior Or Subsequent Communication From The NCE Or Any Affiliate Entity Or Their Professionals Associated With This Offering, As Legal Or Tax Advice.
Each Prospective Investor Should Consult With His Or Her Own Personal Attorney, Accountant, And Other Advisors, At His Or Her Own Expense, As To The Legal, Tax, Economic, And Other Consequences And Risks Of An Investment In The Units And The Suitability Of Such Investment For Him/Her.