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AHP Title Holdings LLC – ‘1-A’ on 1/20/21 – ‘PART II AND III’

On:  Wednesday, 1/20/21, at 4:37pm ET   ·   Accession #:  1683168-21-201   ·   File #:  24-11415

Previous ‘1-A’:  None   ·   Next:  ‘1-A/A’ on 4/12/21   ·   Latest:  ‘1-A/A’ on 8/19/21   ·   11 References:   By:  AHP Title Holdings LLC – ‘1-SA’ on 9/30/22 for 6/30/22 By:  AHP Title Holdings LLC – ‘1-A POS’ on 8/4/22 By:  AHP Title Holdings LLC – ‘1-A POS’ on 6/24/22 By:  AHP Title Holdings LLC – ‘1-A POS’ on 6/1/22 By:  AHP Title Holdings LLC – ‘1-K’ on 5/2/22 for 12/31/21 By:  AHP Title Holdings LLC – Latest ‘1-A/A’ on 8/19/21 By:  AHP Title Holdings LLC – ‘1-A/A’ on 8/4/21 By:  AHP Title Holdings LLC – ‘1-A/A’ on 7/21/21 By:  AHP Title Holdings LLC – ‘1-A/A’ on 6/29/21 By:  AHP Title Holdings LLC – ‘1-A/A’ on 6/22/21 By:  AHP Title Holdings LLC – Next ‘1-A/A’ on 4/12/21 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/20/21  AHP Title Holdings LLC            1-A                   12:1.7M                                   GlobalOne Filings Inc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- primary_doc.xml               HTML      5K 
 2: PART II AND III  Form 1-A                                       HTML    308K 
 3: EX1A-2A CHARTER  Certificate of Formation                       HTML     10K 
 4: EX1A-2A CHARTER  First Amended and Restated LLC Agreement       HTML     90K 
 5: EX1A-2A CHARTER  Resolution                                     HTML     19K 
 6: EX1A-4 SUBS AGMT  Form of Investment Agreement                  HTML     38K 
 8: EX1A-6 MAT CTRCT  Amended and Restated Trust Agreement          HTML    156K 
 9: EX1A-6 MAT CTRCT  Amendment No.1 to Restated Trust Agr.         HTML     30K 
11: EX1A-6 MAT CTRCT  Master Services Agreement                     HTML    134K 
10: EX1A-6 MAT CTRCT  Series Addendum                               HTML     12K 
 7: EX1A-6 MAT CTRCT  Servicing Agreement                           HTML    190K 
12: EX1A-12 OPN CNSL  Opinion of Counsel re: Legality               HTML     11K 

Table of Contents

FORM 1-A

Regulation A Offering Statement

Part II – Offering Circular

AHP Title Holdings LLC

440 S. LaSalle Street, Suite 1110

Chicago, Illinois 60605

(866) AHP-TEAM

www.ahptitle.com

January 20, 2021

This Offering Circular Follows the Form 1-A Disclosure Format

AHP Title Holdings LLC is a limited liability company organized under the laws of Delaware, which we refer to as the “Company.” The Company is offering to sell up to $50,000,000 of limited liability company interests designated as “Shares” of “Series A Preferred Stock.” The initial price of the Series A Preferred Stock will be $10.00 per Share and the minimum initial investment is $100 (10 Shares).

We are selling these securities directly to the public through our websites, www.AHPTitle.com and www.AHPFund.com. Currently, we are not using a placement agent or a broker and we are not paying commissions to anyone.

We might change the price of the Series A Preferred Stock in the future. See “Securities Being Offered – Price of Series A Preferred Stock.

We refer to the offering of Series A Preferred Stock pursuant to this Offering Circular as the “Offering.” The Offering will begin as soon as our Offering Statement is “qualified” by the U.S. Securities and Exchange Commission (“SEC”) and will end on the sooner of (i) a date determined by the Company, or (ii) the date the Offering is required to terminate by law (which in no event will be later than three years from the date of Offering Statement qualification).

The purchase of these securities involves a high degree of risk. Before investing, you should read this whole Offering Circular, including “Risks of Investing.”

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING. NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. FOR MORE INFORMATION, SEE “Limits on How Much Non-Accredited Investors Can Invest.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION UNIFORM LEGEND:

YOU SHOULD MAKE YOUR OWN DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL. NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. YOU SHOULD BE AWARE THAT YOU WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents

SUMMARY OF OUR BUSINESS AND THE OFFERING

Summary of Our Business

“We bring social responsibility, innovation, and a willingness to do-the-right-thing to title insurance, an industry dominated by four companies comfortable with the status quo and unmotivated to adopt new technologies for needed change. This will be our most significant advantage.” Jorge P. Newbery, CEO

Our business has three complementary components:

Title Insurance

Title insurance is a $16.4 billion industry in the United States. Yet the industry has seen little innovation for decades. Over 85% of the industry is controlled by four very profitable companies with little incentive to change.

We believe the industry is ripe for disruption. The Company was formed to deliver title insurance using state-of-the-art automated underwriting tools, online closing platforms, and artificial intelligence. Our technology will offer a faster, more efficient, digital title, closing, mortgage and real estate experience for mortgage lending, mortgage refinance, and real estate buying and selling.

The title insurance business will be conducted by the Company’s wholly-owned subsidiary, AHP Title Direct, Inc. (“Title Direct”) a title insurance company headquartered in and organized under the law of Vermont.

Mortgage Loans

Title Direct will buy (but not originate) debt instruments, typically first- and second-position residential mortgages, where the debt is secured by a physical asset, typically a house. We refer to these debt instruments as “Mortgage Loans.” Title Direct will also buy non-performing or under-performing Mortgage Loans backed by government agencies such as the Federal Housing Administration (FHA), Veterans Administration (VA) and the United States Department of Agriculture (USDA). Title Direct will also invest in performing Mortgage Loans, i.e., Mortgage Loans that are not in default.

Non-Performing Mortgage Loans

After buying a non-performing or under-performing Mortgage Loan we will contact the borrower to understand the situation (e.g., why the loan is in default) and try to reach a mutually acceptable resolution. One of five things typically happens:

We will make a profit if:

Performing Mortgage Loans

Title Direct will also buy Mortgage Loans that have either never been in default or were once in default but have been performing for at least 12 months.

With performing Mortgage Loans, we will make a profit if the total amount we receive in repayment of the Mortgage Loans and the proceeds of any sales of Mortgage Loans exceeds our cost of capital in buying the Mortgage Loans.

Credit improvement loans

Both the Company and Title Direct will invest in so-called “credit improvement loans” to consumers.

In the typical scenario, the Company and Title Direct will provide capital to lend money to a consumer with a low or no credit score. The loan proceeds will be deposited in an account at a bank or other financial institution where Title Direct has a security interest, providing 100% security for the principal of the loan. The consumer will repay the loan, plus interest, from his or her other income. Repayment of the loan is reported to credit bureaus and, if the loan is repaid in a timely manner, the consumer will likely improve his or her credit score. In addition, once the loan is repaid, the consumer keeps the money in the account, which could be used for a down payment on a house, for instance.

Synergies

We expect all three business lines to be profitable independently. However, joining them under the same corporate umbrella creates important synergies:

Summary of the Offering

In this Offering, the Company is offering to sell up to $50,000,000 of its Series A Preferred Stock to the public. We refer to anyone who purchases Shares of Series A Preferred Stock in the Offering as an “Investor.”

If the Company has money after paying all of its expenses (and establishing appropriate reserves for future obligations), it intends to distribute that money to its stockholders. Distributions to Investors will be governed by the Authorizing Resolution that establishes the Series A Preferred Stock. Under the terms of the Authorizing Resolution, while any Share of Series A Preferred Stock remains outstanding, any distributions by the Company must be made in the following order of priority:

NOTE: The foregoing describes only the order in which distributions will be made under the terms of the Authorizing Resolution to the extent there are any distributions – it is not a guaranty that the Company will generate sufficient income to make any distributions. There is no guaranty that we will earn enough profit to distribute a 7% return to Investors, or even to return their capital. The Company has not yet commenced operations, has not generated profits, and may be unable to pay any distributions.

The Company will try to return to Investors all of their capital no later than the fifth anniversary of the purchase date, assuming there is sufficient cash flow. However, Investors might receive their capital sooner, later, or not at all.

THAT WAS ONLY A SUMMARY

PLEASE READ THE OTHER SECTIONS OF THIS OFFERING CIRCULAR
CAREFULLY FOR MORE INFORMATION

RISKS OF INVESTING

Buying our Series A Preferred Stock is speculative and involves significant risk, including the risk that you could lose some or all of your money. This section describes some of the most significant factors that make the investment risky. The order in which these factors are discussed is not intended to suggest that some factors are more important than others.

Our Auditor Has Raised Questions About our Ability To Survive as a Going Concern: In the audited financial statements attached to this Offering Circular, our auditor has noted that the Company has not yet commenced planned principal operations and has not generated revenues or profits since inception, and that these factors, among others, raise substantial doubt about the Company’s ability to continue as a “going concern.” As further noted by our auditor, the Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations, and to deploy that capital effectively to produce profits. No assurance can be given that the Company will be successful in these efforts.

No Guaranty of Distributions: When you buy a certificate of deposit from a bank, the federal government (through the Federal Deposit Insurance Corporation) guaranties you will get your money back. Buying the Series A Preferred Stock of the Company is not like that at all. The ability of the Company to make the distributions you expect, and ultimately to give you your money back, depends on a number of factors, including some beyond its control. Nobody guaranties that you will receive distributions.

We Are a Newly Formed Business With No Operating History: Although our management team is composed of experienced title insurance, mortgage investment, loan servicing, and real estate professionals, the Company itself is a start-up business with no operating history, minimal operating capital, and no significant assets or revenues. Like any start-up, the Company will face a number of challenges, including:

We Own No Mortgage Loans and Have No Customers: As of the date of this Offering Circular the Company does not own any Mortgage Loans, has not made any credit improvement loans, and has no title insurance customers.

Ability to Execute Our Growth Strategy: Our ability to build our business profitably will depend upon our ability to execute on our strategic initiatives and attract, retain and expand new customer relationships. This in turn will depend upon our ability to develop and market new products and services that meet customer demand in the marketplace, and to do so in a manner that is profitable to the Company on a sustainable basis. Our ability to expand will also be affected by broader economic factors and the strength or weakness of the overall housing market, which can impact demand for our services and increase competition.

Competition: We will compete with many companies to acquire Mortgage Loans, make credit improvement Loans, and sell title insurance. The business of purchasing and servicing non-performing loans is fragmented, with many small players, while the title insurance business is dominated by four very large companies with national reach, entrenched relationships, and marketing budgets of nine figures, as well as a group of smaller companies seeking to disrupt the industry through technology. There is no guaranty that we will be able to compete successfully in either business.

We Need to Innovate in the Title Business, but Innovation Carries Risks: We probably would not succeed in the title insurance business if we merely tried to copy the four large title companies; their, size, reach, and name recognition could not be matched by any newcomer. Instead, we intend to take market share by doing things differently, i.e., by innovating. By definition, however, this means that we will succeed only if we can convince title insurance customers that things can and should be done differently. Convincing customers to change their buying habits can be very difficult, even if you are selling a better mousetrap.

We Depend On Our Management Team And Will Need To Fill Key Positions: Our success depends substantially upon the talent and abilities of our executive officers and other key members of management, particularly our President. Our President’s employment agreement with the Company is terminable by either party at any time and for any reason (subject to a 90-day notice period). From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team may be disruptive to our business. We are also reliant on our relationship with Jorge P. Newbery, our founder, CEO and a director of the Company, and entities affiliated with Mr. Newbery. Among other things, we intend to utilize a proprietary pricing model for non-performing loans that was developed by affiliates of Mr. Newbery, and we will also rely on Mr. Newbery’s industry expertise and relationships in order to secure customers and source investment opportunities. We do not have a license or other formal arrangement regarding the use of the proprietary pricing model, and if Mr. Newbery were to resign, die or become ill, the Company and its business could suffer.

We Rely on a Small Group of Employees: The Company has a very small management team. The loss of any key employees could have a material adverse impact on our operations. Additionally, we expect that we will need to hire additional employees to scale our business and execute our growth strategy. There is no guaranty that we will be successful in identifying, hiring, training, and retaining qualified employees when and as needed.

Both Our Businesses are Heavily Regulated: Both the title insurance business and mortgage investment businesses are complex and heavily regulated. We expect to devote substantial resources to compliance matters and could incur significant ongoing costs to comply with new and existing laws and governmental regulation. If we fail to operate our business in compliance with applicable laws and regulations, our business, reputation, financial condition and results of operations could be materially and adversely affected. Our failure to comply with all applicable federal, state and local laws could result in, among other things (i) loss of our licenses to engage in our businesses, (ii) government investigations and enforcement actions against us, (iii) fines, penalties and judgments against us, (iv) civil lawsuits, including class actions, (v) criminal liability, and (vi) breaches of covenants and representations under our servicing agreements, debt agreements or other agreements.

Title Insurance Licenses: We will need to obtain licenses in all states or other jurisdictions that require a title insurance license or related business license. If we cannot obtain a title insurance license in a given state where such a license is required, we will not issue title insurance in that state, which may limit our ability to grow our business and attract and retain customers (some of whom may require that we be licensed nationally or in certain jurisdictions to do business with us).

Surplus Notes: The Company will lend money to Title Direct using Surplus Notes. Under the insurance laws of Vermont, the Company will be entitled to repayment of Surplus notes only in the discretion of the Vermont Department of Insurance.

Licensing Requirements Applicable to Our Mortgage Loan Business: Many states impose licensing requirements on investors who buy and sell Mortgage Loans secured by 1-4 family residential properties. The Company has elected to acquire loans through a Delaware statutory trust (American Homeowner Preservation Trust, or the “Trust”) with a national bank trustee because, among other reasons, we believe this structure will generally allow us to operate under either a permanent exemption from such licensing requirement in some jurisdictions, or under a temporary exemption in other jurisdictions (during which time we intend to obtain the necessary license(s)). However, one or more jurisdictions could determine that this structure does not exempt us from their licensing requirements, which may result in interruptions to our business operations or might require us to suspend or completely terminate the acquisition of loans in those jurisdictions. Any failure to be appropriately licensed may prevent us from pursuing business opportunities that could be beneficial to the Company, and could expose us to investigations, lawsuits, administrative proceedings, costs (including attorneys’ fees), fines, judgments, penalties or other consequences, which could materially and adversely affect our financial condition.

Underwriting Standards: Some large title insurance customers, such as banks and insurance companies, could ask Title Direct to assume risks beyond those we would customarily assume. In that case we might be forced to choose between assuming more risk and losing a significant customer.

Risks Related to “In-Sourcing”: Our title insurance business depends on referrals from independent title agents. There can be no assurance these title agents will use our services. Further, if an independent title agency is acquired by a large institutional title insurer, the referrals from that agency would probably disappear.

Speculative Nature of Mortgage Loans: Investments in loans backed by real estate are highly speculative. Among the risks are the following:

Geographic Concentration: A significant portion of the Mortgage Loans that we acquire may be secured by properties concentrated in certain geographic areas of the United States, such as Florida, Illinois, Indiana, Michigan, New Jersey, New York, Ohio, and Pennsylvania. Adverse economic conditions or natural disasters affecting these markets, such as a downturn in real estate values, could disproportionately affect the Company.

Risks Relating to Technology: Both our Mortgage Loan business and our title insurance business depend on complex and sophisticated technology systems. Technology failures, defects or inadequacies, development delays, installation difficulties or security breaches could hurt our business in a number of ways. For example, a failure of technology could cause us to issue a title insurance policy that shouldn’t have been issued, or to buy a loan that we shouldn’t have bought, or fail to meet the expectations of customers, causing harm, to our reputation, or result in a breach of security and the disclosure of sensitive information.

Risks Relating to Personally Identifiable Information: We will routinely collect, process, store, use and disclose personal information of homeowners, borrowers, and title insurance customers, including but not limited to names, addresses, social security numbers, bank account numbers, credit card numbers and credit history information. That kind of personal information is subject to various federal, state and other laws regarding data privacy and protection. The regulatory framework for data privacy and protection issues in the United States and internationally is constantly evolving and is likely to remain fluid for the foreseeable future. We may be required to expend significant time, money and other resources towards compliance with such laws, and we may be subject to orders, fines, penalties or other adverse consequences from governmental authorities, as well as lawsuits from consumers, if we fail to comply with such laws. An actual or perceived failure by the Company to properly safeguard and use sensitive personal information could severely damage our reputation and harm our business.

Pricing of Loans: The success of our Mortgage Loan business depends in large part on our ability to gauge the value of loans that are in default. Although the Company and its advisors rely on various objective criteria, ultimately the value of these loans is as much an art as a science, and there is no guaranty that the Company and its advisors will be successful.

Pricing of Title Insurance Premiums: Like any insurance company, Title Direct will set premiums based on actuarial calculations that depend on assumptions about future claims. If we set premiums too high we will be uncompetitive in the market. If we set them too low we run the risk that our reserves will be insufficient to cover claims.

Incomplete Due Diligence on Loans: We perform due diligence on the loans we purchase, meaning we review some of the available information about the loans and the underlying collateral. As a practical matter, however, it is simply impossible to review all of the information about a given loan (or about anything) and there is no assurance that all of the information we have reviewed is accurate. For example, sometimes important information is omitted or unavailable, or a third party might have an incentive to conceal information or provide inaccurate information, and we cannot verify all the information we receive independently. It is also possible that we have reached inaccurate conclusions concerning the information we have reviewed.

Incomplete Due Diligence on Title Policies: As an insurer, Title Direct will perform due diligence with respect to the title of property. If we fail to identify title defects, whether because of a failure of technology, a failure of process, a misinterpretation of data, or otherwise, we could be exposed to unanticipated claims.

Reliance on Third Parties: We expect to engage third parties to provide essential services. If a third party we retain performs poorly or becomes unable to fulfill its obligations, the Company’s business could be severely disrupted and our financial condition could be adversely affected. Disputes between us and our third party service providers could disrupt our business and may result in litigation or other forms of legal proceedings (e.g. arbitration), which could require us to expend significant time, money and other Company resources, which could adversely affect the Company’s financial position. We might also be subject to, or become liable for, legal claims relating to work performed by third parties we have contracted with, even if we have sought to limit or disclaim our liability for such claims or have sought to insure the Company and its affiliates against such claims.

Arbitrary Pricing: The initial price of our Series A Preferred Stock was determined arbitrarily by our management, was not determined by an independent appraisal of the Company’s value and bears no relationship to traditional measures of value such as EBITDA (earnings before interest, taxes, depreciation, and amortization), cash flow, revenue, or book value.

Need For Additional Capital: There is no guaranty that the Company will raise sufficient capital in this Offering to cover its operating and other expenses in connection with its planned operations. Even if the Company sells all of the Series A Preferred Stock being offered, the Company may need to raise additional capital in the future through equity offerings, debt financing, strategic partnerships or by other means. Additional funding may not be available on favorable terms, or at all. If the Company is unable to obtain sufficient funding, it may be forced to reduce or terminate its operations, which may adversely affect our business and results of operations. If we issue additional capital stock in the future, this may result in dilution to Investors. If we engage in debt financing, our lenders would generally have priority over our Investors, and we may be required to accept terms that restrict our ability to incur additional indebtedness or otherwise operate our business.

New Securities Could have Superior Rights: In the future, the Company could issue securities that have rights superior to the rights of the Series A Preferred Stock. For example, the holders of new securities could have the right to receive distributions before any distributions are made to the holders of the Series A Preferred Stock.

Risks Associated with Leverage: The Company or Title Direct might borrow money from banks or other lenders, including the FHLBB, to purchase Mortgage Loans or other assets. Borrowing money to purchase assets is sometimes referred to as “leverage.” While using leverage can increase the total return on the borrower’s equity, it also increases risk because the amount borrowed has to be repaid in accordance with a schedule. To repay its loans, the Company might have to sell assets at a time when values are low, for example.

Competing Objectives: The Company has financial objectives – generating current income and capital appreciation, but has non-financial objectives as well – namely, providing viable solutions for homeowners at risk of foreclosure. Because of its dual objectives, one relating to financial returns and the other related to social betterment, the Company does not try to squeeze the maximum possible financial value from every Mortgage Loan. Similarly, while we expect our socially responsible strategies may be attractive to some mortgage holders, others may opt to contract with investors who are strictly focused on maximizing financial returns. As a result, the ability of the Company to make distributions to Investors could be impaired.

Limitation on Rights in LLC Agreement: The Company’s Limited Liability Company Agreement dated March 26, 2020 (the “LLC Agreement”) limits your rights in several important ways, including these:

Limitation on Rights in Investment Agreement: To purchase Series A Preferred Stock in this Offering, you are required to sign our Investment Agreement. The Investment Agreement limits your rights in several important ways, including these:

Forum Selection Provision: Our LLC Agreement and Investment Agreement each provide that any dispute arising from such agreement (including, but not limited to, any dispute arising from the purchase of Series A Preferred Stock pursuant to the Investment Agreement) will be handled solely in the state or federal courts located in Delaware. We included this provision primarily because (i) the Company is organized under Delaware law, (ii) Delaware courts have developed significant expertise and experience in corporate and commercial law matters and investment-related disputes (which typically involve very complex legal questions), particularly with respect to alternative entities (such as LLCs), and have developed a reputation for resolving disputes in these areas in an efficient manner, and (iii) Delaware has a large and well-developed body of case law in the areas of corporate and alternative entities law and investment-related disputes, providing predictability and stability for the Company and its Investors. This provision could be unfavorable to an Investor to the extent a court in a different jurisdiction would be more likely to find in favor of an Investor, or be more geographically convenient to an Investor. It is possible that a judge would find this provision unenforceable and allow an Investor to file a lawsuit in a different jurisdiction.

Conflicts of Interest: Our interests could conflict with your interests in a number of important ways, including these:

Uninsured Losses: We will decide what kind of insurance to purchase, and in what amounts. However, some risks cannot be insured at all, or cannot be insured on an affordable basis, and the Company might not be able to purchase or afford all the insurance it needs. Therefore, the Company could incur an uninsured loss.

No Market for the Series A Preferred Stock; Limits on Transferability: There are several obstacles to selling or otherwise transferring your Series A Preferred Stock:

Taking all that into account, you should be prepared to own your Series A Preferred Stock indefinitely.

Early Payment: The Company expects to pay back your capital before the fifth anniversary. Therefore, you should not expect to receive a 7% annual return for the entire five-year period.

Our Track Record Does not Guaranty Future Performance: The section captioned “Past Performance: Our Track Record So Far” illustrates the performance of certain affiliates of the Company, engaged in business similar to that which the Company plans to engage. However, there is no guaranty that the Company will do as well as its affiliates have done. The economy as a whole and the real estate market in particular have been very favorable to date; as surely as night follows day, economic conditions will change and we might not be able to adapt.

Risk of Failure to Comply with Securities Laws: Affiliates of the Company have previously sold securities relying upon the exemptions under Rule 506(c) of Regulation D and Regulation A issued by the Securities and Exchange Commission (“SEC”). The current Offering by the Company relies on the exemption under Regulation A. In all cases, we have relied on the advice of securities lawyers and believe we qualify for the exemption. If we did not qualify, we could be liable to penalties imposed by the federal government and State regulators, as well as to lawsuits from investors.

Investors Can’t See Our Actual Investments Before Investing: As of the date of this Offering Circular, the Company doesn’t own any loans or other real estate assets. As a result, Investors cannot see or evaluate our assets before making an investment decision. Instead, Investors are asked to invest first, then trust that their money will be used wisely.

The Company Stands On Its Own: The Company will either succeed or fail on its own account. Although certain affiliates of the Company have been successful, there is no guaranty that the Company will be successful. Further, neither the founder nor any other person or entity has committed to provide financial assistance to the Company should such assistance become necessary.

Breaches of Security: It is possible that our systems would be “hacked,” leading to the theft or disclosure of confidential information you have provided to us. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched, we and our vendors may be unable to anticipate these techniques or to implement adequate defensive measures.

The Foregoing Are Not Necessarily The Only Risks Of Investing
Please Consult With Your Professional Advisors

OUR COMPANY AND BUSINESS

Overview

By purchasing Series A Preferred Stock, Investors will acquire an interest in AHP Title Holdings LLC, a Delaware limited liability company, which we refer to as the “Company.” The Company in turn owns all of the issued and outstanding stock of AHP Title Direct, Inc., a Vermont corporation, which we refer to as “Title Direct.”

Together, the Company and Title Direct will engage in three lines of business:

Our Mortgage Loan Business

Summary

Title Direct will invest in (buy) Mortgage Loans, meaning loans that are secured by a mortgage on a principal residence (i.e., somebody’s house).

Some of the Mortgage Loans we buy will be “performing” loans, meaning loans where the borrower is making payments on time. Others will be “non-performing” or “under-performing,” where the borrower (the homeowner) has failed to make one or more payments.

In the case of performing Mortgage Loans, we will either hold the Mortgage Loan until it is repaid (at maturity or via refinancing) or sell it.

We expect that, at least during the first year, at least 70% of the Mortgage Loans we buy will be non-performing. Over the last 10 years, our affiliates, including American Homeowner Preservation 2015A+, LLC and AHP Servicing, LLC have invested in more than 10,000 non-performing Mortgage Loans with an aggregate purchase price of more than $100 million. See “Past Performance: Our Track Record So Far.” The Company will invest in non-performing Mortgage Loans using the same methods, processes, and personnel that our affiliates have used.

We have two complementary goals when we invest in non-performing Mortgage Loans: to generate income for the Company and its Investors and to help struggling homeowners through a difficult time.

We typically buy non-performing Mortgage Loans through an open bidding process and have developed a proprietary model for calculating the amount we will bid. We tend to focus on smaller Mortgage Loans, with unpaid principal balances in the range of $100,000 or less.

After we buy a non-performing Mortgage Loan, we approach the homeowner, who by definition has been unable to make payments on his or her mortgage. We do not necessarily try to extract the maximum possible value from the Mortgage Loan. Instead, we work with the homeowner to achieve a quick resolution that is acceptable both to the homeowner and to us. Depending on a number of factors, including the income of the homeowner, the local market, and the value of the house, four outcomes are possible:

1)       Outcome #1: The homeowner is able to refinance the Mortgage Loan – for example, by borrowing money from a bank. We accept the refinanced amount, which is lower than the face amount of the Mortgage Loan (but still more than we paid for the Mortgage Loan) as payment in full, and the homeowner stays in his or her house.

2)       Outcome #2: Even without refinancing, the homeowner is able to pay us a lump sum that we accept a payment in full for the Mortgage Loan, and the homeowner stays in the house.

3)       Outcome #3: We and the homeowner agree to modify the terms of the Mortgage Loan, i.e., the principal amount and/or the interest rate. After the homeowner has begun to make regular payments under the new terms, we sell the Mortgage Loan to a third party, and again the homeowner stays in his or her house.

4)       Outcome #4: Where the homeowner cannot afford to stay in the house or chooses not to, we take ownership of the house and sell it. Normally, the homeowner signs the house over to us voluntarily in exchange for an incentive payment and being released from personal liability for the Mortgage Loan, without the need for legal action, but sometimes we are required to take legal action (i.e., to foreclose).

In general, our revenues from non-performing Mortgages Loans come from five sources:

1)       The proceeds we receive when a Mortgage Loan is refinanced under Outcome #1;

2)       The lump sum we received under Outcome #2;

3)       The proceeds we receive when a Mortgage Loan is sold under Outcome #3;

4)       The proceeds we receive when a house is sold under Outcome #4; and

5)       Any Mortgage Loan payments we receive from the homeowner along the way.

We will make a profit if the sum of these revenues exceeds the price we paid for the Mortgage Loans in the first place, after subtracting all our expenses (e.g., management and legal fees).

While affiliates of the Company have been engaged in this business for a number of years, neither the Company nor Title Direct owns any Mortgage Loans as of the date of this Offering Circular, performing or non-performing, and have not yet identified any Mortgage Loans to buy.

Restrictions on Loans

Because of restrictions imposed by Vermont insurance regulations, Title Direct will invest only in Mortgage Loans that are either:

Investment Strategy for Non-Performing Loans

We believe we can buy distressed residential Mortgage Loans at significant discounts to their unpaid principal balances and, more importantly, to their current and future market values.

Even before the COVID-19 pandemic, many depository institutions and other holders of portfolios of sub-performing or non-performing Mortgage Loans in the United States were under financial duress. The pandemic has only exacerbated the financial duress to both homeowners and the financial institutions and other investors who hold mortgage loans. According to CoreLogic, the serious delinquency rate is anticipated to quadruple in 2021, putting three million homeowners at risk.

According to the Mortgage Bankers Association (MBA), in an article on delinquencies published November 10,2020:

Certain homeowners, particularly those with FHA and VA loans, continue to be disproportionately impacted by the pandemic-driven crisis. In the Third Quarter of 2020, the FHA delinquency rate was 15.59% and the VA delinquency rate was 8.16%, the highest level since the first quarter of 2009.

Seriously delinquent loans (loans 90+ days delinquent) increased to 5.16% of all mortgage loans, the highest rate since the 4^th quarter of 2013. According to Inside Mortgage Finance, from the 1^st quarter 2020 to 3^rd quarter 2020 the seriously delinquent rate for FHA loans increased almost 500% to 7.26% and for VA loans increased almost 400% to 4.21% (see graph below). Seriously delinquent loans historically are much more difficult for the homeowner to cure without focused loss mitigation efforts, such as those AHP Servicing employs. This already dire situation is exacerbated by the currently ongoing increases in unemployment due to a Winter 2020-21 spike in Covid-19 cases.

In real numbers this means that over $140B in FHA loans and over $50B in VA loans (nearly 1,000,000 households collectively) are currently delinquent with well over half of those seriously delinquent.

We intend to focus on seriously delinquent FHA, VA, and USDA Mortgage Loans.

We intend to invest primarily in mortgage loans secured by one-to-four-family homes. On occasion, we might also acquire (i) direct interests in real estate, (ii) mortgage loans secured by more than four family homes, and/or (iii) and commercial loans. Nevertheless, we expect mortgage loans secured by one-to-four-family homes will comprise more than 90% of our total portfolio focusing on FHA, VA and USDA loans.

The Bidding Process

Bidding on non-performing Mortgage Loans is both an art and a science.

Typically, the process begins when a seller provides potential buyers with a list of loans being offered for sale and requests initial bids. The seller might, or might not, provide such information as:

To help make sense of the data and make accurate bids, we have developed a proprietary pricing model that allows a detailed analysis of portfolio valuation, using different projected resolution outcomes.

If Title Direct wins the initial bid, we order two documents, a title report and a broker’s price opinion, and dig deeper into the due diligence materials, noting such items as (i) whether the original borrower is still the owner of the property, (ii) whether the loan still holds a first lien position, (iii) whether the property is occupied or vacant, and (iv) the amount of delinquent taxes and other liens. Our original bid may be adjusted upward or downward based on these and other factors. Sometimes a bid is reduced to as low as $1.

Revised bids are then submitted to the seller. The seller may counter with a higher price or drop some mortgages from the sale if the seller feels the bid is too low.

Resolutions

After we purchase a non-performing Mortgage Loan, we contact the homeowner and try to achieve a consensual, mutually-satisfactory resolution. These are the circumstances that lead to each resolution and what is expected in each case:

Leverage

Title Direct might borrow money to buy Mortgage Loans or other assets, which is referred to as “leverage.” Where we borrow money to buy Mortgage Loans, the amount of the borrowing typically does not exceed 70% of the price.

Title Direct might borrow from banks and other traditional lenders, but also will be eligible to borrow money from the Federal Home Loan Bank of Boston (“FHLBB”). Loans from the FHLBB will bear interest at significantly lower rates (rates only slightly higher than the rates of U.S. Treasury obligations), providing a low cost of capital.

The FHLBB also imposes restrictions beyond those of normal commercial lenders. For one thing, loans from the FHLBB will be limited to 50% of the collateral (the Mortgage Loans purchased). For another thing, the FHLBB will accept as collateral only the types of Mortgage Loans described in “Our Company and Business – Our Mortgage Loan Business – Restrictions on Loans Purchased by Title Direct.”

Loan Servicing

Collecting payments on loans is referred to as loan “servicing.” Title Direct will not service the Mortgage Loans it acquires. Instead, an affiliate of the Company, AHP Servicing LLC (“AHP Servicing”) will service some Mortgage Loans while third-party loan servicers will service other Mortgage Loans.

AHP Servicing provides loan servicing services to another affiliate, American Homeowner Preservation 2015A+ LLC, pursuant to an agreement captioned “Servicing Agreement” and dated July 1, 2018 (the “Servicing Agreement”). Title Direct has become a party to the Servicing Agreement by signing an agreement captioned “Joinder Agreement.” The Servicing Agreement is attached as Exhibit 1A-6A.

The principal terms of the Servicing Agreement are as follows:

Neither the Company nor Title Direct has entered into a contract with a third-party loan servicer. We expect the terms of any such third-party agreement to be substantially similar to the terms of the Servicing Agreement.

Key Positions

The following are the key positions in the operations of non-performing Mortgage Loan business:

All of these roles are filled by employees of AHP Servicing.

The Trust

Title Direct will acquire Mortgage Loans through American Homeowner Preservation Trust, a Delaware statutory trust (the “Trust”) with U.S. Bank Trust National Association (“U.S. Bank”) serving as the sole trustee and an affiliate of the Company, AHP Capital Management, LLC, serving as the administrator. The Mortgage Loans will be held in a separate series of the Trust, of which Title Direct will be the sole beneficiary.

Title Direct uses this structure to address certain state licensing and registration requirements applicable to the mortgage loan industry.

The following documents related to the Trust are attached as Exhibits:

Revenue and Expenses

Our revenue from Mortgage Loans will include:

Our expenses from Mortgage Loans will include:

Factors Likely to Impact our Mortgage Loan Business

The ability of the Company to conduct its non-performing Mortgage Loan business successfully depends on several factors:

Our Title Insurance Business

What is Title Insurance?

The “title” to a piece of real estate is the legal evidence of ownership. The statement “I have title to this property” is roughly the same as the statement “I own this property.”

Over time the ownership of a piece of real estate can become uncertain, as the property changes hands, owners of the property borrow money using the property as security, utilities and municipalities creates easements and rights-of-way on the property, and the property is subdivided into more than one piece or joined together with other pieces.

For thousands of years governments have created mechanisms to keep track of property ownership, When William the Conqueror invaded Great Britain in 1066 one of his first acts was to figure out who owned what (and to take much of it for himself). Although the new technology of blockchain holds some promise, no government has developed an infallible system.

As a result, when real estate is bought and sold there is always a risk that the seller doesn’t really own the property or doesn’t have all the rights to the property the buyer thought she had.

Title insurance was invented to fill this gap. If a seller buys title insurance and learns that she doesn’t really own the property or doesn’t own all the rights she thought she was buying, the title insurance company pays for her damages.

Among the risks covered by title insurance:

There are two types of title insurance: owner’s title insurance and lender’s title insurance. An owner’s title policy protects the owner of the property for any defects in the property’s title and is issued only when the buyer purchases the property. A lender’s title policy covers the lender’s interest (typically a mortgage lien) and is typically required for the original home purchase and any subsequent refinances. Both types of title insurance protect the owner or lender, as applicable, for the duration of the owner’s or lender’s interest in the property.

The Title Insurance Market

Title insurance differs from other kinds of insurance in two important ways.

For one thing, while most insurance – auto insurance, homeowners’ insurance, employment insurance – protects against events that will occur in the future, such as a future fire or auto accident, title insurance protects against events that have already occurred when the insurance is purchased.

For another thing, the entire premium for title insurance is paid all at once rather than over time. Thus, the same premium covers the property owner whether she owns the property for six months or 50 years, with no opportunity to adjust. This makes it both extremely difficult and extremely important for the insurance company to price risk accurately.

Claims against title insurance policies are rare compared to other types of insurance. According to a S&P Global Market Intelligence report, an analysis of the 10-year average of claims shows that only 4.3% of title insurance policies resulted in a claim resulting in a loss to the insurer compared to 72.5% of property and casualty insurance policies.

While the number of claims resulting in losses is low for title insurance, the industry is very expensive to operate. According to a S&P Global Market Intelligence report, the 10-year average expense ratio of the title insurance industry is 98.3% compared to just 27.9% for property and casualty insurance. This means that for every dollar received on a title policy, less than two cents are retained by the title insurance industry as profit.

The biggest driver of these costs is personnel. The personnel costs of a typical title company accounts for approximately 62.6% of all costs, followed by the search process itself, which accounts for an estimated 13.6% of all costs. Collectively, these two costs dwarf the other costs associated with title insurance including rent (4.2%), depreciation (4.2%), legal (3.3.%) and other miscellaneous costs (9.6%).

Title insurance is a $16.4 billion industry in the United States dominated by four companies: First American Title Insurance Company, Fidelity National Title Insurance Company, Stewart Title Company, and Old Republic National Title Insurance Company. Together, these four companies control an estimated 85-90% of the market and have leveraged their significant financial clout to maintain dominance.

Like any industry dominated for many years by a handful of companies, the title insurance industry has not seen significant innovation, despite the disruptive technologies all around us. We believe the industry is still stuck in a technological stone age, creating a market ripe for innovation and disruption.

For example, the process for obtaining title insurance takes a huge amount of time and is inefficient for most consumers. Obtaining even a basic title insurance policy can take anywhere from 30 to 60 days and adds unnecessary time and expense to even the simplest real estate transactions. This is true regardless whether the transaction is a new home purchase or a mortgage refinance, or even if a recent title policy had been issued on the property.

Similarly, even for educated consumers title insurance is just another opaque closing cost over which they have little control. Little or no time is spent by bankers or brokers explaining the role or importance of title insurance to a transaction. Questions about costs or usefulness get buried in vague answers of “Fannie Mae” or “Freddie Mac” requirements and how all title insurance policies and companies are the same. Title insurance becomes just another line item on a disclosure form purchased from whichever title company the banker or broker has a relationship with.

Finally, the lack of competition in the title insurance industry means the infrastructure of the big four companies is ill-suited to handle the ongoing technological revolution in the broader real estate industry. Since 2013, more than $45 billion of venture capital has flowed into new “proptech” (property technology) companies such as Knock, Compass, and Opendoor that has revolutionized the residential real estate and lending market. Six of the top 10 mortgage lenders in the United States are nonbank lenders, and only two of those lenders existed even a decade ago. With so much innovation occurring in such a short time, the antiquated title/closing/accounting/client interaction platforms of many of the traditional title insurance power players is being rendered obsolete.

We believe there is a better way. With historically low mortgage interest rates and residential mortgage delinquency rates beginning to rise, 2021 and 2022 are projected to be immensely profitable years for national title insurance companies and the underwriters that support them. By leveraging our superior technology, making smart investments, and learning from others’ mistakes, we believe we can make title insurance better for everyone, including consumers, lenders, real estate agents, and title insurers themselves. In so doing, we will help drive the entire industry into the 21^st century while allowing our investors to take advantage of this unprecedented moment in time.

How We Plan to Disrupt the Title Insurance Industry

We intend to position the Company as a title insurance underwriter that supports, incorporates, and develops insurance-related technology. By leveraging superior technology, we can create efficiencies that save time and money and enable us to handle a high volume of transactions. Our highly scalable and customizable platform will make it easy for our real estate brokerage partners to incorporate as much or as little of our platform as they desire. In turn, this will help them integrate a user-friendly interface that helps improve virtual transactions and reduce transaction costs to end consumers.

We intend to do this in primarily three ways: data analytics, artificial intelligence, and new technologies.

Data Analytics

Our platform will incorporate next-generation data analytics to reduce information asymmetry and increase transparency. Too many of our competitors have attempted to triage the title insurance industry’s historically low claim-rate against the need for greater speed and efficiency in the title insurance policies. This has led to cutting corners on disclosures while increasing the rate of claims made against title policies. This in turn has led to a reduction profits for title companies while greatly complicating the risk of future transactions. In some cases, agents have actually been forced to resort back to traditional, do-it-by-hand search procedures to supplement the work done by these competitors, completely negating (and sometimes increasing) the time and money spent on the title transaction.

We believe the answer to increasing efficiency in title transactions is more data rather than less. With more data, we can create a better, more comprehensive risk profile of end consumers that will allow us to reduce and streamline the title underwriting process. More data also means more opportunity for disclosures and a reduced risk that a claim will ever be made against one of our title policies.

Artificial Intelligence

We will harness the power of machine learning and artificial intelligence to help process the increase in consumer data. In so doing, we can not only discover new trends and inefficiencies in our data, but we can also increase the efficiency of the underwriting process. This means less time waiting for a title policy to be underwritten and more bandwidth available for our Company to handle even greater numbers of title transactions.

New Technologies

We will make targeted investments in other technologies that can transform various parts of the underwriting process. For example, we intend to explore the use of blockchain technology to reduce the risk of human error and vastly speed up title searches.

Purchase of Gulf Coast Title

To launch its title insurance business, the Company recently purchased all the issued and outstanding stock of Gulf Coast Title Insurance Company from Agents National Title Insurance Company (“ANTIC”). Gulf Coast Title Insurance Company has been in the title insurance business for approximately 42 years, licensed in and operating out of Alabama. The Company renamed the company to AHP Title Direct Inc. and will re-domesticate from Alabama to Vermont.

Target Market

We will focus on residential real estate transactions, both purchases and refinancing transactions. We will insure up to $500,000 transactions directly which will represent about 85% of our agents’ transactions.

Competition

Title Direct will face competition from two directions, from the four large title insurance companies that today control 85% of the market and from technology-oriented startups like us that are trying to disrupt the market, including States Title and Spruce Title.

Customer Acquisition Strategy

Today, title insurance is sold state-by-state with a strong emphasis on local markets. Typically, a local real estate agent or mortgage lender are influential in selecting the title company in a residential purchase or refinance transaction. This type of customer acquisition is very customized, difficult to scale, and very expensive.

We plan to take a different approach. We will target large multi-state title agencies that specialize in high-volume residential transactions. Limiting our distribution network to a smaller number of large, high-quality title agencies should allow us to keep costs low and reduce risk. Further, we believe these agencies will be highly receptive to the benefits we offer through automation and sophisticated technology. These title agencies’ customers would be the types of entities most able to benefit from our capabilities in automated underwriting, artificial intelligence and blockchain solutions.

Capital Requirements

As a title insurance company regulated by the Vermont Department of Financial Regulation, Title Direct will generally be required to maintain at least $5,000,000 in capital stock, invested in stable, liquid assets such as cash deposit accounts or near-cash investments. As Title Direct’s portfolio of title insurance policies grows, these capital requirements will increase.

Surplus Notes

The Company will lend money to Title Direct using a debt instrument known in the insurance industry as a “Surplus Note,” sometimes also referred to as “surplus debentures” or “capital notes.” Surplus Notes are unsecured obligations that are subordinated to the claims of policyholders and creditors, where payment of both interest and principal are subject to the approval of the state insurance commissioner, in this case the Insurance Division of the Vermont Department of Financial Regulation (the “Vermont Department of Insurance”). Although Surplus Notes have the features of debt instruments, including a stated interest rate and maturity date, they are treated as equity under statutory accounting principles. Thus, the Company will not be entitled to receive payment with respect to the Surplus Notes of Title Direct without the consent of the Vermont Department of Insurance.

Factors Likely to Affect our Title Insurance Business

The ability of Title Direct to conduct its title insurance business successfully depends on several factors:

Continuing Role of ANTIC

Title Direct has entered into an agreement with ANTIC captioned “Master Services Agreement” and dated July 24, 2020 (the “ANTIC Agreement”). A copy of the ANTIC Agreement is attached as Exhibit 1A-6E.

Pursuant to the ANTIC Agreement, ANTIC will provide services to Title Direct including:

All these services will be subject to the direction and control Title Direct and its executive officers.

The initial term of the ANTIC Agreement is through June 2021 unless terminated sooner by ANTIC or the Company. Thereafter, the ANTIC Agreement may be renewed by both ANTIC and the Company for successive 12 month terms. The ANTIC Agreement is governed by Missouri law and is intended to apply to both services provided above as well as any future statement of work between ANTIC and Title Direct.

Key Positions

The following are the key positions in the operations of the title insurance business:

Revenue and Expenses

Our revenue from the title insurance business will consist of:

Our expenses will include:

Our Credit improvement loan Business

What is a credit improvement loan?

Three companies in the United States, Transunion, Equifax, and Experian, sell credit information about consumers to banks and other creditors, assigning to every consumer a credit score of between 300 and 850. Consumers with low scores, or no scores at all, can find it difficult or impossible to find credit, e.g., to find a home mortgage or car loan.

The market has responded with a financial tool called a “credit improvement loan.” With a credit improvement loan, the consumer borrows money not to buy a car or a house but for the specific purpose of improving his or her credit – that is, to increase his or her credit score.

The mechanics of a credit improvement loan are simple:

1)      A lender advances money to the consumer.

2)      The money is deposited in an account with a bank or other financial institution.

3)      The lender has a first lien security interest in the account.

4)      The consumer repays the loan over time, using his or her other funds.

5)      If the loan is repaid, the consumer gets the money in the account, which can be used for any purpose, including a down payment on a house, and his or her credit score probably improves.

6)      If the loan is not repaid, the lender gets some or all of the money in the account and the consumer gets the rest.

Thus, the lender takes almost no credit risk in a credit improvement loan and realizes a profit (before administrative costs) equal to the difference between its cost of capital and the interest rate paid by the consumer.

Credit improvement loans are typically between $500 and $5,000.

How Big is the Market?

Approximately 30% of American consumers (68 million) have a credit score lower than 600, which is considered poor. But that is only the tip of the iceberg. More than 50 million American adults had no credit score at all in 2015 while roughly 26 million are “credit invisible,” meaning they have no credit history with a nationwide consumer reporting agency.

Given the importance of credit in the American economy, all of these consumers are potential customers for credit improvement loans.

Our Customer Acquisition Strategy

The $3 billion credit repair industry offers advice and services to consumers hoping to improve their credit to either qualify for certain loans or get more favorable terms on loans. The industry expects to experience significant growth as a result of the COVID-19 pandemic.

The Company will market credit improvement loans to reputable credit services companies and to consumers directly. Additionally, we will provide training to attorneys, real estate agents and mortgage professionals to identify and refer potential homebuyers who could benefit from a credit improvement loan.

Competition

Today, most credit improvement loans are made by community credit unions and through so-called “secured credit cards.”

Credit improvement loans have significant advantages over secured credit cards:

Leverage

Title Direct intends to borrow money from the FHLBB and other lenders to make credit improvement loans, subject to regulatory and underwriting approval.

Factors Likely to Affect our Credit Improvement Business

The ability of the Company to conduct its credit improvement loan business successfully depends on several factors:

Key Positions

The following are the key positions in the operations of the credit improvement loan business:

Revenue and Expenses

Our revenue from credit improvement loans will consist of interest and origination fees paid by borrowers. Our expenses will consist of (i) interest and other costs of capital, (ii) marketing and distribution expenses, and (iii) administrative expenses, including servicing costs.

Offices and Employees

Offices

The Company’s office is located at 440 S LaSalle Street, Suite 1110, Chicago, IL 60605. The Company occupies approximately 1,200 square feet of office space.

Employees

The Company and its affiliates have approximately 70 employees, all located in Chicago.

PAST PERFORMANCE: OUR TRACK RECORD SO FAR

Summary and Narrative Description

Affiliates of the Company have been investing in non-performing Mortgage Loans for approximately 10 years. Through September 30, 2020, they have purchased more approximately 5,000 Mortgage Loans for an aggregate price of more than $80,000,000, in six different offerings of securities, each of which we prefer to as a “Program.” These Programs include Series 2013C, Series 2013D, Series 2014A, and Series 2014B of American Homeowner Preservation, LLC, which we refer to as the “Non-Public Programs,” and offerings under SEC Regulation A by American Homeowner Preservation 2015A+, LLC and AHP Servicing, LLC, which we refer to as the “Public Programs.”

Each of the Programs is similar to the Company in the following respects:

Further, none of the Programs:

The Programs are also dissimilar to the Company in some important respects:

Despite these differences, investors who are considering purchasing Series A Preferred Stock from the Company might find it useful to review information about the Programs. Of course, prospective investors should bear in mind that prior performance does not guaranty future results. The fact that a prior Program has been successful (or unsuccessful) does not mean the Company will experience the same results.

There have been no major adverse business developments or conditions experienced by any Program that would be material to purchasers of the Company’s Series A Preferred Stock.

The following table summarizes the Programs through September 30, 2020. All figures are unaudited and are presented on a federal income tax basis.

NOTE: While affiliates of the Company have substantial experience investing in non-performing Mortgage Loans, as indicated by the table above, the Company and Title Direct will engage in three lines businesses in which neither the Company nor its affiliates have experience: investing in performing Mortgage Loans; credit improvement loans; and title insurance.

SECURITIES BEING OFFERED

Description of Securities

We are offering to the public up to $50,000,000 of Series A Preferred Stock, which we refer to as the “Series A Preferred Stock.”

Price of Series A Preferred Stock

We will offer the Series A Preferred Stock at $10.00 per share.

Voting Rights

Owners of the Series A Preferred Stock – that is, Investors – will have no right to vote or otherwise participate in the management of the Company. Instead, the Company is managed by the Board of Directors exclusively. However, without the consent of a majority of the Investors, measured by the number of shares held, the Board may not amend the Company’s LLC Agreement in a manner that would reasonably be expected to have an adverse effect on the Company or its Stockholders.

Distributions

If the Company has money after paying all of its expenses (and establishing appropriate reserves for future obligations), it intends to distribute that money to its stockholders. We intend to make distributions on a monthly basis. Distributions to Investors will be governed by the Authorizing Resolution, which (together with the LLC Agreement) contains the terms of the Series A Preferred Stock. The Authorizing Resolution provides that, while any share of Series A Preferred Stock remains outstanding, any distributions by the Company must be made in the following order of priority:

The Authorizing Resolution is attached as Exhibit 1A-2C.

IMPORTANT NOTE: The distribution “waterfall” discussed above describes only the order of priority in which the Company must make distributions to the extent it has money to distribute – it is not a guaranty that the Company will generate sufficient income to make any distributions. There is no guaranty that we will have enough money to pay Investors a 10% return, or even to return their capital. The Company has not yet commenced operations, has not generated profits, and may be unable to pay distributions.

Term of Series A Preferred Stock

The Authorizing Resolution provides that the Board must try to return all of the money invested by each Investor no later than the fifth (5th) anniversary following the investment. If the Company doesn’t have enough money, holders of our Series A Preferred Stock might receive a return of their investment later than five years, or not at all. If the Company is profitable, as we expect it to be, it is very likely that investors will receive a return of their investment sooner than five years.

How We Decide How Much To Distribute

To decide how much to distribute, we start with our revenues and expenses described in “Our Company and Business – Our Mortgage Loan Business – Revenue and Expenses.” We then add any distributions or loan repayments we have received from Title Direct and subtract other cash expenditures (including contributions or advances to Title Direct) and amounts we believe should be held in reserve against future contingencies.

Withholding

In some situations, we might be required by law to withhold taxes and/or other amounts from distributions made to Investors. The amount we withhold will still be treated as part of the distribution. For example, if we distribute $100 to you and are required to withhold $10 in taxes, for our purposes you will be treated as having received a distribution of $100 even though you received a check for only $90.

For instance, as the Company operates in Illinois, Investors may generate a tax liability to the State of Illinois. The Company can file a consolidated tax return with the State of Illinois for non-Illinois residents and entities, regardless of domicile. To satisfy the Illinois tax liability, the Company may withhold the Illinois tax (equal to 4.35% of Illinois income in 2017, although subject to change) from an Investor’s distribution once per year or upon early redemption. Investors who live in states with their own income tax may be allowed to credit the Illinois tax payment against their own state’s income tax. The Illinois tax can also be claimed as an itemized deduction (for investors who itemize deductions) on Investors’ federal returns.

By filing as part of the consolidated return, investors would generally not be required to file their own State of Illinois tax returns if their only Illinois income is derived from their investment in the Company. Investors who do not want withholding and want to take responsibility for their own Illinois tax liability may choose to execute the Illinois Department of Revenue Form IL-1000-E Certificate of Exemption for Pass-through Withholding Payments. A completed IL-1000-E should be provided to the Company any time prior to December 31^st of any tax year, or prior to tendering an early redemption request, in order to opt out of withholding. Once a Form IL-1000-E is received by the Company, this will remain in effect for the life of an Investor’s investment(s), unless new instructions are received from Investor.

No Guaranty

We can only distribute as much money as we have. There is no guaranty that we will have enough money, after paying expenses, to distribute enough to pay a 10% annual return to Investors or even to return all of the invested capital.

Transfers

No Investor may sell, transfer, or encumber (place a lien on) his Series A Preferred Stock unless (i) the Board, in its sole and absolute discretion, approves the transfer; or (ii) in the case of an Investor that is a natural person, such Investor dies or a court finds that he or she is legally incompetent, in which case the Series A Preferred Stock shall be transferred automatically to the heirs or personal representative of the Investor. The Company also has a right of first refusal to purchase any shares of the Company a stockholder proposes to transfer.

Certain transfers are exempt from this provision – a transfer of shares to or for the benefit of any spouse, child or grandchild of the Investor, or to a trust for their exclusive benefit, shall be exempt from these provisions, provided that (i) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of the LLC Agreement, and (ii) such shares shall not thereafter be transferred in further reliance on this exemption. Transfers pursuant to the Company’s limited right of liquidity (see page 39) are also exempt from this restriction.

Before the Board consents to a transfer of Series A Preferred Stock, it may impose reasonable conditions, including but not limited to written assurance that (i) the transfer is not required to be registered under the Securities Act of 1933, (ii) the transferor or the transferee will reimburse the Company for expenses incurred in connection with the transfer, and (iii) the transfer will not cause the termination of the Company as a partnership under section 708 of the Internal Revenue Code or cause the Company to be treated as a “publicly traded partnership” under section 7704 of the Internal Revenue Code.

Mandatory Withdrawals

The Company may require an Investor to sell all or a portion of his, her or its Series A Preferred Stock back to the Company in the following circumstances:

The purchase price of the shares of series A Preferred Stock would be equal to the Investor’s capital account associated with such shares, which would be paid by wire transfer or other immediately-available funds at closing, which would be held within sixty (60) days following written notice from the Company of its election to repurchase the shares. If the Company causes an Investor to sell all of the Investor’s Series A Preferred Stock, the Investor will have no further interest in the Company.

Limited Right of Liquidity

The Authorizing Resolution that establishes the Series A Preferred Stock gives Investors a limited right of liquidity by giving them right to request that the Company purchase, or arrange for the purchase of, all or a portion of their Series A Preferred Stock. To request that the Company purchase or arrange for the purchase shares, Investors must submit a written request to the Company specifying the number of shares the Investor desires to sell. If the request is received by the fifteenth (15th) day of a calendar month, the Company will use commercially reasonable efforts to arrange for the purchase (or notify the Investor that the Company cannot accommodate the request) by the end of such month; if the request is received by the Company after the fifteenth (15th) day of a month, the Company will use commercially reasonable efforts to arrange for the purchase (or notify the Investor that the Company cannot accommodate the request) by the end of the following month.

If the Company is not able to purchase or arrange for the purchase an Investor’s shares and so notifies the Investor within the time limits described above, the Investor may either rescind the request or maintain the request on a month-to-month basis until satisfied or rescinded. Investors have the right to withdraw a purchase request in writing at any time prior to the closing of the sale, provided that if an investor withdraws the request, any subsequent request will be treated as a new request.

This limited right of liquidity is subject to important limitations:

The purchase price of Series A Preferred Stock repurchased pursuant to the limited right of liquidity will be equal to the balance of the Investor’s unreturned investment relating to such shares, subject to certain adjustments as follows. If the sale occurs within one year following the date the Investor acquired the shares being sold, the purchase price will be reduced by an amount sufficient to reduce the Investor’s annualized Series A Preferred Return through the date of the repurchase from 7% to 5% (to the extent the Investor has received distributions of the Series A Preferred Return); if the repurchase occurs more than one year but less than two years from date of acquisition, the annualized Series A Preferred Return will be reduced from 7% to 6%. For purposes of this provision, the shares purchased first in time will be treated as being sold first for purposes of calculating the applicable holding period.

If more than one Investor requests that the Company purchase its Series A Preferred Stock, the Company will consider the requests in the order received.

LIMIT ON AMOUNT A NON-ACCREDITED INVESTOR CAN INVEST

As long as you’re at least 18 years old, you can invest in this Offering. But if you’re not an “accredited” investor, the amount you can invest is limited by law.

Under 17 CFR §230.501, a regulation issued by the SEC, the term “accredited investor” means:

If you fall within any of those categories, then you can invest as much as you want. If you don’t fall within any of those categories, then the most you can invest in this Offering is the greater of:

These limits are imposed by law, not by us.

When you go to our website, www.AHPServicing.com, we will ask whether you are an accredited investor. If you are not, then we’ll ask about your annual income and net worth.

SALE AND DISTRIBUTION OF SECURITIES

In the Offering, we are offering up to $50,000,000 of our Series A Preferred Stock, which we refer to as the “Series A Preferred Stock.”

The Offering will begin as soon as our Offering Statement is “qualified” by the SEC and will end on the sooner of (i) a date determined by the Company, or (ii) the date the Offering is required to terminate by law.

Only the Company is selling securities in this Offering. None of our existing Stockholders is selling any securities.

There is no “minimum” in this Offering. Although we are trying to raise as much as $50,000,000, we will accept and deploy all the money we raise, no matter how little.

We are not using an underwriter or broker to sell the Series A Preferred Stock. Instead, we are selling Series A Preferred Stock only through our website, located at www.AHPServicing.com, which we refer to as the “Site.” We are not paying commissions to anybody for selling the Series A Preferred Stock.

We reserve the right to reject any subscription in whole or in part for any reason. If we reject your subscription, we will return all your money without interest or deduction.

After the Offering has been “qualified” by the SEC, we intend to advertise the Offering using the Site and through other means, including public advertisements and audio-visual materials, in each case only as we authorize. Although these materials will not contain information that conflicts with the information in this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Series A Preferred Stock, our advertising materials will not give a complete understanding of this Offering, the Company, or the Series A Preferred Stock and are not to be considered part of this Offering Circular. The Offering is made only by means of this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Series A Preferred Stock.

For instructions how to invest, see “How To Invest.”

HOW TO INVEST

To buy Series A Preferred Stock, go to one of our websites, either www.AHPTitle.com or www.AHPFund.com, which we refer to as the “Site,” and follow the instructions. We will ask for certain information about you, including:

We will also ask you to sign our Investment Agreement, a copy of which is attached as Exhibit 1A-4.

You will pay for your Series A Preferred Stock using one of the options described on the Site.

The information you submit, including your signed Investment Agreement, is called your “subscription.” We will review your subscription and decide whether to accept it. We have the right to accept or reject subscriptions in our sole discretion, for any reason or for no reason. If we decide not to accept your subscription, we will return your money to you.

Once we have accepted your subscription, we will notify you by email and the investment process will be complete. We will also notify you by email if we do not accept your subscription, although we might not explain why.

We will not issue you a paper certificate representing your Series A Preferred Stock.

Anyone can buy our Series A Preferred Stock. We do not intend to limit investment to people with a certain income level or net worth.

The minimum investment is $100.

ESTIMATED USE OF PROCEEDS

We expect the Offering itself to cost about $75,000, including legal and accounting fees – principally the cost of preparing this Offering Circular.

The following table illustrates how we expect to deploy the capital we raise in the Offering:

These represent our best estimates as of the date of this Offering Circular and are subject to change.

We are not paying commissions to underwriters, brokers, or anybody else for selling or distributing the Series A Preferred Stock. Because we are not paying any commissions, more of your money can go to work for you.

SUMMARY OF LLC AGREEMENT

The Company is governed by an agreement captioned “Limited Liability Company Agreement” dated December 18 2020, which we refer to as the “LLC Agreement.” The following summarizes some of the key provisions of the LLC Agreement. This summary is qualified in its entirety by the LLC Agreement itself, which is included as Exhibit 1A-2B.

Formation and Ownership

The Company was formed in Delaware on March 26, 2020 pursuant to the Delaware Limited Liability Company Act.

As of the date of this Offering Circular, the only owner of the Company is American Homeowner Preservation, Inc., a Delaware corporation (“AHP”). When Investors buy Shares of Series A Preferred Stock in this Offering, they, too, will become owners.

Classes of Ownership

Under Delaware law, the ownership interests in a limited liability company are called “limited liability company interests.” The LLC Agreement creates two kinds of limited liability company interests in the Company:

The LLC Agreement authorizes the Company to issue up to 1,000,000 Common Shares and up to 19,000,000 Investor Shares.

The LLC Agreement also authorizes the Company to divide the Investor Shares into classes, by way of an authorizing resolution. Pursuant to the Authorizing Resolution dated December 18, 2020 (a copy of which is attached as Exhibit 1A-2C), the Company’s Board of Directors authorized the issuance of up to 7,500,000 shares of Series A Preferred Stock (the class of shares being offered in this Offering). The Series A Preferred Stock will be owned by Investors who purchase shares of Series A Preferred Stock in the Offering. Our directors, officers and employees (and their affiliates) might also acquire Series A Preferred Stock (on the same terms as other Investors).

The Series A Preferred Stock and the Common Shares have different rights to distributions, as described under “Distributions.” Otherwise, there are no differences between the Series A Preferred Stock and the Common Shares.

The Common Shares of the Company are and will continue to be owned by AHP and its affiliates.

Management; Voting Rights

The LLC Agreement vests exclusive authority over the business and affairs of the Company in a Board of Directors, with our founder, Jorge P. Newbery, being one of the members and having the right to appoint the others. Further, the LLC Agreement gives Mr. Newbery that number of votes on any decision of the Board equal to the number of seats on the Board. Thus, Mr. Newbery will control all decisions of the Board and will have complete control over the Company. At this time, the Board is composed of Jorge P. Newbery (our Founder), Echeverria Kelly, and Patrick McLaughlin.

The LLC Agreement authorizes the Board to appoint officers of the Company from time to time and give them such duties and responsibilities as the Board shall determine.

Investors do not have voting rights, except in connection with certain stockholder approvals required in connection with certain material amendments to the LLC Agreement. Among other things, this means that Investors will not have the right to elect Board members or officers, remove Board members or officers, or generally vote on or otherwise approve or reject any decisions or actions of the Company.

Exculpation, Limitation of Liability and Indemnification of Directors and Officers

The LLC Agreement protects the directors, officers and employees of the Company and their affiliates from lawsuits brought by Investors or other parties. For example, it provides that such persons will not be responsible to Investors or the Company for mistakes, errors in judgment, or other acts or omissions (failures to act) as long as the act or omission was not the result of fraud or willful misconduct by such persons. This limitation of liability is referred to as “exculpation.”

Further, the LLC Agreement provides that the directors, officers and employees of the Company do not owe any fiduciary duties to the Company or its stockholders, and that any fiduciary duties that may be implied by applicable law are expressly waived by the stockholders (including Investors) and the Company. This means that stockholders would generally be barred from bringing claims for breach of fiduciary duty, misappropriation of business opportunities, or similar claims alleging that the directors, officers and/or employees of the Company breached some duty or obligation to stockholders or the Company (but not claims based on a breach of the terms of the LLC Agreement or Authorizing Resolution).

The waiver of fiduciary duties and the exculpation provisions discussed above do not apply to claims made under the federal securities laws.

The LLC Agreement also requires the Company to indemnify (reimburse) the directors, officers and employees of the Company and their affiliates from losses, liabilities, and expenses they incur in performing their duties, provided that they (i) acted in good faith and in a manner believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) the challenged conduct did not constitute fraud or willful misconduct, in either case as determined by a final, non-appealable order of a court of competent jurisdiction. For example, if a third party sued the directors and officers of the Company on a matter related to the Company’s business, the Company would be required to indemnify the directors and officers for any losses or expenses they incur in connection with the lawsuit, including attorneys’ fees, judgments, etc. However, this indemnification is not available where a court or other juridical or governmental body determines that the person to be indemnified is not entitled to indemnification under the standard described in the preceding sentence.

Notwithstanding the foregoing, no exculpation or indemnification is permitted to the extent such exculpation or indemnification would be inconsistent with the requirements of federal or state securities laws or other applicable law.

The detailed rules for exculpation and indemnification are set forth in Section 6 of the LLC Agreement.

Obligation to Contribute Capital

Once an Investor pays for his, her, or its Series A Preferred Stock, he, she, or it will not be required to make any further contributions to the Company. However, if an Investor has wrongfully received a distribution, he, she, or its might have to pay back some or all of it.

Personal Liability

No Investor will be personally liable for any of the debts or obligations of the Company.

Death, Disability, Etc.

If an Investor should die or become incapacitated, his, her or its successors will continue to own the Series A Preferred Stock.

“Drag-Along” Right

If the Board wants to sell the business conducted by the Company, it may effect the transaction as a sale of the assets owned by the Company or as a sale of all the equity interests in the Company. In the latter case, Investors will be required to sell their Series A Preferred Stock as directed by the Board, receiving the same amount they would have received had the transaction been structured as a sale of assets.

Rights to Information

Each year, the Company will provide Investors with (i) a statement showing in reasonable detail the computation of the amount distributed to the Investors, (ii) a balance sheet of the Company, (iii) a statement of the income and expenses of the Company, and (iv) information for Investors to prepare their tax returns. The balance sheet and statement of income and expenses do not have to be audited, at least for purposes of the LLC Agreement.

By law, the Company also will be required to provide investors with additional information, including annual audited financial statements, annual reports filed on SEC Form 1-K, semiannual reports filed on SEC Form 1-SA, special financial reports filed on SEC Form 1-K, and current reports on SEC Form 1-U. If the Series A Preferred Stock is held “of record” by fewer than 300 persons, these reporting obligations could be terminated.

An Investor’s right to see additional information or inspect the books and records of the Company is limited by the LLC Agreement.

Electronic Delivery

All documents, including all tax-related documents, will be transmitted by the Company to Investors via electronic delivery.

Amendment

The Board may amend the LLC Agreement unilaterally (that is, without the consent of anyone else) for a variety of purposes, including to:

However, the Board may not adopt any amendment that would reasonably be expected to have an adverse effect on the Company or its stockholders, without the consent of stockholders holding a majority of all issued and outstanding shares of the Company’s capital stock.

FEDERAL INCOME TAX CONSEQUENCES

The following summarizes some of the federal income tax consequences of acquiring our Series A Preferred Stock. This summary is based on the Internal Revenue Code (the “Code”), regulations issued by the Internal Revenue Service (“Regulations”), and administrative rulings and court decisions, all as they exist today. The tax laws, and therefore the federal income tax consequences of acquiring Series A Preferred Stock, could change in the future.

This is only a summary, applicable to a generic Investor. Your personal situation could differ. We encourage you to consult with your own tax advisor before investing.

Classification as a Partnership

The Company will be treated as a partnership for federal income tax purposes.

If the Company were treated as a corporation and not as a partnership for federal income tax consequences, any operating profit or gain on sale of assets would generally be subject to two levels of federal income taxation. By making the Company less profitable, this could reduce the economic return to Investors.

Federal Income Taxation of the Company and its Owners

As a partnership, the Company will not itself be subject to federal income taxes. Instead, each Investor will be required to report on his personal federal income tax return his distributive share of income, gains, losses, deductions and credits for the taxable year, whether or not actual distributions of cash or other property are made to him. Each Investor’s distributive share of such items will be determined in accordance with the LLC Agreement.

Deduction of Losses

The Company is not expected to generate significant losses for federal income tax purposes. If it does generate losses, each Investor may deduct his allocable share subject to the basis limitations of Code section 704(d), the “at risk” rules of Code section 465, and the “passive activity loss” rules of Code section 469. Unused losses generally may be carried forward indefinitely. The use of tax losses generated by the Company against other income may not provide a material benefit to Investors who do not have other taxable income from passive activities.

Tax Basis

Code section 704(d) limits an Investor’s loss to his tax “basis” in his Series A Preferred Stock. An Investor’s tax basis will initially equal his capital contribution (i.e., the purchase price for his Series A Preferred Stock). Thereafter, his basis generally will be increased by further capital contributions made by the Investor, his allocable share of the taxable and tax-exempt income of the Company, and his share of certain liabilities of the Company. His basis generally will be decreased by the amount of any distributions he receives, his allocable share of the losses and deductions of the Company, and any decrease in his share of liabilities.

20% Deduction for Pass-Through Entities

In general, the owners of a partnership, or an entity (like the Company) that is treated as a partnership for Federal income tax purposes, may deduct up to 20% of the amount of taxable income and gains allocated to them by the partnership, excluding certain items like interest and capital gains. However, the deduction claimed by any owner may not exceed the greater of:

At least initially, the Company will not pay wages or own depreciable assets. Hence, Investors will not be entitled to any deduction under this provision.

Limitations of Losses to Amounts at Risk

In the case of certain taxpayers, Code section 465 limits the deductibility of losses from certain activities to the amount the taxpayer has “at risk” in the activities. An Investor subject to these rules will not be permitted to deduct his allocable share of the losses of the Company to the extent the losses exceed the amount he is considered to have at risk. If an Investor’s at risk amount should fall below zero, he would generally be required to “recapture” such amount by reporting additional income.

An Investor generally will be considered at risk to the extent of his cash contribution (i.e., the purchase price for his Series A Preferred Stock), his basis in other contributed property, and his personal liability for repayments of borrowed amounts. His amount at risk will generally be increased by further contributions and his allocable share of the income of the Company, and decreased by distributions he receives and his allocable share of the losses of the Company. With respect to amounts borrowed for investment in the Company, an Investor will not be considered to be at risk even if he is personally liable for repayment if the borrowing was from a person who has certain interests in the Company other than an interest as a creditor. In all events, an Investor will not be treated as at risk to the extent his investment is protected against loss through guarantees, stop loss agreements, or other similar arrangements.

Limitations on Losses From Passive Activities

In the case of certain taxpayers, Code section 469 generally provides for a disallowance of any loss attributable to “passive activities” to the extent the aggregate losses from all such passive activities exceed the aggregate income of the taxpayer from such passive activities. Losses that are disallowed under these rules for a given tax year may be carried forward to future years to be offset against passive activity income in such future years. Furthermore, upon the disposition of a taxpayer’s entire interest in any passive activity, if all gain or loss realized on such disposition is recognized, and such disposition is not to a related party, any loss from such activity which was not previously allowed as a deduction and any loss from the activity for the current year is allowable as a deduction in such year, first against income or gain from the passive activity for the taxable year of disposition, including any gain recognized on the disposition, next against net income or gain for the taxable year from all passive activities, and, finally, against any other income or gain.

The Company will be treated as a passive activity to Investors. Hence, Investors generally will not be permitted to deduct their losses from the Company except to the extent they have income from other passive activities. Similarly, tax credits arising from passive activity will be available only to offset tax from passive activity. However, all such losses, to the extent previously disallowed, will generally be deductible in the year an Investor disposes of his entire interest in the Company in a taxable transaction.

Limitation on Capital Losses

An Investor who is an individual may deduct only $3,000 of net capital losses every year (that is, capital losses that exceed capital gains). Net capital losses in excess of $3,000 per year may generally be carried forward indefinitely.

Limitation on Investment Interest

Interest that is characterized as “investment interest” generally may be deducted only against investment income. Investment interests would include, for example, interest paid by an Investor on a loan that was incurred to purchase Series A Preferred Stock and interest paid by the Company to finance investments, while investment income would include dividends and interest but would not generally include long term capital gain. Thus, it is possible that an Investor would not be entitled to deduct all of his or her investment interest. Any investment interest that could not be deducted may generally be carried forward indefinitely.

Treatment of Liabilities

If the Company borrows money or otherwise incurs indebtedness, the amount of the liability will be allocated among all of the owners of the Company (including Investors) in the manner prescribed by the Regulations. In general (but not for purposes of the “at risk” rules) each owner will be treated as having contributed cash to the Company equal to his allocable share of all such liabilities. Conversely, when an owner’s share of the Company’s liabilities is decreased (for example, if the Company repays loans or an owner disposes of Series A Preferred Stock) then such owner will be treated as having received a distribution of cash equal to the amount of such decrease.

Allocations of Profits and Losses

The profits and losses of the Company will be allocated among all of the owners of the Company (including the Investors) by the Board pursuant to the rules set forth in the LLC Agreement. In general, the Board will seek to allocate such profits and losses in a manner that corresponds with the distributions each owner is entitled to receive, i.e., so that tax allocations follow cash distributions. Such allocations will be respected by the IRS if they have “substantial economic effect” within the meaning of Code section 704(b). If they do not, the IRS could re-allocate items of income and loss among the owners.

Sale or Exchange of Series A Preferred Stock

In general, the sale of Series A Preferred Stock by an Investor will be treated as a sale of a capital asset. The amount of gain from such a sale will generally be equal to the difference between the selling price and the Investor’s basis. Such gain will generally be eligible for favorable long-term capital gain treatment if the Series A Preferred Stock were held for at least 12 months. However, to the extent any of the sale proceeds are attributable to substantially appreciated inventory items or unrealized receivables, as defined in Code section 751, the Investor will recognize ordinary income.

If, as a result of a sale of Series A Preferred Stock, an Investor’s share of the liabilities of the Company is reduced, such Investor could recognize a tax liability greater than the amount of cash received in the sale.

Code section 6050K requires any Investor who transfers Series A Preferred Stock at a time when the Company has unrealized receivables or substantially appreciated inventory items to report such transfer to the Company. If so notified, the Company must report the identity of the transferor and transferee to the IRS, together with such other information described in the Regulations. Failure by an Investor to report a transfer covered by this provision may result in penalties.

A gift of Series A Preferred Stock will be taxable if the donor-owner’s share of the Company debt is greater than his adjusted basis in the gifted interest. The gift could also give rise to federal gift tax liability. If the gift is made as a charitable contribution, the donor-owner is likely to realize gain greater than would be realized with respect to a non-charitable gift, since in general the owner will not be able to offset the entire amount of his adjusted basis in the donated Series A Preferred Stock against the amount considered to be realized as a result of the gift (i.e., the debt of the Company).

Transfer of Series A Preferred Stock by reason of death would not in general be a taxable event, although it is possible that the IRS would treat such a transfer as taxable where the decedent-owner’s share of debt exceeds the pre-death basis of his interest. The decedent-owner’s transferee will take a basis in the Series A Preferred Stock equal to its fair market value at death (or, in certain circumstances, on the date six (6) months after death), increased by the transferee’s share of debt. For this purpose, the fair market value will not include the decedent’s share of taxable income to the extent attributable to the pre-death portion of the taxable year.

Treatment of Distributions

Upon the receipt of any distribution of cash or other property, including a distribution in liquidation of the Company, an Investor generally will recognize income only to the extent that the amount of cash and marketable securities he receives exceed the basis of his Series A Preferred Stock. Any such gain generally will be considered as gain from the sale of his Series A Preferred Stock.

Alternative Minimum Tax

The Code imposes an alternative minimum tax on individuals and corporations. Certain items of the Company’s income and loss may be required to be taken into account in determining the alternative minimum tax liability of Investors.

Taxable Year

The Company will report its income and losses using the calendar year. In general, each Investor will report his, her or its share of the Company’s income and losses for the taxable year of such Investor that includes December 31^st, i.e., the calendar year for individuals and other owners using the calendar year.

Section 754 Election

The Company may, but is not required to, make an election under Code section 754 on the sale of Series A Preferred Stock or the death of an Investor. The result of such an election is to increase or decrease the tax basis of the assets of the Company for purposes of allocations made to the buyer or beneficiary which would, in turn, affect depreciation deductions and gain or loss on sale, among other items.

Unrelated Business Taxable Income for Tax-Exempt Investors

A church, charity, pension fund, or other entity that is otherwise exempt from federal income tax must nevertheless pay tax on “unrelated business taxable income.” In general, interest and gains from the sale of property (other than inventory) are not treated as unrelated business taxable income. However, interest and gains from property that was acquired in whole or in part with the proceeds of indebtedness may be treated as unrelated business taxable income. Because the Company might borrow money to buy loans or other assets, some of the income of the Company could be subject to tax in the hands of tax-exempt entities.

Tax Returns and Tax Information; Audits; Penalties; Interest

The Company will furnish each Investor with the information needed to be included in his federal income tax returns. Each Investor is personally responsible for preparing and filing all personal tax returns that may be required as a result of his purchase of Series A Preferred Stock. The tax returns of the Company will be prepared by accountants selected by the Company.

If the tax returns of the Company are audited, it is possible that substantial legal and accounting fees will have to be paid to substantiate our position and such fees would reduce the cash otherwise distributable to Investors. Such an audit may also result in adjustments to our tax returns, which adjustments, in turn, would require an adjustment to each Investor’s personal tax returns. An audit of our tax returns may also result in an audit of non-Company items on each Investor’s personal tax returns, which in turn could result in adjustments to such items. The Company is not obligated to contest adjustments proposed by the IRS.

Each Investor must either report Company items on his tax return consistent with the treatment on the information return of the Company or file a statement with his tax return identifying and explaining the inconsistency. Otherwise the IRS may treat such inconsistency as a computational error and re-compute and assess the tax without the usual procedural protections applicable to federal income tax deficiency proceedings.

The Board will serve as the “tax matters partner” of the Company and will generally control all proceedings with the IRS.

The Code imposes interest and a variety of potential penalties on underpayments of tax.

Other Tax Consequences

The foregoing discussion addresses only selected issues involving federal income taxes, and does not address the impact of other taxes on an investment in the Company, including federal estate, gift, or generation-skipping taxes, or State and local income or inheritance taxes. Prospective Investors should consult their own tax advisors with respect to such matters. 

MANAGEMENT DISCUSSION

Operating Results

The Company was created on March 26, 2020. The Company has conducted only limited business activities relating to its formation and therefore has no operating results.

Liquidity and Capital Resources

The Company is seeking to raise up to $50,000,000 of capital in this Offering by selling Series A Preferred Stock to Investors.

To provide more “liquidity” – meaning cash – we might borrow money from banks or other lenders, secured by Mortgage Loans and other property owned by the Company. As a licensed insurance company, Title Direct has the ability to borrow from the FHLBB.

The Company does not currently have any capital commitments. We expect to deploy the capital we raise in this Offering as described in “Estimated Use of Proceeds.” Should we need more capital for any reason, we could either sell more Series A Preferred Stock or sell other classes of securities. In selling Series A Preferred Stock or other securities, we might be constrained by the securities laws. For example, we are not allowed to sell more than $50,000,000 of securities using Regulation A during any period of 12 months.

Plan of Operation

Having raised capital in the Offering, the Company intends to operate in the manner described in “Our Company and Business.”

Whether we raise $50,000,000 in the Offering or less, we believe we have access to sufficient capital resources to begin operating our title insurance business (through Title Direct) and buying Mortgage Loans. If we raise less than $50,000,000, we will buy fewer Mortgage Loans and build out the title insurance business and the credit improvement business more slowly. In the Company’s opinion, the proceeds of the Offering will satisfy the Company’s cash requirements and the Company does not believe it will be necessary to raise additional funds in the next six months to implement its plan of operations.

Trend Information

Because the Company is a new business, management has not identified any significant recent trends in the Company’s performance. As of the date of this Offering Circular, management is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the Company’s reported financial information not necessarily to be indicative of future operating results or financial condition, other than the COVID-19 pandemic and other factors described in “Risks of Investing.”

DIRECTORS, OFFICERS, AND SIGNIFICANT EMPLOYEES

Names, Ages, Etc.

All the foregoing individuals are employees of AHP Servicing unless otherwise indicated.

*This column represents the individual’s full work schedule. Only a portion of the time will be devoted to the businesses of the Company and Title Direct.

Business Experience

Mr. Newbery

Chief Executive Officer and Director of the Company and Title Direct

Jorge Newbery founded American Homeowner Preservation, LLC, or “AHP,” in 2008 as a nonprofit organization with a mission of keeping families at risk of foreclosure in their homes. In 2009, AHP transitioned to a for-profit entity, but AHP and the Company continue to operate with a dual purpose: to earn returns for Investors while seeking consensual solutions to help struggling homeowners keep their homes.

Mr. Newbery brings a wealth of real estate and mortgage experience to his role. Mr. Newbery was the President of Budget Real Estate Inc. from 1995 to 2008, where he brokered over 1,000 troubled Department of Housing and Urban Development and real estate owned properties and acquired, renovated and operated over 200 distressed multi-family, single-family and commercial properties.

By 2004, Mr. Newbery owned more than 4,000 apartment units nationwide. Then financial disaster struck in the form of an ice storm on Christmas Eve 2004 which devastated Mr. Newbery’s largest holding, the 1,100 unit Woodland Meadows complex in Columbus, Ohio. Mr. Newbery wound up in extended litigation with the insurer. Although the insurer eventually settled for $32 million, the settlement was too little, too late. Mr. Newbery lost everything and emerged $26 million in debt. The lessons learned from this experience formed the foundation for the establishment of AHP.

From 1992 to 1995, Mr. Newbery co-founded and operated Sunset Mortgage, which specialized in obtaining loans for homeowners faced with challenging credit hurdles.

Patrick McLaughlin

President and Director of the Company and Title Direct

Before joining the Company, Pat was Managing Director of RockTop Partners, LLC, an alternative investment manager that specializes in distressed consumer credit markets and Ursus Holdings, LLC, which provides title curative services, consulting, investment services, analytics, and legal services to the mortgage Industry.

Prior to that, Pat was President of First American Mortgage Services, the primary provider of national title solutions for residential mortgage originators and servicers. Pat’s responsibilities included business development, operational management, expansion of strategic partnerships, and financial reporting in the lender’s services segment. Pat served in a variety of roles at First American over a 25-year period. Pat holds a bachelor’s degree from the University of California, Los Angeles, a Juris Doctor from the University of San Francisco, and is also a member of the State Bar of California.

Craig Lindauer

Chief Financial Officer and Director of the Company and Title Direct

Craig is responsible for all aspects of the financial management of the Company and its affiliates, including corporate tax strategies, treasury management, corporate and mortgage accounting and investor relations. He is a results-driven leader who offers broad management, with a concentration on internal controls and strategic planning.

Before joining the Company, Craig served as the Executive Vice President for Seneca Mortgage Services and its predecessors for 15 years. Craig has more than 30 years in the mortgage servicing industry, with a substantial focus on the financial sectors. Craig is a graduate of Canisius College with a bachelor’s degree in accounting.

Echeverria Kelly

Director of the Company and Title Direct

Ms. Kelly earned her BA from Claremont McKenna College and her MS from the University of Illinois at Urbana-Champaign.

Ms. Kelly is a principal and minority owner of AHP, which owns all the Common Shares of the Company. Ms. Kelly has contributed to AHP since its founding, most recently as Chief Operating Officer from September 2013 through March 2018.

Charles King

Chief Compliance Officer of the Company and Title Direct

Mr. King holds a Juris Doctor degree from the University of Michigan Law School and a Bachelor of the Arts degree in political science from the University of Iowa. Mr. King is licensed to practice law in the state of Illinois.  

Mr. King joined the Company in April 2018 as Vice President and Chief Compliance Officer. Prior to joining the Company, Mr. King worked at Dovenmuehle Mortgage, Inc. from January 2012 to April 2018. Mr. King served in a variety of capacities, including Staff Attorney in Dovenmuehle's corporate Legal Department where he advised on a range of legal issues, with a focus on licensing and state regulatory compliance issues.  He previously served as the Assistant Manager of the Default Litigation Department, Assistant Manager of Dovenmuehle's Attorney Oversight Department, Compliance Associate, and Default Litigation Specialist. 

Family Relationships

Mr. Newbery and Ms. Kelly are married. There are no other family relationships among the directors, executive officers and significant employees of the Company.

Ownership of Related Entities

Mr. Newbery (80%) and Ms. Kelly (20%) own all the issued and outstanding stock of AHP. They also own an interest in, and control, AHP Servicing.

Legal Proceedings

Within the last five years, no director, executive officer or significant employee of the Company has been convicted of, or pleaded guilty or no contest to, any criminal matter, excluding traffic violations and other minor offenses.

Within the last five years, no director, executive officer or significant employee of the Company, no partnership of which a director, executive officer or significant employee was a general partner, and no corporation or other business association of which a director, executive officer or significant employee was an executive officer, has been a debtor in bankruptcy or any similar proceedings.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The table below presents the anticipated annual compensation of each of the three highest paid executive officers and directors of the Company for 2021.

*These individuals will work for the Company on a part-time basis.

The Company’s Directors do not receive additional compensation for their service on the Board or attendance at Board meetings.

The Company does not have any ongoing plan or arrangement regarding future compensation of directors or executive officers.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

All the Company’s Common Shares are owned by AHP.

AHP is, in turn, owned 80% by Mr. Newbery and 20% by Ms. Kelly.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Jorge P. Newbery (the founder and a director of the Company) and Echeverria Kelly own (and Mr. Newbery controls) AHP and Neighborhoods United. Mr. Newbery and Ms. Kelly are married.

Mr. Newbery and Ms. Kelly also control various investment programs involved in investing in non-performing Mortgage Loans and real estate generally, including American Homeowner Preservation 2015A+, LLC and AHP Servicing, LLC. Title Direct has entered into loan servicing agreements with AHP Servicing, LLC. See “Our Company and Business – Our Mortgage Loan Business – Loan Servicing.”

Jorge P. Newbery is a Partner in Activist Legal LLP, a law firm based in Washington D.C. Although Mr. Newbery is not a lawyer, Washington D.C. permits non-lawyers to be partners in law firms. The firm represents creditors in several states and seeks to achieve consensual resolutions of delinquent Mortgage Loans and avoid litigation whenever possible. The firm provides these services through a network of qualified co-counsel.

Title Direct may engage Activist Legal to represent it in loan workout, foreclosure, bankruptcy and related matters in connection with its business. In doing so, Activist Legal will typically charge the Company (and its other clients) flat rates allowable under Fannie Mae rules. Hourly work is billed at $150 per hour.

FINANCIAL STATEMENTS

AHP Title Holdings, LLC

TABLE OF CONTENTS

To the Members of

AHP Title Holdings, LLC

Chicago, Illinois

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statement

We have audited the accompanying financial statement of AHP Title Holdings, LLC (the “Company”), which is comprised of the balance sheet as of March 26, 2020 (inception) and the related notes to the financial statement.

Management’s Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of this financial statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of AHP Title Holdings, LLC as of March 26, 2020 (inception) in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statement, the Company has not yet commenced planned principal operations and has not generated revenues or profits since inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA

Artesian CPA, LLC

Denver, Colorado

January 8, 2021

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

AHP Title Holdings, LLC

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of this financial statement.

AHP Title Holdings, LLC

NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS

AHP Title Holdings, LLC (the “Company”) was formed on March 26, 2020 as a Delaware limited liability company. The Company was formed as holding company of AHP Title Direct, Inc. (“AHP Direct”), which is organized primarily to engage in business of selling, underwriting, and providing title insurance to third parties, and other activities, including investing in real estate assets, borrowing and lending of money to make real estate loans or other investments.

As of March 26, 2020 (inception), the Company had not commenced planned principal operations nor generated revenue. The Company’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties, including failing to secure funding to operationalize the Company’s planned operations or failing to operate the business profitably.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in United States of America (“GAAP”) and are stated in U.S. dollars.

The Company adopted the calendar year as its basis for reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents and Concentration of Cash Balance

The Company considers cash equivalents to be short-term, highly liquid investments, such as money market funds that are readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value due to changes in interest rates, which generally includes only investments with original maturities of three months or less.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

AHP Title Holdings, LLC

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques, and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheet approximate their fair value.

Revenue and Cost Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied. as of March 26, 2020 (inception), no revenue has been recognized.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Income Taxes

The Company is a limited liability company. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in the statements.

Income from the Company is reported and taxed to the members on their individual tax returns. The Company accounts for income taxes under FASB ASC 740, Income Taxes. FASB ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. FASB ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

AHP Title Holdings, LLC

NOTE 3: GOING CONCERN

The accompanying balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in the pursuit of its capital financing plans, and has not generated any revenues as of March 26, 2020 (inception). These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4: MEMBERS’ EQUITY

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

The Interests in the Company are divided into two classes of interest: “Class A Interests” (or “Class A Units”) and “Class B Interests” (or “Class B Units”).

The Company has named American Homeowner Preservation, Inc. as its manager and has issued 100% of its Class A Units and 100% of its Class B Units to American Homeowner Preservation, Inc.

Distributions

The Company’s manager shall have sole discretion regarding the amounts and timing of distributions to Members, including to decide to forego payment of distributions in order to provide for the retention and establishment of reserves of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company.

NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services.  In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented, or (ii) retrospective application with a cumulative-effect adjustment at the date of initial application. The Company adopted this new standard effective on its inception date.

AHP Title Holdings, LLC

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is continuing to evaluate the impact of this new standard on its financial reporting and disclosures.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying balance sheet. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 6: SUBSEQUENT EVENTS

Subsequent to March 26, 2020 (inception), a related party to the Company funded the Company’s operations through advances to the Company to satisfy its cash flow needs.  As of the issuance of these financial statements, $40,000 has been advanced to the Company under this arrangement.  These advances do not bear interest and are considered payable on demand.

Management has evaluated subsequent events through January 8, 2021, the date the financial statement was available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

GLOSSARY OF DEFINED TERMS

FORM 1-A

Regulation A Offering Statement

Part III – Exhibits

AHP Title Holdings LLC

440 S. LaSalle Street, Suite 1110

Chicago, Illinois 60605

(866) AHP-TEAM

www.ahptitle.com

January 5, 2021

The following Exhibits are filed as part of this Offering Statement:

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on January 20, 2021.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

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Dates Referenced Herein

This ‘1-A’ Filing		Date		Other Filings
		12/15/21		None on these Dates
Filed on:		1/20/21
		1/8/21
		1/5/21
		12/18/20
		9/30/20
		7/24/20
		3/26/20
		7/1/18
		12/15/17
		12/15/16
		10/29/14
				List all Filings

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11 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 AHP Title Holdings LLC 1-SA 6/30/22 1:56K GlobalOne Filings Inc/FA 8/04/22 AHP Title Holdings LLC 1-A POS 4:763K GlobalOne Filings Inc/FA 6/24/22 AHP Title Holdings LLC 1-A POS 5:746K GlobalOne Filings Inc/FA 6/01/22 AHP Title Holdings LLC 1-A POS 5:849K GlobalOne Filings Inc/FA 5/02/22 AHP Title Holdings LLC 1-K 12/31/21 2:459K GlobalOne Filings Inc/FA 8/19/21 AHP Title Holdings LLC 1-A/A 3:701K GlobalOne Filings Inc/FA 8/04/21 AHP Title Holdings LLC 1-A/A 4:734K GlobalOne Filings Inc/FA 7/21/21 AHP Title Holdings LLC 1-A/A 4:877K GlobalOne Filings Inc/FA 6/29/21 AHP Title Holdings LLC 1-A/A 4:846K GlobalOne Filings Inc/FA 6/22/21 AHP Title Holdings LLC 1-A/A 3:969K GlobalOne Filings Inc/FA 4/12/21 AHP Title Holdings LLC 1-A/A 2:632K GlobalOne Filings Inc/FA

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Filing Submission 0001683168-21-000201   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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