Cottonwood Multifamily REIT I, Inc. The Marq at Highland Park is not currently owned by us; we anticipate that we will acquire an interest in a joint venture that owns the property after we have raised the minimum offering amount of $2 million. Securities offered through Orchard Securities, LLC, a member of FINRA and SiPC. CW Markets Group is a Branch Office of Orchard Securities, LLC. This is not an offer to sell securities. An offer to sell shares of common stock in Cottonwood Multifamily REIT I (the Shares ) may be made only pursuant to the Cottonwood Multifamily REIT I Offering Circular dated May 27, 2016, as supplemented or amended (the Circular ). The information contained herein is qualified in its entirety by the Circular. All potential investors must read the Circular in its entirety before investing and no person may invest in the Shares without acknowledging receipt and complete review of the Circular. The Offering is being made by means of the Circular only to qualified investors who meet minimum requirements, as well as suitability standards as determined by a qualified financial advisor. Please read the Circular in its entirety before considering an investment. 1
OFFERING HIGHLIGHTS TARGETED FIRST INVESTMENT Offering $50,000,000 The Marq at Highland Park 239 Unit Multifamily Community Tampa, FL Purchase Price $10.00 per share Minimum Investment $10,000 Investor Suitability Accredited & Non-accreditied Investors Property Focus Year End Reporting 1099 Stabilized Class A Multifamily Class A, Resort-Style Apartment Community, includes 4 ground floor retail units Newly Built in 2015 Fully Stabilized 94.6% occupied by residential tenants at the time of acquisition - Outdoor Pool - State-of-the-art Fitness Center - Playground - Car Care Center - Coffee Bar/Internet Café - 445 Parking Spaces * The company will not own an interest in the Marq at Highland Park, but will own a joint venture interest in an entity that owns the property. INVESTMENT OBJECTIVES * TARGET MARKETS Preserve, protect and return invested capital Pay attractive and stable cash distributions to shareholders; and Realize capital appreciation in the value of our investments over the long term Portland, OR * The company s investment objectives may not be met. THE JOINT VENTURE STRUCTURE - WHO IS COTTONWOOD RESIDENTIAL? We will enter into a joint venture with Cottonwood Residential O.P., LP ( Cottonwood ). Cottonwood is a fully integrated and self-managed owner and operator of multi-family properties throughout the country with over $1.2 billion in total assets. Its senior executive team has an average of 18+ years in relevant industry experience. Cottonwood Multifamily REIT I, Inc. and Cottonwood Residential, Inc., through their operating partnerships, will enter into joint ventures to acquire multifamily properties. Current Assets Target Markets As of April 2016 Salt Lake City, UT Phoenix, AZ Denver, CO Dallas, TX Austin, TX Houston, TX San Antonio, TX Nashville, TN Raleigh/Durham, NC Charlotte, NC Atlanta, GA Tampa Tampa, FL Orlando, FL Miami, FL 2 Securities Offered Through Orchard Securities, LLC, Member FINRA/SIPC 2016 Cottonwood Residential. All rights reserved. 3
Risk Factors We depend on our board of directors and officers to conduct our operations. Our board of directors and officers are also directors and officers of Cottonwood Residential, Inc. and will be subject to conflicts of interest. No public market currently exists for our shares, and we are not required to effectuate a liquidity event until December 31, 2023 (unless sooner under certain circumstances). If you are able to sell your shares, you would likely have to sell them at a substantial discount from their offering price. We have no operating history and our only assets consist of Cottonwood Residential O.P., LP s initial investment of $10,000, which was contributed in exchange for all of the outstanding shares of common stock. There is no assurance that we will be able to successfully achieve our investment objectives. We are primarily a blind pool because we have only identified one investment. There are restrictions and limitations on our share repurchasing program and, if you are able to have your shares repurchased, it may be at a price that is less than the price you paid for the shares or the then-current value of the shares. We have not established the offering price on an independent basis and it bears no relationship to the value of our assets. We will use leverage to acquire multifamily apartment communities which will increase your investment risk. Our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may use from any source to pay such distributions. If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investment in multifamily apartment communities and multifamily real estate related assets. We may not be able to invest in a diverse portfolio of multifamily apartment communities and multifamily real estate related assets and the value of your investment may vary more widely with the performance of certain assets. Our ability to raise money and achieve our investment objectives depends on the ability of the managing broker-dealer to successfully market our offering. We will pay certain fees and expenses to Cottonwood Residential O.P., LP and its affiliates. These fees were not negotiated at arm s length and therefore may be higher than fees payable to unaffiliated third parties. We may incur substantial debt in certain circumstances. Our use of leverage increases the risk of your investment. Loans we obtain may be collateralized by some or all of our investments, which will put those investments at risk of forfeiture if we are unable to pay our debts. Principal and interest payments on these loans reduce the amount of money that would otherwise be available for other purposes. Volatility in the debt markets could affect our ability to obtain financing for investments or other activities related to real estate assets and the diversification or value of our portfolio, potentially reducing cash available for distribution to our shareholders or our ability to make investments. If we fail to qualify as a REIT it could have economic consequences. 4 855.816.9112
RECENT INVESTMENTS Alpha Mill 267 Unit Garden Style Community Charlotte, NC Adaptive Re-use of a Cotton Mill Converted to Multifamily & Renovated 2007/2014 95.13% Occupancy (as of July 27) Purchase Price: $53m - 3 Rooftop Terraces with Skyline Views - 2 Fitness Centers - Billiard & Poker Room - Dog Park - Wi-fi Lounge - Private Storage Available The Elan Westside 197 Unit Mixed-Use Development Atlanta, GA Includes Two Restaurants & Two Retail Shops Built in 2014 91.8% Occupancy (as of July 4) Purchase Price: $43m - Outdoor Fire Pit & Grill - Dog Walk - Secured Parking - Fitness Center - Clubhouse The company will not actually own an interest in Alpha Mill or The Elan Westside apartments, but will own a joint venture interest in an entity that owns the properties. 2016 Cottonwood Residential. All rights reserved.
Risk Factors We depend on our board of directors and officers to conduct our operations. Our board of directors and officers are also directors and officers of Cottonwood Residential, Inc. and will be subject to conflicts of interest. No public market currently exists for our shares, and we are not required to effectuate a liquidity event until December 31, 2023 (unless sooner under certain circumstances). If you are able to sell your shares, you would likely have to sell them at a substantial discount from their offering price. We have no operating history and our only assets consist of Cottonwood Residential O.P., LP s initial investment of $10,000, which was contributed in exchange for all of the outstanding shares of common stock. There is no assurance that we will be able to successfully achieve our investment objectives. There are restrictions and limitations on our share repurchasing program and, if you are able to have your shares repurchased, it may be at a price that is less than the price you paid for the shares or the then-current value of the shares. We have not established the offering price on an independent basis and it bears no relationship to the value of our assets. We will use leverage to acquire multifamily apartment communities which will increase your investment risk. Our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may use from any source to pay such distributions. If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investment in multifamily apartment communities and multifamily real estate related assets. We may not be able to invest in a diverse portfolio of multifamily apartment communities and multifamily real estate related assets and the value of your investment may vary more widely with the performance of certain assets. Our ability to raise money and achieve our investment objectives depends on the ability of the managing broker-dealer to successfully market our offering. We will pay certain fees and expenses to Cottonwood Residential O.P., LP and its affiliates. These fees were not negotiated at arm s length and therefore may be higher than fees payable to unaffiliated third parties. We may incur substantial debt in certain circumstances. Our use of leverage increases the risk of your investment. Loans we obtain may be collateralized by some or all of our investments, which will put those investments at risk of forfeiture if we are unable to pay our debts. Principal and interest payments on these loans reduce the amount of money that would otherwise be available for other purposes. Volatility in the debt markets could affect our ability to obtain financing for investments or other activities related to real estate assets and the diversification or value of our portfolio, potentially reducing cash available for distribution to our shareholders or our ability to make investments. If we fail to qualify as a REIT it could have economic consequences. 855.816.9112 A copy of the most recent version of the Cottonwood Multifamily REIT I, Inc. Offering Circular may be obtained at: Orchard Securities / Janean Baxter 401 S. 850 E., Suite C1 Lehi, UT 84043 801.316.4235 ppm@orchardsecurities.com