An Offering Memorandum (often referred to as a Private Placement Memorandum or PPM) is a legal document provided to prospective investors when offering to sell securities or interests in a trust. The document provides detailed information about the investment opportunity, including the terms of the offering, risks associated with the investment, the operating history of the trust or its managers, the use of proceeds, and other essential details.

In DST transactions, properties are typically owned by the trust, and the Offering Memorandum will lay out the specifics of the property or properties involved, the structure of the trust, the strategy for managing and eventually disposing of the property, and other material factors that could affect the success and returns of the investment.

One of the main purposes of the Offering Memorandum is to ensure that potential investors have sufficient information to make an informed decision about the investment. It also serves to protect the issuers from potential legal claims by ensuring that investors are provided with all material information and associated risks before investing.

It’s crucial for investors to thoroughly review and understand the Offering Memorandum before investing in a DST, as it outlines both the potential rewards and risks associated with the investment.