Riverside Wharf Miami

Preferred Equity Target Metrics* 1

Targeted net quarterly distributions of 13% per annum

13.0% Target*

Net Quarterly Distributions1

1.65x Target*

Net Equity Multiple

$100,000

Minimum Investment2

5-Year

Assumed Hold Period3

1Targeted preferred return anticipated to be paid current each quarter in arrears. All projections, financial or otherwise, are for illustrative purposes only and should not be construed as what actual results will be, rather, such projections or target returns should be viewed as merely an estimate of what results could be if the underlying assumptions and estimates prove to be accurate. The estimates reflect the best judgment of Driftwood Capital (and its subsidiaries); however, they involve a number of risks and uncertainties. No representations or warranties whatsoever are made by Driftwood Capital or any other person or entity as to the future profitability of investment outcomes or the results of making an investment.

2The minimum investment amount is subject to the discretion of the Manager. The Manager may, in its absolute discretion, permit or require a lower or higher initial or subsequent investment by any prospective or existing investor. Such discretion may be exercised without prior notice and without offering the same terms to other investors.

3
The anticipated hold period is 5 years + two 1-year extension.

* Target internal rate of return (IRR) listed is aspirational and not a prediction or guarantee of performance. It is based on current market conditions, specific assumptions, and Driftwood financial modeling, which are subject to change. The calculations and assumptions used to derive the Target IRR are hypothetical. Specific calculations are available upon request. Actual realized data will differ materially. All projections, financial or otherwise, are for illustrative purposes only and should not be construed as what actual results will be. Rather, such projections or target returns should be viewed as merely an estimate of what results could be if the underlying assumptions and estimates prove to be accurate. There is no assurance that actual returns will meet or exceed the targeted returns, and they may be materially lower. These forward-looking statements are estimates reflecting the best judgment of Driftwood Capital (and its subsidiaries and/or affiliates). The target returns presented herein are hypothetical in nature, are based on a number of assumptions, do not reflect actual investment results, and there is no guarantee of future results. In addition, a specific investor’s actual performance may be materially different from such illustrative data depending on numerous factors. There are certain limitations inherent in hypothetical results like those portrayed herein. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any transaction. One of the limitations of hypothetical performance results is that they do not reflect transactions in actual client accounts and do not reflect the impact that material economic and market factors may have had on the decision-making associated with the transactions and funds. Unlike an actual performance record, hypothetical performance results do not represent actual completed transactions. The information contained herein is intended only for qualified investors who are knowledgeable about investments and the associated risks. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. Potential investors should conduct their own due diligence and consult their own legal, tax, and financial advisors before investing. This document does not constitute an offering of securities.

Click here to see important disclaimers and disclosures
Riverside Wharf Pool deck

A hospitality & entertainment development in Miami's vibrant riverfront district

This two tower project is planned to include a 167-key luxury Dream Hotel, two high-end restaurants, approximately 18,000 square feet of meeting and event space, and over 40,000 square feet of premier entertainment venues, including a signature nightclub managed by Las Vegas–based operator Tao Group Hospitality, historically known for some of the highest-grossing venues in the nation1, a rooftop day club, and a reimagined Wharf Miami along the riverfront2.

Designed to foster a vibrant, ‘round-the-clock’ environment, the project features complementary components intended to serve a broad spectrum of local and visiting audiences.

Located in a market characterized by high barriers to entry, this opportunity reflects the sponsors, Driftwood Capital (“Driftwood”) and MV Real Estate Holdings (“MV”, together the “Sponsors”), strategic focus on supply-constrained environments.

The project is structured with the objective of generating cash flows upon commencement of operations. The capital stack is designed to include the EB-5 Immigrant Investor Program as a potential funding source. Furthermore, the project’s location in a federally designated Opportunity Zone may offer specific tax efficiencies to eligible investors3.

Profile Magazine. (September 29, 2025). Tao Group Hospitality Maintains Its Edge While Expanding.
These project descriptions, including the number of hotel keys, restaurant concepts, and specific square footage for meeting, event, and entertainment venues, represent planned developments and current intentions of management. These statements are "forward-looking" and are subject to change. There is no guarantee that the project will be completed as described or at all.
3 Such benefits are subject to individual investor eligibility and prevailing tax regulations. The availability of Opportunity Zone tax benefits and EB-5 visa eligibility is subject to complex federal regulations and individual circumstances. Driftwood does not provide tax, legal, or immigration advice. Investors should consult with their own professional advisors regarding the potential tax and immigration consequences of an investment.

All information is as of the date indicated and is subject to change without notice. There can be no assurance or guarantees that the anticipated design, specifications, and/or strategies will be achieved or met or that Driftwood its affiliates and/or its subsidiaries will be able to implement its strategy and/or approach or achieve its investment objectives. No representations or warranties whatsoever are made by Driftwood, its affiliates and/or its subsidiaries. The data herein is for informational purposes only.

Nothing herein constitutes an offering of securities. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. The description of the project listed herein is summary in nature and does not include all of the relevant and potential high degree of risks. Anyone considering an investment must read and review in its entirety the private placement memorandum, subscription agreement and the operating agreement of the investment entity (collectively the “Offering Documents”), which describe the terms and risks of investment in detail. Any terms in this document that conflict with the Offering Documents shall be superseded by the terms of the Offering Documents. Any person considering an investment should be aware of all the risks and should consult their own investment, legal, business, tax and financial advisors, to determine the merits and risks of such investments. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment.

Partnering with TAO Group Hospitality

To elevate the entertainment experience, Riverside Wharf Miami has partnered with Tao Group Hospitality to manage its nightlife and daylife venues. With more than 25 years of experience operating leading restaurants, nightclubs, lounges, and day clubs around the world, Tao Group Hospitality is known for delivering distinctive culinary experiences and premium entertainment, continually reinventing the future of hospitality through innovative, high-impact guest experiences.

Learn more about TAO Group Hospitality.

Dream Hotels, part of the Hyatt family

Recognized as a premier lifestyle brand characterized by upscale amenities and integrated nightlife. Dream properties are designed with a strategic focus on generating a significant portion of revenue through non-room offerings, including dining and entertainment.

Anticipated Capitalization Stack1

~336M

100%

~$96M

Total equity

71%

~$35M

Preferred equity

61%

~$60M

EB-5 mezzanine loan

43%

~$145M

Total senior debt

Offering highlights

  • Represents approximately 71% loan-to-cost and is senior to common equity2.
  • The investment targets a 13% annual preferred return, which is intended to be distributed on a quarterly basis in arrears, contingent upon the project’s operational performance and liquidity3
  • The project is located within a Qualified Opportunity Zone, which may provide tax benefits to eligible investors.
  • The project is structured with the objective of generating diversified revenue streams through its integrated retail, entertainment, and hospitality components.
  • The planned development includes nearly 100,000 square feet of entertainment space, including a nightclub, day club, upscale restaurants, and a large outdoor venue4.
  • Special use designations allowing for later operating hours which are expected to provide competitive positioning among Miami’s nightlife districts5.
  • The hospitality component may benefit from access to Hyatt’s global booking system and loyalty program.
  • The investment structure provides for a one-time 1.0% initial structuring fee and a 1.0% annual asset management fee6.

1As of November 25, 2025., Driftwood confirmed projected sources of capital total of ~$336M. Figures shown are approximate and subject to change due to current market and other conditions. Driftwood is actively negotiating with a lender to increase loan proceeds and has expanded capacity to accept additional commitments of common equity. While Driftwood believes it is reasonably likely to secure additional financing and fill the new equity slots, there can be no assurance that any additional funds—debt or equity—will ultimately be obtained. The capitalization stack shown above represents the current financing plan, however, final amounts and percentages are subject to change based on market conditions and final executed loan documents, and there can be no assurance that the project will be fully capitalized as described. 
2The preferred equity position remains subordinate to all senior secured debt. Projected combined leverage approximately 71% loan-to-cost. The realization of the projected LTC is based on current development budget, financing assumptions, and capitalization structure; dependent on the successful execution of operational optimization and brand standard initiatives, which is subject to change.
3. Subject to available cash flow and the discretion of the Manager. Distributions are projected and are not guaranteed. Target returns are forward looking and based on a number of assumptions; they do not reflect actual investment results. Target returns should be viewed as merely an estimate of what results could be if the underlying assumptions and estimates prove to be accurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forecasts and are not guarantees of performance or results.
3 QOZ investments are highly complex and carry specific tax implications under the Tax Cuts and Jobs Act of 2017. Nothing herein is intended as nor should be construed as tax advice. Tax laws are subject to change, and the availability and impact of any potential tax benefits will depend on individual investor circumstances. Independent tax and legal advice should be sought.
4 These project descriptions, including the number of hotel keys, restaurant concepts, and specific square footage for meeting, event, and entertainment venues, represent planned developments and current intentions of management. These statements are "forward-looking" and are subject to change. There is no guarantee that the project will be completed as described or at all.
5 These features are expected to support operations, but outcomes depend on leasing, construction, permitting, market demand, operating performance, and other risks.
6 For a complete schedule of all potential fees and expenses, please refer to the 'Fees and Expenses' section of the Private Placement Memorandum (PPM).


All information is as of the date indicated and is subject to change without notice. There can be no assurance or guarantees that the anticipated design, specifications, and/or strategies will be achieved or met or that Driftwood its affiliates and/or its subsidiaries will be able to implement its strategy and/or approach or achieve its investment objectives. No representations or warranties whatsoever are made by Driftwood, its affiliates and/or its subsidiaries. The data herein is for informational purposes only.

All projections, financial or otherwise, are for illustrative purposes only and should not be construed as what actual results will be. Rather, such projections or target returns should be viewed as merely an estimate of what results could be if the underlying assumptions and estimates prove to be accurate. The target returns presented herein are hypothetical in nature, are based on a number of assumptions, do not reflect actual investment results, and there is no guarantee of future results. In addition, a specific investor’s actual performance may be materially different from such illustrative data depending on numerous factors. There are certain limitations inherent in hypothetical results like those portrayed herein. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any transaction. One of the limitations of hypothetical performance results is that they do not reflect transactions in actual client accounts and do not reflect the impact that material economic and market factors may have had on the decision-making associated with the transactions and funds. Unlike an actual performance record, hypothetical performance results do not represent actual completed transactions. The information contained herein is intended only for qualified investors who are knowledgeable about investments and the associated risks. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. Potential investors should conduct their own due diligence and consult their own legal, tax, and financial advisors before investing.

Strategic market fundamentals & key demand drivers

Characterized by global connectivity, cultural tourism, and a robust calendar of year-round events, Miami serves as a primary gateway for both leisure and business activity. Proximate anchors, including PortMiami and Miami International Airport, alongside a developed urban core, underpin the region’s position as a destination for business, leisure, and lifestyle-focused hospitality.

  • Florida’s tourism demand remained strong following a record 2024, with the state welcoming 34.3 million visitors in Q3 2025 alone, underscoring sustained domestic and international travel activity1
  • Miami International Airport served nearly 56 million passengers in 2025, an increase of 3.5 million year-over-year, reinforcing Miami’s role as a top U.S. and global gateway2
  • Miami MSA was ranked the #2 housing market in the U.S. for 2025, driven by population growth, housing demand, and investment activity3; and ranked No. 5 globally for millionaire growth in 2025, with the resident millionaire population increasing 94% over the past decade, reflecting continued capital inflows and high-income migration4
  • Miami also ranked as the #2 most attractive U.S. market for hotel investment in 20255
  • Miami’s Downtown submarket, luxury and upper-upscale segment, continued to outperform the broader Miami market in 2025, generating 5.9% trailing-12-month revenue per available room (RevPAR) growth through November 2025, potentially driven by higher occupancy (+4.6%) and average daily rate (ADR) growth (+1.2%)6
  • The luxury and upper-upscale segment in the Miami market posted a 12-month ADR of $344.19 and RevPAR of $245.64, which is among the highest in the U.S.6

1. VISIT FLORIDA, Florida’s Tourism Industry Maintains Year-Over-Year Growth in Q3 2025, December 31, 2025; 2. Miami-Dade County / J.D. Power, MIA Is North America’s Most-Improved Mega Airport, 2025–2026; 3. Miami Realtors, “Miami MSA Ranked No. 2 Top Housing Market in the U.S. for 2025; 4. MIAMI Association of Realtors®, Miami MSA Ranked No. 5 in the World for Most Millionaire Growth, April 24, 2025; Henley & Partners, World’s Wealthiest Cities Report 2025; 5. CBRE, “U.S. Hotel Investor Intentions Survey 2025”; 6.1. Miami - FL USA Hospitality Market Report, CoStar / Driftwood Capital, November 2025

This webpage is a preliminary summary for discussion purposes only and does not contain all material information. Nothing herein constitutes an offering of securities. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. The descriptions of the project listed herein are summary in nature and do not include all of the relevant and potentially high degree of risks. Anyone considering an investment must read and review in its entirety the private placement memorandum, subscription agreement and the operating agreement of the investment entity (collectively the “Offering Documents”), which describe the terms and risks of investment in detail. Any terms in this document that conflict with the Offering Documents shall be superseded by the terms of the Offering Documents. Any person considering an investment should be aware of all the risks and should consult their own investment, legal, business, tax and financial advisors, to determine the merits and risks of such investments. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment.

Riverside Wharf Dream Hotel Pre-function

Potential Opportunity Zone tax incentives1

Established under the 2017 Tax Cuts and Jobs Act, Opportunity Zone Funds seek to stimulate investment in designated communities.

Capital Gain Exclusion:
For qualifying investments held for 10 years, any appreciation on the OZ investment itself may be excluded from federal income tax upon disposition.

Tax Deferral and Recognition:
The Opportunity Zone framework allows investors to reinvest eligible capital gains into a Qualified Opportunity Fund (QOF), providing a strategic pathway for tax deferral. This structure enables investors to defer the recognition of those gains until a future inclusion event or a date prescribed by federal statute. By utilizing this deferral, investors can maintain a larger portion of their capital as "working capital" within the project. This allows for the potential to earn returns on the full amount of the reinvested proceeds—including capital that would otherwise have been directed toward immediate tax liabilities—thereby maximizing the investment base and its long-term growth potential

1Information is for illustrative purposes only. For detailed information, please refer to your own business, tax, and legal advisors. Additional information may also be obtained at: IRS https://www.irs.gov/credits-deductions/businesses/opportunity-zones.

This webpage is a preliminary summary for discussion purposes only and does not contain all material information. Nothing herein constitutes tax advice or an offering of securities. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. The descriptions of the project listed herein are summary in nature and do not include all of the relevant and potentially high degree of risks. Each prospective investor should consult its own tax, legal, and financial adviser regarding all aspects of the Federal Qualified Opportunity Zone Program and the U.S. federal income as well as other tax consequences to it in light of such investor’s particular circumstances with respect to an investment in the Project and to determine the merits and risks of such an investment. The description of the project listed herein is summary in nature and does not include all of the relevant and potentially high degree of risks. Anyone considering an investment must read and review in its entirety the private placement memorandum, subscription agreement and the operating agreement of the investment entity (collectively the “Offering Documents”), which describe the terms and risks of investment in detail.

Target Metrics*

13.0% Target*

Net IRR1

1.7x Target*

Net Equity Multiple

$100,000

Minimum Investment

5-Year

Assumed Hold Period2

1 A14% annual coupon which is anticipated to be paid current each quarter in arrears.
2 The anticipated hold period is 5 years + two 1-year extension.

All projections, financial or otherwise, are for illustrative purposes only and should not be construed as what actual results will be. Rather, such projections or target returns should be viewed as merely an estimate of what results could be if the underlying assumptions and estimates prove to be accurate. There is no assurance that actual returns will meet or exceed the targeted returns, and they may be materially lower. These forward-looking statements are estimates reflecting the best judgment of Driftwood Capital (and its subsidiaries and/or affiliates). The target returns presented herein are hypothetical in nature, are based on a number of assumptions, do not reflect actual investment results, and are not any guarantee of future results. In addition, a specific investor’s actual performance may be materially different from such illustrative data depending on numerous factors. There are certain limitations inherent in hypothetical results like those portrayed herein. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any transaction. One of the limitations of hypothetical performance results is that they do not reflect transactions in actual client accounts and do not reflect the impact that material economic and market factors may have had on the decision-making associated with the transactions and funds. Unlike an actual performance record, hypothetical performance results do not represent actual completed transactions. The information contained herein is intended only for qualified investors who are knowledgeable about investments and the associated risks. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. Potential investors should conduct their own due diligence and consult their own legal, tax, and financial advisors before investing. This document does not constitute an offering of securities.

Click here to see important disclaimers and disclosures

Proposed program

  • Dream Hotel

    • Dream by Hyatt (upper-upscale lifestyle brand)
      167-Keys

     

    Amenities:

    • Rooftop Pool and Bar
    • Fitness Facility
    • Lobby Lounge & Bar

  • Unique high-end restaurant experiences

    High-end: Asian Concept

    • ~10,300 SF of front of house
    • ~196-person seating capacity
    • Two-story restaurant with a “Samurai Garden”
    • Balcony terrace and private dining room

     

    High-end: Coastal Italian Concept

    • ~8,200 SF of front of house
    • ~180-person seating capacity
    • Dessert room and private dining flex space
    • Outdoor terrace overlooking Miami River

     

    Three-meal: French Bistro Concept

    • ~2,025 SF of “front of house” space
    • ~80-person seating capacity
    • Marra Forina brick pizza oven

  • Signature Entertainment Venues

    Nightclub

    • ~23,000 SF multilevel venue
    • Top-tier service and cutting-edge sound & entertainment systems
    • Performances by a curated list of renowned DJs

     

    Day Club

    • ~14,000 SF with 8 plunge pools
    • 13 luxurious private cabanas with private bathrooms
    • State-of-the-art sound & lighting system
    • Live DJ booth for dynamic entertainment

     

    Wharf Food & Beverage Venue

    • Nautical-themed F&B venue
    • ~33,000 SF along the riverfront
    • Two outdoor bars
    • Elevated VIP section with a live DJ booth

  • State-of-the-art meeting & event space

    • ~18,000 SF including 3K of balcony
    • Full-service kitchen
    • Outdoor pre-function terrace overlooking
    • Miami River

Nothing herein constitutes an offering of securities. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. The descriptions of the project listed herein is summary in nature and does not include all of the relevant and potential high degree of risks. Anyone considering an investment must read and review in its entirety the private placement memorandum, subscription agreement and the operating agreement of the investment entity (collectively the “Offering Documents”), which describe the terms and risks of investment in detail. Any terms in this document that conflict with the Offering Documents shall be superseded by the terms of the Offering Documents. Any person considering an investment should be aware of all the risks and should consult their own investment, legal, business, tax and financial advisors to determine the merits and risks of such an investments. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment.

Investment rationale

Efficient land structure

The Project’s mix of fee simple ownership and a long-term City of Miami land lease results in a blended land basis of approximately $9M per acre—roughly 60% below the area’s average land sale price of $28M per acre (STR, Nov. 2023).

Favorable long-term ground lease

The Project was awarded an 80-year ground lease from the City of Miami, with two optional 10-year extensions— which Driftwood believes provides long-term stability, control, and favorable lease terms.

Parking cost efficiency

By utilizing off-site parking, the Project is expected to save approximately $9.5M in construction costs while still capturing valet revenue on-site.

Entertainment experience and proof of concept

The Wharf concept has demonstrated success on the current site. Since its 2017 inception, consistently earning over $20M annually, without permanent structures. The Sponsor anticipates the fully developed new Wharf will yield comparable or higher revenue. More details on The Wharf are available here.

Fully entitled project in a high barrier to entry market

Following a 13-year effort to assemble land, secure zoning, and obtain entitlements, the Project is now shovel-ready—an achievement the Sponsors believe helps mitigate entitlement risk. Positioned along the Miami River with approved density and zoning, the site is viewed by the Sponsors as difficult to replicate. A $125M loan term sheet has been secured from a national bank, with lender due diligence currently in progress.

Entertainment-driven income with structured cash flow potential

Key elements such as the nightclub, day club, and The Wharf are expected to be structured with lease and profit-sharing arrangements, which the Sponsors believe may offer a combination of stable, lease-backed income and operational upside. In Year 1, approximately 49% of targeted* NOI is anticipated to come from these entertainment venues, supporting hotel ramp-up. Additional potential ancillary income streams include social memberships, valet parking, and revenue from a riverfront marina with boat valet and short-term dockage.

Unique zoning advantage with extended operating hours

Following a 13-year effort to assemble land, secure zoning, and obtain entitlements, the Project is now shovel-ready—an achievement the Sponsors believe helps mitigate entitlement risk. Positioned along the Miami River with approved density and zoning, the site is viewed by the Sponsors as difficult to replicate. A $145M loan term sheet has been secured from a national bank, with lender due diligence currently in progress. The Project’s Special Use Zoning allows liquor service until 5 AM and early openings for the hotel’s bistro, supporting 24/7 operations across its entertainment and F&B venues. The Sponsors anticipate this extended operating window, combined with limited nearby competition and the ongoing Miami Beach moratorium, provides a distinct competitive edge and may enhance revenue potential.

Irreplaceable riverfront location

Strategically located on the Miami River in Downtown Miami and linked to the Riverwalk, the Sponsors believe the Project boasts an ideal setting. Upon completion, it is expected to be the sole hotel in its competitive set situated directly on the Miami River. The Sponsors expect this unique positioning will provide a competitive edge by potentially increasing the hotel’s demand, offering enhanced accessibility, scenic views, and superior amenities.

Nothing herein constitutes an offering of securities. All information provided is for informational purposes only and should not be deemed as advice in relation to legal, taxation, financial or investment matters. The descriptions of the project listed herein is summary in nature and does not include all of the relevant and potential high degree of risks. Anyone considering an investment must read and review in its entirety the private placement memorandum, subscription agreement and the operating agreement of the investment entity (collectively the “Offering Documents”), which describe the terms and risks of investment in detail. Any terms in this document that conflict with the Offering Documents shall be superseded by the terms of the Offering Documents. Any person considering an investment should be aware of all the risks and should consult their own investment, legal, business, tax and financial advisors to determine the merits and risks of such an investments. No representations or warranties whatsoever are made by Driftwood Capital, LLC or any other person or entity as to the future profitability of investment outcomes or the results of making an investment.