INDEPENDENT VERDICT
US Industrial Club VII, L.P. is one of the clearest cases in this batch where the Form D can be cross-checked against detailed institutional-investor underwriting. The September 10, 2026 amendment reports $836,666,667 sold to 11 investors against a fixed $1.5 billion offering, up from $594.5 million in the September 2025 amendment. That is an increase of approximately $242.17 million in reported securities sales over one year. The fund is a 2024 Delaware partnership managed through Hillwood's Dallas industrial real estate platform, relies on Rule 506(b), and names US Industrial Club VII GP, LP as General Partner. Unlike many private funds whose investment thesis is visible only in sponsor marketing, New Jersey Division of Investment materials independently describe Club VII as a non-core industrial real estate strategy targeting a diversified portfolio of institutional-quality U.S. logistics assets through both ground-up development and acquisitions, with approximately $5 million to $35 million of equity per investment.
THE $1.5 BILLION TARGET IS SUPPORTED BY REAL PENSION COMMITMENTS, NOT JUST A FORM D CEILING
New Jersey's public investment materials provide unusually strong third-party validation. In October 2025, the state evaluated up to a $100 million commitment and disclosed a $1.5 billion hard cap, a 5% GP commitment of approximately $62.5 million, a 1% management fee on invested capital, 20% incentive economics over an 8% preferred return and a 14–16% target net return. By March 31, 2026, New Jersey's binding commitment had increased to $125 million, and its April investment report showed roughly $13.56 million already funded. Santa Barbara County Employees' Retirement System separately committed $10 million to Club VII in June 2024, while New Zealand Super Fund and Japan's Odakyu Group publicly identify Club VII as part of their real-estate portfolios. These institutional records do not guarantee future performance, but they materially reduce the uncertainty around sponsor identity, strategy and actual LP participation.
THE FUND'S ECONOMIC MODEL DEPENDS ON HILLWOOD CREATING INDUSTRIAL ASSETS, NOT MERELY BUYING STABILIZED WAREHOUSES
Hillwood's own operating platform is important because Club VII is underwritten as a value-add/opportunistic industrial strategy rather than a passive core logistics fund. Hillwood says it has developed or acquired approximately 317.4 million square feet across 83 markets in five countries, with 13.1 million square feet of projected 2026 starts and approximately 126 million square feet of future development potential. The company specializes in distribution centers, e-commerce facilities, last-mile logistics and industrial campuses and performs investment, acquisition, development and management functions internally. New Jersey's diligence report similarly describes a vertically integrated platform of 444 professionals and notes that Hillwood has invested in U.S. industrial property since 1988 and sponsored institutional vehicles since 2011. Club VII's return profile therefore depends on land sourcing, construction execution, leasing and stabilization as much as on broad industrial-market appreciation.
THE HISTORICAL CLUB SERIES MAKES FUND VII A CONTINUATION OF A LONG OPERATING MODEL, BUT PRIOR RETURNS VARY BY VINTAGE
Institutional materials show a long sequence of predecessor funds rather than a newly invented strategy. New Jersey reported historical net IRRs of approximately 17.6% for Fund I, 22.0% for Fund II, 24.6% for Fund III, 43.5% for Fund IV, 30.8% for Fund V and 3.3% for the less mature Fund VI at the reporting date. Santa Barbara's earlier data similarly classified Funds I through VI as industrial vehicles spanning vintages from 2011 through 2021. Those historical figures are useful because they show that Hillwood has repeatedly acquired, developed, stabilized and exited industrial portfolios, but they should not be interpreted as promised Fund VII results. Fund VI's much lower early IRR is also a reminder that development-oriented real estate vehicles can show weak interim returns while assets remain under construction or in lease-up.
THE PLACEMENT-AGENT DISCLOSURE IS ALSO MATERIAL
Club VII names Jones Lang LaSalle Securities, LLC, CRD 120738, as the recipient of sales compensation and authorizes solicitation in all U.S. states and foreign jurisdictions. The September 2026 Form D estimates $6.4 million of sales commissions and $0 of finder's fees. New Jersey's own diligence memorandum separately confirms JLL Securities served as third-party solicitor and says the state reviewed the placement-agent contract and fee arrangement. That independent confirmation is useful because it distinguishes Club VII from funds where a named placement recipient appears in Form D but its actual role is unclear. The $6.4 million estimate should still be viewed in context of the full $1.5 billion offering rather than compared only with current capital sold, and investors should confirm whether the placement economics are paid by the fund, manager or particular investor classes.
FINAL ASSESSMENT
Hillwood US Industrial Club VII has at least six entity-specific facts that make its story unusually well supported: the SEC reports $836.67 million sold to 11 investors; fundraising increased by roughly $242.17 million from the prior amendment; the fund has a $1.5 billion hard cap; New Jersey ultimately committed $125 million; Hillwood is contributing approximately 5% of the target fund size through a roughly $62.5 million GP commitment; and institutional documents independently disclose a 1% management fee, 20% incentive fee over an 8% preferred return and a 14–16% target net return. The key diligence risk is therefore execution rather than basic identity. Club VII must source sites and acquisitions at attractive bases, control construction costs, lease newly delivered industrial space and avoid overbuilding in markets where logistics supply has expanded rapidly. Its Form D amount is genuine capital formation, but ultimate results will depend on Hillwood's ability to convert development risk into stabilized institutional assets.
SEC SNAPSHOT
Issuer: US Industrial Club VII, L.P. CIK: 0002028128 SEC Form: Form D/A Accession No.: 0002028128-26-000001 File No.: 021-516851 Film No.: 261370974 Latest Filing Date: September 10, 2026 Year Organized: 2024 Jurisdiction: Delaware Principal Address: 3000 Turtle Creek Blvd., Dallas, TX 75219 Telephone: 972-201-2853 Industry: Pooled Investment Fund Fund Classification: Other Investment Fund Investment Company Registered: No Investment Company Act Exclusions: 3(c)(1); 3(c)(5); 3(c)(6); 3(c)(7) Offering Exemption: Rule 506(b) Security Types: Equity / Pooled Investment Fund Interests Offering Amount: $1,500,000,000 Amount Sold - September 2025: $594,500,000 Amount Sold - September 2026: $836,666,667 Increase in Reported Sales: $242,166,667 Remaining To Be Sold: $663,333,333 Percentage of Offering Sold: Approximately 55.8% Investors: 11 Minimum Investment: $0 First Sale: June 25, 2024 Offering Duration Over One Year: Yes Business Combination Transaction: No Sales Commissions: $6,400,000 estimated Finder's Fees: $0 General Partner: US Industrial Club VII GP, LP Related GP Entity: US Industrial Club VII General Partner, LLC President of GP: Dewitt T. Hicks III Executive Vice President: Tracy Lee Green Executive Vice President: Todd L. Platt Placement Agent: Jones Lang LaSalle Securities, LLC Placement Agent CRD: 120738
INSTITUTIONAL FUND ECONOMICS
Fund Hard Cap: $1,500,000,000 GP Commitment: Approximately $62,500,000 GP Commitment as Percentage of Target: 5% Management Fee: 1% on Invested Capital Incentive Fee: 20% Preferred Return: 8% Management Fee Offset: 100% according to New Jersey materials Target Net Return: 14%-16% Typical Equity Check Per Investment: $5M-$35M Primary Strategy: Non-Core / Opportunistic Industrial Real Estate Primary Geography: United States Ground-Up Development: YES Existing Asset Acquisitions: YES
INSTITUTIONAL LP PENETRATION
New Jersey Division of Investment Commitment: $125,000,000 New Jersey Closing Date: March 31, 2026 New Jersey Capital Funded by April 2026 Report: Approximately $13.56 million
Santa Barbara County Employees' Retirement System Commitment: $10,000,000 SBCERS Commitment Date: June 27, 2024
New Zealand Super Fund Club VII Relationship: Confirmed NZ Super Historical Hillwood Relationship Began: 2019 with Club V NZ Super Club VI Commitment: $200 million according to its historical annual report NZ Super Club VII Investment Relationship: Confirmed
Odakyu Group Club VII Investment Relationship: Confirmed Odakyu Classification: U.S. Industrial Fund Investment Odakyu Operation Company Listed: Hillwood
Those Institutional Commitments Equal Entire Fund AUM: NO Those Commitments Guarantee Fund Performance: NO
HILLWOOD PLATFORM PENETRATION
Operating Brand: Hillwood Investment Properties Parent / Broader Brand: Hillwood, a Perot Company Founder: Ross Perot Jr. Founded: 1988 Headquarters: Dallas, Texas Official Website: hillwoodinvestmentproperties.com Industrial Real Estate Focus: YES Distribution Centers: YES E-Commerce Facilities: YES Last-Mile Logistics: YES Industrial Campuses / Airports: YES Markets: 83 Countries: 5 Developed / Acquired: Approximately 317.4 million square feet 2026 Projected Starts: Approximately 13.1 million square feet Future Development Potential: Approximately 126 million square feet Vertically Integrated Development / Acquisition / Management: YES
New Jersey-Reported Platform Employees: 444 New Jersey-Reported Total Firm Assets: Approximately $5.8 billion at diligence date Club VII Amount Sold Equal to Hillwood Firm Assets: NO
HISTORICAL FUND PENETRATION
Hillwood Industrial Fund I: Vintage: 2011 Institutional-Reported Net IRR: 17.6% MOIC: 1.42x
Hillwood Industrial Fund II: Vintage: 2014 Institutional-Reported Net IRR: 22.0% MOIC: 1.65x
Hillwood Industrial Fund III: Vintage: 2016 Institutional-Reported Net IRR: 24.6% MOIC: 1.52x
Hillwood Industrial Fund IV: Vintage: 2017 Institutional-Reported Net IRR: 43.5% MOIC: 2.04x
Hillwood Industrial Fund V: Vintage: 2019 Institutional-Reported Net IRR: 30.8% MOIC: 1.67x
Hillwood Industrial Fund VI: Vintage: 2021 Institutional-Reported Net IRR: 3.3% MOIC: 1.06x
Historical Returns Equal Expected Fund VII Returns: NO Historical Institutional Data Provides Sponsor Track Record: YES
WEBSITE / ENTITY PENETRATION
US Industrial Club VII SEC issuer confirmed: YES Hillwood relationship independently confirmed by institutional investors: YES Issuer address matches Hillwood Investment Properties headquarters: YES Issuer telephone consistent with Hillwood Dallas platform: YES US Industrial Club VII GP, LP confirmed: YES US Industrial Club VII General Partner, LLC confirmed: YES Dewitt T. Hicks III SEC relationship confirmed: YES Todd L. Platt SEC relationship confirmed: YES Tracy Lee Green SEC relationship confirmed: YES Robert T. Vicente SEC relationship confirmed: YES M. Thomas Mason SEC relationship confirmed: YES JLL Securities placement role confirmed by both SEC and New Jersey: YES KPMG identified as auditor in New Jersey materials: YES Haynes Boone LLP identified as legal counsel in New Jersey materials: YES Dedicated SEC-registered investment adviser CRD for Hillwood independently confirmed: NO
CORE INVESTOR QUESTIONS
How much of the remaining $663.33 million fundraising capacity is already committed but not yet reflected as sold What was the actual Fund VII target before applying the $1.5 billion hard cap How many additional institutional LPs are expected before final close What percentage of the portfolio will be ground-up development versus existing acquisitions Which Club VII properties have already been acquired or begun construction Which U.S. logistics markets currently represent the largest exposure What percentage of assets are speculative developments without pre-leasing What leasing assumptions support the 14%-16% target net return How much leverage can Fund VII use at the asset and fund levels What interest-rate assumptions are used in development underwriting How are construction-cost overruns allocated How long is the expected development-to-stabilization period How much land is acquired before entitlements versus fully entitled What percentage of the $62.5 million GP commitment has already been funded How are investment opportunities allocated between Club VII and other Hillwood accounts or joint ventures Does AllianceTexas compete with Club VII for suitable industrial opportunities How are JLL Securities' placement fees allocated among investors or borne by the manager What is the expected final duration of the fund What exit routes are assumed: individual sales, portfolio sales or recapitalizations How sensitive are returns to warehouse supply growth and rent normalization
PRIMARY EVIDENCE REVIEWED
SEC Form D/A for US Industrial Club VII, L.P. filed September 10, 2026. SEC Form D/A for US Industrial Club VII filed September 10, 2025. Original SEC Form D filed June 25, 2024. New Jersey Division of Investment October 23, 2025 investment memorandum for Hillwood US Industrial Club VII. New Jersey Division of Investment April 2026 report confirming the $125 million binding commitment. Santa Barbara County Employees' Retirement System real-estate reports confirming its Club VII commitment and prior Hillwood fund track record. New Zealand Super Fund public reporting regarding Hillwood US Industrial Clubs V, VI and VII. Odakyu Group official overseas real-estate portfolio identifying Hillwood US Industrial Club VII. Hillwood Investment Properties official website and industrial portfolio materials. SEC filing and New Jersey diligence materials confirming Jones Lang LaSalle Securities' placement-agent role.
IMPORTANT FORM D NOTICE
US Industrial Club VII's $836,666,667 figure is the cumulative amount of securities sold by the fund as reported in its September 10, 2026 Form D/A. The $1.5 billion figure is the total offering amount / hard cap, not current assets under management, and New Jersey's 14%-16% target net return is an institutional underwriting target rather than a guaranteed or SEC-verified outcome. Historical Hillwood fund IRRs are prior-vintage results and do not establish Fund VII performance. Form D, institutional commitments and manager operating history provide evidence of fund identity and capital formation but do not constitute SEC approval or endorsement.