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Confidential · For Accredited Investors Only · Do Not Distribute
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Before accessing the Rosenthals Greenville confidential investment memorandum, please review and sign the Non-Disclosure Agreement below. This agreement is between you and Rosenthals Holdings LLC, a Minnesota limited liability company.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below, by and between Rosenthals Holdings LLC, a Minnesota limited liability company ("Company"), and the undersigned Recipient.
1. Purpose
The Company and the Recipient wish to engage in discussions regarding a potential equity investment in Rosenthals Greenville, LLC (the "Purpose"). In connection with these discussions, the Company may disclose certain confidential and proprietary information.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by the Company to the Recipient, whether orally, visually, or in writing, including but not limited to:
Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was lawfully known by the Recipient prior to disclosure, or is independently developed by the Recipient without use of the Confidential Information.
3. Confidentiality Obligations
Recipient agrees to:
4. Non-Competitive Use
The Recipient agrees that the Confidential Information shall not be used, directly or indirectly, to evaluate, invest in, advise, operate, or support any business competitive with the Company, nor to create benchmarks, models, or strategies derived from the Confidential Information, other than for the Purpose.
5. Non-Solicitation
For a period of two (2) years from the date of this Agreement, the Recipient agrees not to solicit or induce any employee, contractor, vendor, supplier, or landlord of the Company, regardless of how the Recipient became aware of such individuals, without the Company's prior written consent.
6. Scope of Disclosure
The Recipient acknowledges that the Confidential Information is provided solely for preliminary evaluation purposes and does not constitute a complete or comprehensive financial or operational disclosure of the Company.
7. Forward-Looking Information
The Confidential Information may include projections, estimates, and forward-looking statements based on assumptions and subject to uncertainty. The Company makes no representation or warranty as to the accuracy or completeness of such information. Recipient is encouraged to conduct independent due diligence prior to making any investment decision.
8. Accredited Investor Status
Recipient represents and warrants that they are an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and that they have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a potential investment.
9. No License or Obligation
Nothing in this Agreement grants Recipient any rights, licenses, or ownership interest in the Confidential Information, nor obligates either party to proceed with any transaction or business relationship.
10. Term
This Agreement shall commence on the date signed and remain in effect for two (2) years, provided that confidentiality obligations relating to trade secrets shall survive for so long as such information remains a trade secret.
11. Return or Destruction
Upon the Company's written request, Recipient shall promptly return or destroy all Confidential Information and any copies thereof, and certify such destruction in writing upon request.
12. Remedies
Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Company for which monetary damages may be inadequate. The Company shall be entitled to seek injunctive relief and any other remedies available at law or equity, without the necessity of proving actual damages or posting bond.
13. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
14. Electronic Signature
The parties agree that electronic signatures, including signatures submitted through the Rosenthals investor portal, shall be deemed valid and binding to the same extent as original signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. A record of this Agreement, including the date, time, and email address of the signatory, shall be retained by the Company.
15. Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts of Macon County, North Carolina. This Agreement constitutes the entire understanding between the parties with respect to confidentiality and supersedes all prior discussions or understandings relating thereto.
Confidential · For Accredited Investors Only · Rosenthals Holdings LLC · Highlands, NC
A $900,000 equity offering in one of the Southeast's
fastest-growing luxury markets
Rosenthals is a luxury women's boutique founded in 1987 in Highlands, North Carolina. This memorandum presents a $900,000 equity offering to fund expansion into Greenville, South Carolina, one of the fastest-growing and most affluent metropolitan areas in the Southeast.
Greenville also benefits from meaningful proximity to Highlands. Rosenthals already serves a built-in feeder market of customers who know and trust the brand, including seasonal residents, second-home owners, and families who split time between the Highlands-Cashiers plateau and Greenville. This creates a rare expansion advantage: the new store does not open as an unknown concept, but as an established brand entering a nearby market with existing customer familiarity and word-of-mouth credibility.
A premium site has been identified: approximately 4,000 square feet of new spec-build space within one of Greenville's established high-end retail clusters, surrounded by luxury co-tenancy and direct access to the market's strongest wealth catchment. Lease negotiations are in progress, with base rent of approximately $42 per square foot and landlord tenant-improvement contributions under active negotiation.
The Company will be structured as a manager-managed LLC. The Managing Member (65%) retains full authority over all day-to-day operations, strategic direction, merchandising, and execution of the business. Investor Members (35%) participate as passive equity holders, with economic rights and customary protective provisions related to major decisions. The Managing Member's stake reflects the non-cash contributions that make this expansion possible: thirty-eight years of brand equity, designer relationships that are inaccessible to new entrants at any price, proprietary operational systems, and full-time operation of the business. The Managing Member maintains 100% operational control, ensuring consistency in vision, brand execution, and business strategy. The minimum investment unit is $100,000.
This is not an exit-driven investment. There is no planned sale, flip, or liquidation event. The Rosenthals Greenville location is being built to operate indefinitely as a profitable, cash-distributing business. Investors participate in the ongoing economic success of the store through pro-rata quarterly distributions, a model that rewards patience and compounds value over time.
The financial model is based on assumptions drawn from our Highlands location's historical performance.
The base-case projection targets $3.0 million in Year 1 revenue, approximately $750 per square foot, a conservative figure for a luxury boutique operating within an established high-end retail cluster with built-in affluent traffic. At a 50% gross margin, consistent with Highlands' historical performance, the store produces $1.5 million in Year 1 gross profit. Operating expenses of $865,000 include premium-location occupancy costs and a $75,000 management fee allocated pro-rata from Rosenthals Holdings across all locations. The store is projected to generate $635,000 in EBITDA in its first full year, a 21.2% EBITDA margin, and to grow revenue to $5.5 million by Year 5 as the location matures, the client book builds, and the brand establishes itself in the market.
Distributions are intended to be made quarterly, subject to maintaining a prudent operating reserve for inventory, working capital, and seasonal cash management. This reserve is designed to protect business continuity and support consistent long-term distributions rather than forcing short-term payouts at the expense of operational strength.
| Line Item | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |
|---|---|---|---|---|---|
| Revenue | $3,000,000 | $3,700,000 | $4,400,000 | $5,000,000 | $5,500,000 |
| Gross Profit (50%) | $1,500,000 | $1,850,000 | $2,200,000 | $2,500,000 | $2,750,000 |
| Operating Expenses | ($865,000) | ($900,000) | ($935,000) | ($965,000) | ($990,000) |
| EBITDA | $635,000 | $950,000 | $1,265,000 | $1,535,000 | $1,760,000 |
| EBITDA Margin | 21.2% | 25.7% | 28.8% | 30.7% | 32.0% |
Breakeven revenue: $1,588,889, approximately 53% of the Year 1 base target.
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|
| Distribution Per Unit | $24,694 | $36,944 | $49,194 | $59,694 | $68,444 |
| Cash-on-Cash Return | 24.7% | 36.9% | 49.2% | 59.7% | 68.4% |
The longer an investor holds, the more cumulative distributions they receive. Figures below follow the five-year ramp, with Years 6-10 held flat at the Year 5 run-rate, a deliberately conservative assumption that applies no growth beyond Year 5.
Built-In Margin of Safety: The Greenville location needs only $1.59 million in annual revenue to break even, roughly 53% of the $3.0M Year 1 target. Even if revenue came in 47% below plan, the store would remain cash-positive. And investors recover their full capital through distributions by the end of Year 3.
Three scenarios illustrating the range of outcomes based on revenue performance. All projections use a consistent 50% gross margin and a variable operating expense assumption around the base case.
| Net Sales | $1,588,889 |
| COGS (50%) | $794,444 |
| Gross Profit | $794,444 |
| Operating Expenses | $794,444 |
| EBITDA | — |
| Net Sales | $3,000,000 |
| COGS | $1,500,000 |
| Gross Profit | $1,500,000 |
| Operating Expenses | $865,000 |
| EBITDA | $635,000 |
| Net Sales | $4,000,000 |
| COGS | $2,000,000 |
| Gross Profit | $2,000,000 |
| Operating Expenses | $915,000 |
| EBITDA | $1,085,000 |
Projections are illustrative. Gross margin held at 50% across all scenarios. Base case OPEX of $865,000 includes premium-location occupancy and a $75,000 management fee allocated pro-rata from Rosenthals Holdings LLC. OPEX scales at 5% of the revenue delta from the base case. Investor distribution calculated on 35% equity stake, pro-rata per $100,000 unit (approximately 3.89% of entity). Year 1 scenarios shown; see five-year pro forma for ramp trajectory. Returns are not guaranteed.
Greenville, South Carolina
One of the fastest-growing luxury markets in the Southeast.
Unlike mass-market retail, the luxury sector has demonstrated remarkable durability through every major downturn of the past three decades.
The luxury consumer does not stop spending during recessions; they shift spending. During 2008 and 2020, the luxury sector recovered faster than virtually every other retail category. Luxury purchases are driven by identity and aspiration, not price.
The U.S. personal luxury goods market has grown at a CAGR well above general retail over the past decade. Analysts project continued expansion driven by wealth creation, intergenerational wealth transfer, and the growing influence of affluent women as primary decision-makers.
The brick-and-mortar luxury boutique model has proven remarkably resistant to e-commerce disruption. Luxury consumers want to touch fabrics, try on garments, and receive personalized styling advice. The in-store experience is part of the purchase.
Luxury retail benefits from high margins, loyal repeat customers, and a defensible market position insulated from both online competition and economic cyclicality.
Greenville has undergone one of the most dramatic economic transformations of any mid-size American city over the past fifteen years.
Greenville, South Carolina
One of the fastest-growing luxury markets in the Southeast
The Greenville metropolitan area has experienced a 32% population surge over the last decade. Corporate relocations by BMW, Michelin, and GE, along with technology and financial services firms, have brought a disproportionately affluent, highly educated population. These are households with significant disposable income and a demonstrated appetite for premium goods.
Greenville offers more than one credible path for a Rosenthals location. Downtown Main Street remains attractive for its walkability, hospitality energy, and consistent year-round foot traffic, making it a strong visibility play in a market that is materially less seasonal than Highlands. Verdae Boulevard is equally compelling for different reasons: convenience, established luxury adjacency, and direct access to Greenville's highest-income neighborhoods.
Downtown brings brand-building advantages. Its restaurant, hospitality, and event activity create a highly visible setting where Rosenthals could benefit from repeat exposure, destination shopping, and year-round consumer traffic. For a brand rooted in experience and discovery, Main Street offers a natural stage.
Verdae offers a complementary strength. The corridor sits within Greenville's strongest wealth catchment, with direct access to ZIP 29681 and a concentration of high-income households. It already functions as a proven luxury ecosystem, with nearby luxury auto dealers, premium national retailers, and country club access, while also removing a key friction point through surface parking and immediate interstate connectivity. Together with neighboring businesses such as Hale's and Smith & James, it supports a highly convenient, repeatable special-occasion and gifting destination.
Across both downtown and Verdae, Greenville remains underserved in one category: true luxury women's fashion. There are no Saks Fifth Avenue, Neiman Marcus, or Nordstrom locations serving the market in a way that captures Rosenthals' customer, and there is no independent boutique combining designer depth, service, and brand curation at Rosenthals' level. Whether the eventual site prioritizes Main Street visibility or Verdae convenience and adjacency, the market gap remains clear and substantial.
Rosenthals has identified a premium location: approximately 4,000 square feet of new spec-build space within an established high-end retail cluster, positioned among luxury co-tenants with direct access to Greenville's strongest wealth catchment. Base rent is approximately $42 per square foot with landlord tenant-improvement allowances under active negotiation. The cluster's built-in affluent traffic underpins the $3.0 million Year 1 revenue target, and the location premium is projected to pay for itself several times over in first-year gross profit alone.
BMW's North American manufacturing headquarters, Michelin's North American headquarters, GE turbine manufacturing, and dozens of technology and financial firms create a reliable foundation of affluent consumers. Unlike cities dependent on a single employer, Greenville's diversification provides resilience and directly supports the stability thesis for long-term investors.
In luxury retail, the most important determinant of long-term success is access: access to the right designer labels, the right customers, and institutional knowledge built over decades. Rosenthals possesses all three.
The most coveted designer labels do not grant retail access to new, unproven stores. These relationships are earned over years of consistent ordering, reliable sell-through performance, and brand-appropriate merchandising. Rosenthals has cultivated these relationships since 1987. The boutique carries labels that are simply inaccessible to a new market entrant, regardless of how much capital that entrant might have.
This is a structural moat that cannot be crossed with money alone. A competitor opening in Greenville today would spend years, possibly many years, building the track record necessary to earn the same designer relationships. Many would never succeed. Rosenthals walks in with its full designer portfolio on day one.
Rosenthals operates on a Ritz-Carlton model of retail hospitality. Every customer interaction is treated as a private appointment. Personal styling is not an add-on service. It is the foundation of the experience. This service model has been refined over nearly four decades at the Highlands location, where the clientele includes some of the Southeast's most discerning luxury consumers.
Beyond brand and relationships, Rosenthals has built proprietary operational systems: automated open-to-buy planning tools, integrated inventory management, and point-of-sale integration. These systems allow the business to manage purchasing, track performance, and optimize inventory with precision that most independent boutiques lack.
Funds will be deployed across five categories, with deliberate emphasis on the two factors most critical to a luxury boutique's success: the physical environment and the product.
The offering is structured as a $900,000 equity raise in exchange for a 35% ownership stake in the Greenville location. Investor Members receive economic rights and customary protections commensurate with a passive equity position in a manager-managed LLC.
In addition to the equity raise, investors commit pro-rata to a $400,000 standby facility (maximum $44,444 per unit), a tenant-improvement bridge that is drawn only to the extent the final lease's landlord contribution does not fully fund the build-out. Interest of 10% accrues only on drawn amounts; undrawn capacity costs investors nothing. Any drawn balance is repaid from operating cash flow, projected by the end of Year 3. This structure allows the raise to proceed in parallel with lease negotiations: every dollar of additional landlord TIA reduces the facility call.
| Right / Protection | Detail |
|---|---|
| Economic Distributions | Pro-rata participation in all profits |
| Financial Reporting | Annual income statements, balance sheets & KPIs |
| Strategic Reviews | Annual investor meeting with leadership |
| Standby Facility | Up to $44,444 per unit; 10% on drawn amounts only; repaid from cash flow |
| Anti-Dilution | Protection against future equity issuance |
| Minimum Investment | $100,000 per unit (≈3.89% of entity) |
More than twenty-eight years of experience across premium retail, marketing, and operations. Founder and leader of multiple companies in consumer products, outsourcing, and M&A. At Rosenthals, Josh drives brand strategy, buying operations, and all technology systems. His combination of entrepreneurial instinct and operational discipline has been the engine behind the future direction of Rosenthals.
More than twenty-five years of experience in real estate, hospitality, and consumer retail. Beginning as a homebuilder and developer across Southeastern residential and golf communities, Vance brings a deep understanding of the affluent consumer and the physical environments that attract them. He applies a Ritz-Carlton hospitality philosophy to managing upscale boutiques, ensuring every operational detail reflects the brand's commitment to excellence. Vance serves on the board and invests alongside Investor Members on identical terms.
Schedule a call with Josh and Vance to walk through the full pro forma, ask questions, and discuss the opportunity in detail.
The Operating Agreement and Investor Rights summary will be provided to qualified, interested parties upon request.
Execute subscription documents and wire funds. The minimum investment is $100,000 per unit.
The Greenville location is targeted for a Q1 2027 opening. From that point forward, investors receive quarterly pro-rata distributions as available and annual financial reporting.
Contact us directly to discuss the Greenville opportunity.