Porcupine Properties, LLC
- a New Hampshire limited-liability company;
- owned and controlled by its members;
- invests in real estate in New Hampshire.
PINE Token
- a Liquid Network crypto-asset;
- embodies ownership of Porcupine Properties;
- enables voting and income distribution.
Porcupine Properties is a New Hampshire limited-liability company owned by its members for the purposes of investing in real estate in New Hampshire and distributing rental income. Its members hold units of a crypto-asset called PINE, which serves as a digital proxy for their ownership interests in the company. Members convey interests in the company by transferring units of PINE between their respective crypto wallets. PINE is issued as a transfer-restricted asset on the Liquid Network, a Bitcoin sidechain.
What does the PINE token represent?
PINE tokens represent ownership in Porcupine Properties, LLC. They are the digital equivalent of stock certificates. The transfer of PINE tokens on the blockchain legally triggers an equivalent transfer of limited-liability company interest. From a legal perspective, Porcupine Properties is a plain old LLC such as has existed for decades, the only difference being that there is a digital lever that effects purchases and sales of company interest.
Is PINE a cryptocurrency?
PINE is not a cryptocurrency; it is a cryptographic asset token. The key difference is that PINE tokens do not hold value in and of themselves. They are just proxies for the real value, which is ownership of the company. PINE is a knob that controls movement of the thing of value, not the thing of value itself.
Is PINE a security?
Yes, the PINE token unequivocally represents a security. It meets all four criteria of the Howey Test: it is an investment of money in a common enterprise with an expectation of profits to be derived from the efforts of others.
Because PINE is not presently registered with the U.S. Securities and Exchange Commission, Porcupine Properties is restricted to selling PINE tokens and associated interests to New Hampshire residents only. Holders of PINE may transfer tokens to other New Hampshire residents at any time. After a period of six months from the date of the initial sale by Porcupine Properties, PINE tokens may be transferred to anyone eligible, regardless of residency. This restriction is enforced automatically by the system, so members cannot run afoul of it.
Who is eligible to hold PINE?
Anyone with a United States taxpayer identification number (TIN/SSN/EIN) may own PINE tokens and the associated limited-liability company interests. Porcupine Properties must collect this personally identifying information because legal ownership of a limited-liability company cannot be anonymous or pseudonymous. Members receive a Form 1065 Schedule K-1 annually, reporting their share of partnership income.
How are PINE tokens issued?
PINE tokens are issued as an asset on Blockstream's Asset Management Platform (AMP), which runs on the Liquid Network, the longest-running and most well-established Bitcoin sidechain. Bitcoins on the Liquid Network are backed one-to-one by bitcoins on the main chain using a cryptographically verifiable two-way peg. The Liquid Network natively supports custom asset issuance and confidential transactions.
Is Porcupine Properties a REIT?
Porcupine Properties is structured similarly to a member-governed Real Estate Investment Trust (REIT). However, legal REIT classification requires a corporation with at least 100 shareholders (among several other requirements) and so is not realistic in the immediate term.
What assets will the company hold?
The company will hold only U.S. dollar cash (in insured bank accounts), real estate, and U.S. Treasuries (in mutual funds or ETFs). The company will never hold any other asset classes (e.g., cryptocurrencies, precious metals, stocks, corporate bonds, annuities, etc.). The company may exchange its assets into stablecoins only for the purpose of distributing them immediately as dividends to members.
How are dividends paid?
Dividends are paid to members monthly in proportion to how many PINE tokens they held throughout the month and how long they held those tokens. Members can specify what fractions of their dividends they wish to receive in BTC, USDT (Tether), and PINE. To provide for portfolio expansion and the capital expenses that accompany owning real estate, at least 10% of dividends must be reinvested in PINE.
Is there an option to receive dividends by ACH?
At present the only options for dividend payouts are BTC, USDT, and PINE. However, ACH may be added as an option in the future if there is sufficient demand for it.
Where will the properties be located?
Conceivably the company could acquire properties located anywhere. It may be most practical, however, for the company to acquire properties located in New Hampshire. In any case the selection of specific properties to acquire will be by vote of the members.
Who will manage the properties?
The company will hire a professional property management company to be determined by vote of the members. Day-to-day operating expenses will be handled by the property management company with no vote required. Expenditures greater than $2500 are considered (by the IRS as well) to be capital expenditures, and these require the approval of 75% of the membership interests, the same as the initial property acquisition.
How does voting work?
Per the LLC operating agreement, all capital expenditures (aside from routine operating expenses) must be approved by affirmative vote of no less than 75% of the membership interests. Votes are conducted on this website using the range voting method, which allows voters to express the degree of their approval or disapproval regarding each proposed option. New proposals can be submitted by a petition of members holding at least 10% of the membership interests.
What is the exit plan for investors?
If the company has adequate cash on hand, then it can repurchase PINE tokens from investors. However, after property acquisition the overwhelming majority of the company's capital will be tied up in real property, so the company would be unable to repurchase PINE then. Members are always free to sell privately or give their PINE tokens to other eligible investors. The digital nature of the tokens makes this very easy. It is also possible for members to propose the disposal of a property, and if that proposal achieves 75% approval, then the company will liquidate the property, which would make cash available for PINE repurchases.
Is this a Ponzi scheme?
Absolutely not. Funds to pay dividends come strictly from two sources: real-estate rental income and interest earned on cash reserves. Dividends are never paid out of the proceeds of token sales. Issuance of PINE is publicly auditable in the Blockstream Liquid Network ExplorerBlockstream Liquid Testnet Explorer, and current financial statements of Porcupine Properties are available to all members.
What wallets are supported?
Some options are the Blockstream App (recommended), Blockstream Jade (hardware wallet), and SideSwap. AMP exposes a public API, and Blockstream offers the Green Development Kit, so any wallet can freely add support.