The Meridian Private Residences

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					INFORMATION MEMORANDUM

THE MERIDIAN Private Residences

April 2005

Investment Summary Contents 1. 2. 2.1 2.2 2.3 2.4 2.5 3. 3.1 4. 4.1 4.2 4.3 5. 5.1 Executive Summary .................................................................................................. 1 The Project.................................................................................................................. 1 The Location ............................................................................................................... 1 The Monorail .............................................................................................................. 3 The Property ............................................................................................................... 4 Five Star Amenities .................................................................................................... 4 The Units ..................................................................................................................... 5 The Developer ........................................................................................................... 6 American Invsco ........................................................................................................ 6 The Market ................................................................................................................. 8 Las Vegas - The Fastest Growing City in the U.S. ................................................. 8 The “Manhattanization” of Las Vegas .................................................................. 12 Condominium Market Analysis and Comparables ............................................ 13 The Investment........................................................................................................ 14 The Investment Process .......................................................................................... 16 5.1.1 5.1.2 5.1.3 5.1.4 5.1.5 5.2.1 5.2.2 5.2.3 5.2.4 5.2.5 5.2.6 6. 7. 7.1 7.2 7.3 7.4 Step 1 - Reserve a unit with a $3,500 deposit ........................................ 16 Step 2 – Complete the Reservation Form or Purchase Agreement.... 17 Step 3 - Second Deposit: 10% of Purchase Price ................................... 17 Step 4 – Third Deposit: Increases Total to 30% of Purchase Price ..... 17 Step 5 - Closing ......................................................................................... 18 Closing Costs ............................................................................................. 18 Mortgage Financing ................................................................................. 18 Mortgage Fees and Home Owners Insurance ...................................... 18 Legal Process ............................................................................................. 19 Tenant right of first refusal ..................................................................... 19 Taxation ...................................................................................................... 19

The 1031 Exchange Exit Option ............................................................................ 19 Attachments ............................................................................................................. 20 Legal Disclaimer....................................................................................................... 20 U.S. Income Tax Considerations ............................................................................ 21 7.2.1 Irish Investors in the U.S.: Real Property Interests - Las Vegas, NV ........ 21 Contact List ............................................................................................................... 22 Incentive Option Example ...................................................................................... 24

Contents

Investment Summary

1.

Executive Summary

American Invsco, a Chicago-based developer, known as the leading condominium conversion company in the U.S., has begun offering its luxurious resort condominiums at The Meridian Private Residences, in the heart of Las Vegas. Located on approximately 16 prime acres, just two blocks from the famed Las Vegas Strip, the Meridian comprises six mid-rise buildings, 678 residential units of renowned architectural design and first-class amenities. Each building features approximately 135 residences, with studios, one and two bedroom units. The homes are priced most attractively considering their expansive floor plans which are designed with the finest appointments. Market conditions in Las Vegas present an extraordinary opportunity for residential real estate investments. The Las Vegas housing market continues to be the strongest in the country, setting records in almost every category in 2004. Indeed, in 2004, production could not keep up with demand, resulting in homebuilders selling at greater than “asking price”. The market does not show any signs of slowing down as demonstrated by 2004 home prices having appreciated 50% from the previous year. Factors that have contributed to these outstanding conditions include: population growth (Las Vegas has shown an extraordinary 207.5% population increase from 1984 to 2004); job growth (fueled in part by the influx of technology companies and venture capitalists); optimal tax situation; influx of second home, time share and senior buyers; inviting climate; and, more than anything else, the strict regulation of public land availability by the Bureau of Land Management. Supply in Las Vegas continues to decrease as more land is absorbed than the BLM is replacing. The price of land is therefore going up and, clearly, both from a perspective of future appreciation and site availability, this property presents an outstanding investment opportunity. Lastly, rising single-family home prices in Las Vegas, along with the evolution of a market niche that values the low-maintenance condominium lifestyle, and a prodevelopment administration, has created the ideal market conditions for new condominium conversions in the valley.

2. 2.1

The Project The Location

Located adjacent to the exclusive Park Towers in the prestigious Hughes Center, in an area bordered by Koval Avenue on the west, Paradise Road on the east and Flamingo Road on the south, the Meridian is a short limousine ride to the McCarran International Airport and is centrally located near convention centers and The University of Nevada, Las Vegas. This prime site is beautifully situated in the center of all that makes Las Vegas exciting, just two blocks from the celebrated Las Vegas Strip and walking distance to major businesses, shopping centers, world-class dining, re-known luxury resorts and gaming establishments including: Flamingo Hilton, Harrah‟s, Hard Rock Café, Caesars Palace, Bally‟s, Mirage, Aladdin, Bellagio, Venetian and Wynn Las Vegas.

Page 1

Investment Summary

The Project

The Clubhouse

The pool

The Meridian by night

Surrounding Area

Paris

Caesars Palace

Bellagio

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Investment Summary Location Map

The Meridian

The Strip

2.2

The Monorail

The Las Vegas Monorail, a four-mile public transportation system in the Resort Corridor, runs near the west side of the Property, with two stops walking distance from the Meridian site. The system connects the property to 8 major resorts, over 24,700 hotel rooms, and 9 convention facilities with 4.4 million square feet of space. The construction on the first phase was completed in February 2004 and it‟s now operative carrying almost 40,000 people per day connecting the MGM, Bally‟s, Flamingo, Paris, Harrah's, Imperial Palace Hotels, the Las Vegas Convention Center, the Las Vegas Hilton and the Sahara Hotel. Construction of the second phase of the monorail, which will connect the Strip with Downtown Las Vegas attractions and the central business district, running from the Sahara hotel to the Fremont Street Experience, is projected to begin by early 2005 and be completed by 2007. A third phase will connect downtown Las Vegas and the Strip to the airport in 2010. The result being: a further potential increase in value due to Meridian residents now having even greater ease in accessing all the best that Las Vegas has to offer.

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Investment Summary

The Meridian

2.3

The Property

The property was built in 1992 as a luxurious apartment complex and consists of six Mediterranean-style three and four story buildings featuring 135 units each. The buildings are spread over approximately 16 acres and there are two tennis courts, two swimming pools and centrally located Jacuzzis. The focal point of the Meridian complex, the clubhouse, is a three-story structure consisting of resort operations support space, sales offices and an elegant lobby.

2.4

Five Star Amenities

The buildings are designed with a maximum of 678 condominiums with upgraded features and finishes of the highest caliber. Architectural details include:
     

Mediterranean-style architecture Stucco exterior Elegant lobby and reception area Expansive 9 to 12 foot ceilings, depending on building location Efficient water-source heat pump for air conditioning units State-of-the-art fire protection from automated sprinkler systems

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Investment Summary


Concrete tile roof

Fine living features:
     

State-of-the-art media center Expansive windows to maximize natural light and views Open living plans to maximize space Hand-set tile flooring in the kitchen and baths Private balconies Individual lockable in-home owner storage closets A meticulously designed landscape including native plants, wildflowers and water features Full health club including indoor racquetball and squash courts Fully-equipped exercise center and workout area with locker rooms and showers Dry-heat sauna Two resort-style heated swimming pools and spas Poolside cabanas and BBQ‟s Two outdoor lighted tennis courts Convenient elevators Theatre screening room Elegant clubhouse lounge Resident service center with video rental, dry cleaning, mail and package services A comfortable meeting and conference room 678 gated underground parking stalls, plus 400 open spaces Full-service concierge. The Units

              2.5

The Meridian offers an unparalleled selection of eight distinctive floor plans. Featuring award winning architectural and interior designs, each spacious condominium has been intelligently planned to provide the utmost in comfort, convenience and style. The unit mix consists of studios (60), one-bedrooms (260), two-bedrooms (356), penthouses (2). Units range in price for studios from the low $300,000‟s, to onebedrooms from the low $400,000‟s, to two-bedrooms from the $580,000‟s.

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Investment Summary Unit Mix
Unit Style Athens Barcelona Calais Florence Genoa Monaco St. Tropez Valencia Penthouse Unit Size Studio, 1 Bath 1 Bedroom, 1 Bath 1 Bedroom, 1 Bath 1 Bedroom, 1 Bath 2 Bedroom, 2 Baths 2 Bedroom, 2 Baths 2 Bedroom, 2 Baths 2 Bedroom, 2 Baths, Den PH Approx. Sq. Ft. 515 685 757 760 1005 1058 1062 1280 2010 Approx. Number of Sq. Meters Units 47.8 60 63.6 140 70.3 100 70.6 20 93.4 236 98.3 50 98.7 40 118.9 30 186.7 2 Price Range $305,400 - $338,400 $402,900 - $467,700 $444,300 - $515,900 $468,300 - $517,900 $586,500 - $680,000 $616,900 - $684,700 $620,800 - $713,200 $744,200 - $832,300 $1,353,000

Each unit includes:        In unit washer and dryer Large pantry and linen closet Upgraded floor coverings and window treatments Walk-in closet Central heating and air conditioning Private deck or balcony Gas fireplace (upper units only).

Furthermore, the development budget includes the following:   The entire development will feature the latest in technology with high-speed broadband access, cable TV, and wireless infrastructures in place Granite countertops in kitchens and baths, upgraded kitchen appliance packages with refrigerators, and upgraded plumbing fixtures, all included. The Developer American Invsco

3.
3.1

Founded in 1969, American Invsco has successfully developed and sold over 40,000 condominiums in over 40 cities and towns throughout the United States with total property values in excess of $4 billion. Credited by many with creating the concept of converting rental properties into condominiums, Nicholas S. Gouletas, Chairman and CEO, has changed the face of the real estate market across the country. In the 35 years since American Invsco‟s inception, Mr. Gouletas has been responsible for the development of over 100 projects. His professional contributions to the industry were recognized by his peers in 1996, when he was inducted into the Chicago Real Estate Hall of Fame.

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Investment Summary he pro

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Investment Summary Among the most prominent projects undertaken by Mr. Gouletas are the 1988 conversion of the world‟s tallest residential building, Chicago‟s Lake Point Tower, and the 2001 conversion of The New York Private Residences, which is the world‟s tallest brick residential structure. Whether transforming existing properties into refined condominium homes, or developing exciting new residential structures, all American Invsco projects share the same vision of providing a superior homeownership experience or an outstanding investment opportunity for their customers. It is this striving for excellence that has established American Invsco as the nation‟s leading condominium developer. Currently, American Invsco represents over a billion dollars of real estate property in five major U.S. markets:      Chicago Las Vegas Florida Houston Atlanta

The philosophy of the company is to offer a diversified collection of real estate opportunities and thereby better serving their valued customers‟ residential and investment requirements:     By providing everything from home design to assistance in arranging financing By providing to the customer a level of support which is unmatched in the real estate industry By offering a comprehensive full service approach for each customer that continues well beyond the “closing” By having consistently exceeded the expectations of tens of thousands of satisfied homeowners. The Market Las Vegas - The Fastest Growing City in the U.S.

4. 4.1

Las Vegas is the most recognized resort destination in North America, consisting of mega-casino resorts that offer a vast array of amenities, including world class hotel accommodations, restaurants and fine dining, retail shopping, entertainment venues and extensive convention and meeting facilities. The Las Vegas Strip is recognized throughout America and the world for its “mustsee” themed gaming resorts. Known historically for its gaming experience, the Las Vegas landscape has changed considerably over the past decade with the opening of such world renown gaming resorts as the Mirage, Bellagio, Luxor, Mandalay Bay, The Venetian and MGM Grand, just to name a few. The effect of these openings was to broaden the Las Vegas‟ traditional market by appealing to a new customer base
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Investment Summary consisting of leisure tourists interested not only in gaming but dining, entertainment and shopping as well. The economy of the Las Vegas metropolitan area is one of the strongest in the U.S. In fact Las Vegas is one of the few markets in the country not to have experienced any job losses in the last three years. Employment growth topped 30,000 jobs for year-end 2003 (one of the highest figures in the U.S.) and is expected to have added an additional 37,000 jobs for 2004.
(inThousands) $55 $50 $45 $40 $35 $30 $25 $20 $15 $10 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 22.5 25.1 28.1 30.9
AVG + 12.45%

Total Personal Income
50.5 41.2 42.5 44.6 46.7

Employment
(in Thousands) 850 798.3 800 760.5 AVG + 7.46% 725.4 729.5 750 703.7 667.6 700 617.3 650 584.1 600 543.1 550 494.9 500 457.2 450 400 350 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

34.7

37.7

Las Vegas GMP grew at a rate of 5.8% in 2003 and 5.2% in 2004, better than the western United States or the country as a whole. Though the economy is still relatively dependent on tourism, with an expanding population base, the job market is becoming more and more diversified with sectors like health care and computer technology leading the way. Further, low business taxes continue to make Las Vegas an attractive location for companies looking to relocate. Overall, the economic outlook for Las Vegas is one of the best in U.S.A.

Employment by industry
Natural Resources & Mining 0.2% Business Services 11.2% Financial Activities 5.5% Information 1.7% Trade, Transportation 17.9% Educational and Health 6.8% Government 11.0% Other Services (Excl Gov) 2.9% Leisure and Hospitality 30.2%

Manufacturing 3.1%

Construction 9.6%

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Investment Summary Las Vegas has the largest gaming industry in the world and has one of the fastest growing leisure, lodging, and entertainment markets in the country. According to the Las Vegas Convention and Visitors Authority, the number of visitors traveling to Las Vegas has continued to increase at a steady and significant rate from approximately 28.2 million in 1994 to approximately 37.0 million visitors in 2004, an average annual growth rate of just over 3%.
Visitor Volume
(in Millions) 39 37 35 33 31 29 27 25 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 28.21 29.00 29.64 30.47 30.61 AVG + 3.12% 33.81 35.85 35.02 35.07 35.54
(in Billions)

Visitor Spendings
37.01
$35 $33 $31 $29 $27 $25 $23 $21 $19 $17 $15 31.46 31.91 31.57 28.70 24.95 24.58 22.53 19.20 20.70 32.78 33.00

AVG + 7.19%

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

Aggregate expenditures by these visitors increased at an average annual growth rate of 7.2%, from $19.2 billion in 1994 to $33.0 billion in 2004. The significant growth in population of Las Vegas in the 1990‟s has provided a large stable base of potential customers and a local gaming market of over $1.5 billion in size. Population in Clark County has grown from 985,000 in 1994 to 1.7 million in 2004 and is projected to reach 2 million by 2009. Local residents tend to visit off-Strip casinos in order to avoid the crowds often present on the Strip. Furthermore, local casinos include features not typically found in casinos on the Strip, including bowling alleys and theaters, and will run monthly promotions to attract the local population.
Population in Clark County
1.75 1.58 AVG + 7.72% 1.25 1.32 1.43 1.50 1.64
(in Billions) $9.0 $8.0 $7.0 $6.0 $5.0 $4.0 $3.0 5.43 5.72 5.78 AVG + 5.71% 7.21 6.15 6.35

(in Millions) 1.8 1.7 1.6 1.5 1.4 1.3 1.2 1.1 1.0 0.9 0.8 1994 0.99 1.04

Gaming Revenues
8.53 7.67 7.64 7.63 7.83

1.12

1.19

1995 1996 1997

1998 1999 2000

2001 2002 2003

2004

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

Gaming revenue in the Las Vegas has grown at an average annual rate of 5.7%, from $5.4 billion in 1994 to $8.5 billion in 2004. This growth has been fueled primarily by the opening of mega-resorts, which has transformed Las Vegas into an entertainment, retail and gaming resort destination and the phenomenal increase in convention business over the past few years, which has helped increase midweek demand. Visitors to Las Vegas arrive primarily by air, representing almost 45% of the total visitations. Recently there has been a shift in the marketing focus of casino operators to
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Investment Summary drive-in additional customers. The decline in air passengers in 2001 and 2002 has been partially mitigated by an increase in automobile traffic, which was up 3.8% for 2002 and 7.4% for 2003. Southern California represents a major feeder market for Las Vegas accounting for over 29% of the total visitations. Drive-in traffic from this region has increased to approximately 6 million passengers in 2004, up from 3.8 million in 1994. 2004 was a great year also for the Mc Carran airport with more than 37 million passengers, up 3.5% on 2003.
Trasportation to Las Vegas
(in Millions) $6.0
Automobile 43%

Convention Attendance
5.66 AVG + 12.17% 4.70 5.01 4.54 5.11

$5.5 $5.0 $4.5 $4.0 $3.5 $3.0 2.70 2.90

3.52

3.67

3.54

Air 44% Others 13%

$2.5 $2.0 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Las Vegas is one of the strongest and most resilient hotel markets with hotel occupancy among the highest of any major markets in the world. Despite a 48.57% increase in room supply in Las Vegas from 1994 to 2004, hotel occupancy rates exceeded an average of 88% over the same period. The Las Vegas Convention and Visitors Authority expects a more moderate 6,586 new rooms (excluding motel rooms) to become available over the next two years (through May 2006), including the Venetian, Caesars Palace, Mandalay Bay and Bellagio expansions and the opening of Wynn Las Vegas in May 2005.
Room Supply and Occupancy Rate
140,000 130,000 120,000 110,000 100,000 90,000 80,000 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Hotel Rooms Occupancy Rate 93% 92% 91% 90% 89% 88% 87% 86% 85% 84% 83% 82% 81% 80%

(in Billions) $7.0 $6.0 $5.0 $4.0 $3.0 $2.0 $1.0 $0.0 1996 3.92

Convention Economic Impact
AVG + 9.57% 5.00 4.16 3.92 4.26 5.81 5.96 6.55

1997

1998

1999

2000

2001

2002

2003

The high occupancy rate can be partly attributed to the meeting and convention attendance, which helps increase room demand during mid-week periods when room demand from leisure travel is typically lower. With over 5 million sq. ft. of meeting space in Las Vegas, meeting and convention attendance represents a significant portion of visitations. Las Vegas ranks second in the country, after Chicago, in terms of

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Investment Summary total convention exhibit space. It currently hosts six of the top ten tradeshows and 34 of the top 200 tradeshows in the United States. The Las Vegas convention industry has experienced dramatic growth during the past decade. In 2003, over 5.657 million convention delegates descended upon Las Vegas, which generated more than $6.5 billion in non-gaming economic impact. Convention attendance as a percentage of total visitations has increased from 9.4% in 1994 to over 15.9% in 2003 and is one of the fastest growing segments in the market.

4.2

The “Manhattanization” of Las Vegas

Propelled by low interest rates, relative affordability (particularly when compared to other southwestern markets such as Southern California), high demand for housing and improved consumer confidence, the Las Vegas housing market is very strong. In fact, if 2003 was the best year ever for new home sales in Las Vegas with more than 29,000 new units sold throughout the valley, the projections for 2004 indicated that 2004 would set a new all time high with 31,500 new home sales. Perhaps just as remarkable as the robust new home sales market in Las Vegas is the fact that the continued growth in sales has come about despite the record levels of price appreciation in recent years. As of September 2004, the median price of a new detached home in the metro area reached $312,000, up nearly 50% from the year before.
(in Billions) $12.0 $10.0 $8.0 $6.0 $4.0 $2.0 $0.0 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 4.00 4.42 4.91 5.66
AVG + 18.04%

Assessed Value of Real Property
10.50 8.50 6.17 6.71 7.45 9.00

(in Billions) $35.0 $30.0 $25.0 $20.0 $15.0 $10.0 $5.0 $0.0

Estimated Property Values

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
Other Commercial Residential Total

A tightening supply of residential land for development is part of the reason for the upward pressure on new home prices. In fact, the developable land in the metro area‟s strongest housing market is becoming scarce. With virtually no standing inventory, and many projects featuring substantial waiting lists for new homes, over supply does not appear to be a concern for the market. Moreover, as land supplies tighten, developers are increasing density and building more condominiums as attractive alternatives. The rapid new home price appreciation has helped Las Vegas evolve from a market once dominated by entry level product, to one that offers substantially more move-up and luxury product. The economy in Las Vegas is one of the strongest in the nation (+5.2% in 2004) and job growth (+ 37,000 new jobs in 2004) will continue to fuel the demand for new housing in the coming year

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Investment Summary Low interest rates, relative affordability (particularly when compared to market such as Southern California) and a diverse array of new home product options will also help assure continuing strong sales. The move-up market (generally priced $250,000 to $400,000) will continue to offer some of the strongest opportunities in Las Vegas. Consider that an entry-level buyer who bought a home in Las Vegas just five years ago has experienced price appreciation of more than 100 % (and nearly 50% last year). Many of these buyers are using their strong equity gains to transition into newer, larger and more expensive homes. During the third quarter of 2004, nearly 80% of all new home sales in the Valley were priced above $200,000. The active adult market will continue to present a tremendous development opportunity in Las Vegas. With all that Las Vegas has to offer including a great climate, no state income tax, abundant services and amenities and a relatively affordable cost of living, the metropolitan area will continue to be one of the premier retirement destination spots in the country. The influence of new homebuyers from Southern California should remain very strong. While many of these are investment buyers, many others come seeking the relative affordability that Las Vegas has to offer. Consider that as of the third quarter 2004, the median price of a new detached home in the metro area was $312,000 compared with $695,350 in San Diego County and $1.2 million in Orange County. Accordingly, due to the resulting increase in demand, Las Vegas inventory levels of existing homes remains extremely low and waiting lists at many regional subdivisions remain long.

4.3

Condominium Market Analysis and Comparables

The condominium market in Las Vegas has continued to grow with a number of luxury high-rise projects under development and the recent trend toward converting apartment complexes into condominiums. Condominium sales through September 2004 have increased almost 90 percent from 2003. Several new high-rise and mid-rise condominium communities entered the Las Vegas market in late 2004 including Las Vegas Grand, Panorama Towers, and The Residences at MGM Grand. The first three quarters of 2004 has brought in a new host of proposed communities that vary in size, shape, location and lifestyle. These include Soho lofts, The Majestic, Mira Villa at Summerlin and a variety of developments that are still in the preliminary planning stages. These developments, along with Metropolis and well established Turnberry Place, have ushered in a new era of urban, luxury living to Las Vegas and help demonstrate the true evolution of the housing market there from one which, a decade ago, offered primarily entry level housing to one which, today, offers substantial opportunities for the wealthy retiree and second home buyer. Prices for Strip oriented condominium-housing ranges from above $300,000 to well over $1 million. Several developers are exploring more affordable options that cater to young singles and couples living as primary residents and working in Las Vegas. AmLand Development‟s Park Avenue (south of the Strip) has experienced great
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Investment Summary success catering to entry-level local singles and couples. Park Avenue recently sold out with price points ranging up to $495,000. While active, Park Avenue averaged a little over 23 sales per month since opening in August 2001. The Manhattan, by Gemstone Development, is being built adjacent to Park Avenue and will offer a comparable lifestyle with similar pricing. Another high-density project which opened in the third quarter is Loft 5. Loft 5 is a mid-rise development located approximately three miles south of the Strip on Las Vegas Boulevard and is priced from $415,900 to $719,000. In conclusion, the overall trends indicate that the real estate market in general, and the condominium market in particular, in the Strip area and in Las Vegas, suggest that an investment in the Meridian represents an outstanding opportunity to participate in a vibrantly strong and growth-oriented market.

5. The Investment
The Meridian Private Residences in Las Vegas represents an exciting condominium investment opportunity providing both potential increases in rental incomes, due to our having upgraded the unit finishes and inclusions, but more importantly, the continued appreciation of the property within the fastest growing city in the United States. In addition, as previously mentioned, The Meridian‟s location makes the project truly representative of prime real estate in the hub of the nation‟s leading tourism and convention center. The primary investment strategy is based on the strong history of Las Vegas market property appreciation. Again, 2004 demonstrated a 50% average appreciation in new homes values in Las Vegas, and the previous year, 2003, offered a very significant 37% appreciation. Although, past performance is no guarantee of future returns, the historical pattern clearly indicates a continuation of the economic fundamentals that are currently driving property values. Highlights for the investors include:  Investor-Focused Maintenance-Free Real Estate Investment Program The investor will be able to choose between two incentive options: 1. Upgraded package and rental guarantee program  Guaranteed rent for the first two years of ownership  No condominium fees for the first two years  No property taxes for the first two years. 2. Upgraded package plus:  3% towards pricing benefits  No condominium fees for the first two years  No property taxes for the first two years. At the end of two years the following options are available to the investor:

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Investment Summary  American Invsco can sell the unit for the investor through its brokerage company in which case the investor may find the 1031 Exchange Program to be tax-efficient. Please refer below to the section on „The 1031 Exchange Exit Option‟. American Invsco can continue to lease the unit on the investor‟s behalf for a management fee (usually a 10% per year fee). The investor may choose to occupy the unit or personally rent it out. The investor has complete control over all decisions relating to the unit, with no obligation to utilize management or other services provided by American Invsco or its affiliates.

  

The average gross yield during the "2 year rental guarantee" will be around 5.5% per annum (please refer to section 7.3 for a sample). After the “2-year rental guarantee program”, we estimate the yield to be over 3%. Considering the upgrade package and the ability to charge higher rents, that figure could be significantly higher. Also, it's important to remember that the typical” holding" period for such an 'appreciation driven' investment is typically 2 to 3 years. If that was the case, one could anticipate an over 5% yield overall.  Significant Market Value Growth Potential due to:  Several thousands of dollars in luxurious upgrades will be included in the purchase price for each unit (High-end flooring materials, new kitchen cabinets, new appliances, upgraded lighting and plumbing fixtures, and granite countertops in kitchens and bathrooms). Close proximity to the „Las Vegas Strip‟ and related gaming, tourism, and convention business, should positively influence property values in the area.



 Market Timing  Participation in a very strong national and local economy, booming tourism industry, along with a stable and growth-driven real estate market.

 Currency Gain  As the U.S. dollar remains historically weaker against many other currencies including the euro, now it is considerably less expensive to acquire dollar denominated assets. Should the U.S. dollar strengthen against such currencies as the euro, currency exchange gains could be realized upon the sale of the property, all this in addition to the rental cash stream and potential market appreciation.

 Strong Track Record of the Developer    40,000 condominiums. $4 billion in sales. Large market share.
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Investment Summary  Fabulous Amenities  A world-class luxury facility including swimming pools, Jacuzzis, squash and racquetball courts, tennis courts, gated underground parking, balconies or decks for all units. Walking distance to renowned restaurants, shopping, and entertainment.



 Availability of Mortgage Financing  Mortgage financing may be arranged for qualified applicants subject to certain loan limits, credit underwriting, and with purchaser equity participation of at least 30%. The Investment Process Step 1 - Reserve a unit with a $3,500 deposit

5.1 5.1.1

To reserve a unit, a $3,500 good faith deposit is required. Make payment by way of wire transfer through your bank or currency exchange to the title insurance company, First American Title Company of Nevada. Funds must be received by the title insurance company within 7 days of the date of reservation or purchase agreement. Your funds are held in a safe and secure third-party escrow account until the “closing” of the final transaction and conveyance of ownership has occurred. Wire instructions are as follows: Payable to: Bank: Account #: Routing #: Please reference the following: First American Title Company of Nevada 101- Main Office First American Bank and Trust, FSB Santa Ana, CA 92701 45973 122241255 Meridian Private Residences Customer Name: Unit #: Attention: Debbie McGraw ________________________ ________________________

Please note: all wires will be returned if the Unit Number and Customer Name are not included. If the money is not in the escrow account within 7 days, the reservation will be automatically cancelled. If such a problem does occur, please contact us immediately. If you need additional information concerning the wire transfer or escrow, please contact:

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Investment Summary  Debbie McGraw First American Title Company of Nevada 2490 Paseo Verde Parkway #100 Henderson, NV 89074 Tel +1 (702) 731-4131 Fax +1 (702) 399-3811 Step 2 – Complete the Reservation Form or Purchase Agreement

5.1.2

If you were informed of this investment opportunity by a real estate agency, the agency must fax to American Invsco‟s Contract Administrator, the following:     Cover letter from your Agent confirming the transaction including name of purchaser and unit number. Completed and signed reservation form or purchase agreement. Bank wire confirmation for the transfer of $3,500 to the title company. Courier receipt (Original contract to be sent by overnight courier).

Your Agent will fax one copy of each of the above and, send another set of copies along with the original signed reservation form to: American Invsco Contract Administration Attn: Fosca White 1212 North LaSalle Street, Suite 110 Chicago, IL 60610 Tel +1 (312) 595-4642 Fax +1 (312) 595-4682 American Invsco will return a copy of the counter-signed reservation form or purchase agreement to the investor. If you have any questions, please contact Fosca White at American Invsco‟s Contract Administration department. 5.1.3 Step 3 - Second Deposit: 10% of Purchase Price

A second deposit representing 10% of the purchase price, less the initial deposit of $3,500, is due in the escrow account of the title insurance company within 17 days from the date of the reservation or purchase agreement. 5.1.4 Step 4 – Third Deposit: Increases Total to 30% of Purchase Price

A third deposit of 20%( representing the balance of the 30% of the purchase price, less the deposit of 10%) is due in the escrow account of the title insurance company upon mortgage approval or within 30 days from the date of reservation or purchase agreement, whichever is earlier.

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Investment Summary 5.1.5 Step 5 - Closing

The “closing” (conveyance of ownership) date will be confirmed by American Invsco‟s contract administration department. The balance of monies due at closing will equal: Unit Purchase Price PLUS Closing Costs (including Mortgage Fees, if applicable, and Transaction Costs), LESS the total of 30% earnest money received. Investors may be asked to provide confirmation that they meet minimum financial or other qualifications required under the laws of certain jurisdictions. If an investor does not meet these qualifications, the deposit will be returned promptly. 5.2.1 Closing Costs

Closing costs will vary depending upon the purchase price of the property. A detailed itemization of charges and fees will be supplied. 5.2.2 Mortgage Financing

American Invsco is working with various lenders who offer investors the most appropriate financing package for their needs. They have considerable experience working with investors from Europe, Asia, and South America. They will issue “good faith estimates” to investors which will include the maximum mortgage amount and the estimated closing costs. The lenders for The Meridian are as follows:  Republic Mortgage LLC Attn: Margaret White 851 S. Rampart Blvd., Suite 150 Las Vegas, NV 89145 Mobile +1 (702) 285-3562 Fax +1 (702) 253-6251 United Financial Mortgage Corp. Attn: Brendan C. Bolger 815 Commercial Drive, Suite 100 Oak Brook, IL 60523 Tel +1 (630) 571-7222 Fax +1 (630) 571-2623 Mobile +1 (630) 816-2161 Mortgage Fees and Home Owners Insurance



5.2.3

Mortgage fees will vary slightly among lenders, who will supply their schedule of fees to you upon application. Investors will need to open a checking account in the U.S. to facilitate monthly mortgage payments and to pay for certain pre-paid items. This should also facilitate the receipt of the investor‟s monthly revenue checks should the investor choose the rental program.

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Investment Summary It is also recommended that you obtain a “Home Owners” comprehensive insurance policy for the protection of the interior elements of the unit as well as offering thirdparty liability coverage. American Invsco will offer referrals of available insurance carriers. 5.2.4 Legal Process

The conveyance process in the U.S. is done by a “title insurance company” that examines public records to ensure the seller is properly registered as the owner of the property. The title insurance company also insures the property against third-party title claims. 5.2.5 Tenant right of first refusal

If on the date of acceptance of the purchase agreement by seller, the unit is occupied by a tenant (other than purchaser) who was a tenant on the date of the notice of intent to convert the property was given, as required by the act and the code, then the agreement shall be subject to the statutory right of such tenant to purchase the unit on substantially the same terms and conditions set forth herein. If such tenant elects to purchase the unit, the reservation or purchase agreement shall become null and void and all funds paid or deposited by purchaser shall be forthwith returned to purchaser and neither party shall have any further liability, rights or obligations. The liability of seller shall be limited to the return of purchaser's deposit. 5.2.6 Taxation

In addition to obtaining a Tax Identification Number, foreign investors will need to consider the following primary U.S. taxes:     Federal Taxes Capital Gains Tax (please refer to the section on The 1031 Exchange Option). A capital gains tax is a tax upon the profits upon the sale of your property Withholding Tax (a portion of the rental income is withheld against future tax obligations) Gift and Estate (Inheritance) Tax.

Investors are advised to consult with their tax, accounting, financial, and legal advisors as necessary. For your convenience, we have attached a list of U.S. sources you may contact for assistance in these matters. Please refer to section 7.2 for information. 6. The 1031 Exchange Exit Option

Foreign investors who buy in the U.S. are subject to U.S. capital gains tax liability at both the federal and state levels on the sale of appreciated capital assets. Savvy real estate investors recognize the 1031 Exchange as an effective and simple means toward deferring tax liabilities incurred upon the future sale of U.S. real property. Section 1031 of the Internal Revenue Code allows up to 100% of the gains from the disposition of business or investment property to be deferred into new “like kind” replacement

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Investment Summary property. These deferred gains, as well as the gains from the new property, are not taxed as long as 1031 Exchange rules are followed. The overall U.S. capital gains tax rate is 15% for capital assets held for more than one year and is as high as 35% for capital assets held for less than a year. Applicable state taxes can increase the foregoing aggregate rates. By following the 1031 Exchange rules and income exchanging into a new U.S. rental real property at the end of a holding period, American Invsco property owners can legally defer payment of these taxes and free up capital for new products. Real Estate investors can therefore increase their overall returns by using 1031 Exchanges to roll from one U.S. rental real estate investment to the next. American Invsco‟s diverse range of high-performing products and proven expertise has made American Invsco a natural choice for those looking to execute a successful 1031 Exchange. American Invsco works with one of the most well-established and secure Qualified Intermediaries in the industry, literally guaranteeing that your 1031 exchange will be carried out with the highest possible degree of security and integrity. This unique investment tool gives the investor the ability to diversify, leverage and defer taxes. American Invsco Sales Consultants can help you locate an appropriate replacement property in which to reinvest with minimal due diligence required while the investment return is enhanced. Investors wishing to take advantage of the 1031 Exchange rules should be aware that the rules are technical and must be precisely followed to qualify for the tax benefits of deferring gain. It should also be noted that upon an ultimate disposition of U.S. rental real estate for cash or some other asset, the relevant basis used to determine gain is the basis of the initial U.S. rental real estate investment that was exchanged. As such, the like kind exchanges defer gain but do not wholly extinguish it. 7. 7.1 Attachments Legal Disclaimer

This Information Memorandum is not intended as an offer to sell or a solicitation of an offer to purchase the described properties in any jurisdiction in which such offer or solicitation may be prohibited by law. Investors should consult with their personal financial, legal and tax advisors before investing in the properties described in the enclosed Information Memorandum. As a courtesy, we have included the name of a U.S. accounting firm that can accommodate the international investor‟s financial and tax accounting needs. However, the investor may select to use any accounting firm of their choice as we have no affiliation with the accounting firm Ostrow, Reisin, Berk & Abrams Ltd.

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Investment Summary 7.2 7.2.1 U.S. Income Tax Considerations Irish Investors in the U.S.: Real Property Interests - Las Vegas, NV

As Irish citizens and residents consider the purchase of United States (US) real property located in the State of Nevada as an investment generating capital gains and rental income, they will have concerns about the US income tax system and their requirements under US tax law. The information presented here will help to identify those concerns. It will focus on the specific fact pattern of an individual (or a husband and wife) citizen and resident of Ireland purchasing rental property in the US. The issues presented here may not be relevant if your circumstances are different or if they change over time. Nonresident aliens of the US are only taxed on US source income. US source income includes net rental income from operations of US real property and any taxable gain from the sale of US real property. Net rental income from operations is calculated by netting gross rents collected with related rental expenses, such as property taxes imposed by the local jurisdiction, mortgage interest, condominium maintenance fees, management fees, and depreciation expense. US tax law permits the cost of residential real property to be depreciated over a period of 27.5 years. This net rental income is taxed at rates that presently range from 10 to 35 percent. For example, a rate of 10 percent would apply to the first $7,000 of net rental income. Net rental income in excess of $7,000, but less than $30,000 would be taxed at 15 percent. Thus, for a net rental income of $30,000, the US income tax cost would be about $4,000. Married couples owning the property jointly will be required to file separate tax returns and each will report one half of the net rental income. Gain from the sale of US real property owned for at least one year is taxed at special capital gain rates that average about 15% regardless of the amount of the gain. Gain is calculated by netting the gross proceeds of the sale with any associated selling costs and reduced by the adjusted cost (original cost minus accumulated depreciation expense to the date of sale) of the property. A special provision of US tax law permits an owner to defer tax on the capital gain by exchanging the property for another property. In order to qualify for this deferral the “replacement” property must have a value higher than the value of the “relinquished” property. There are additional technical requirements. While the previous discussion relates to tax obligations imposed by the US federal government, Irish investors should be aware that most of the 50 states impose their own local tax obligations. As the State of Nevada is able to derive income from the gaming industry, the state constitution prohibits any income tax. Thus, Nevada has no income tax obligation related to the ownership and rental of condominium units. Residents of Ireland can avail themselves of provisions of the Ireland United States Income Tax Treaty. That treaty provides relief from double taxation by permitting a resident of Ireland to claim a credit against Irish income tax for any income tax paid to

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Investment Summary the United States. This claim of credit is subject to the specific provisions of the tax laws of Ireland. 7.3 Contact List

 Title Company First American Title Company of Nevada Attn: Debbie McGraw 2490 Paseo Verde Parkway #100 Henderson, NV 89074 Tel +1 (702) 731-4131 Fax +1 (702) 399-3811  Lenders Republic Mortgage LLC Attn: Margaret White 851 S. Rampart Blvd., Suite 150 Las Vegas, NV 89145 Mobile +1 (702) 285-3562 Fax +1 (702) 253-6251 United Financial Mortgage Corp. Attn: Brendan C. Bolger 815 Commercial Drive, Suite 100 Oak Brook, IL 60523 Tel +1 (630) 571-7222 Fax +1 (630) 571-2623 Mobile +1 (630) 816-2161  Certified Public Accountant Ostrow, Reisin, Berk & Abrams. Ltd. Attn: Gerald J. Santaniello, C.P.A. Certified Public Accountants NBC Tower – Suite 2600 455 North Cityfront Plaza Drive Chicago, IL 60611-5555 Tel +1 (312) 670-7444 Fax +1 (312) 670-8301 Email jsantaniello@orba.com  AI Contract Administration Fosca White Director of Contract Administration Tel +1 (312) 595-4642 Fax +1 (312) 595-4682

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Investment Summary Mobile Email + 1 (303) 915-8548 fwhite@americaninvsco.net

 AI International Team Stefano Farsura President, AI International Tel + 1 (312) 595-4700 Fax + 1 (312) 621-4165 Email farsura@americaninvsco.net Jackson Peterson Director, National/International Marketing Tel + 1 (312) 431-8311 Fax + 1 (312) 431-1125 Mobile + 1 (847) 650-7108 Email ejackpete@americaninvsco.net Steve Halvorsen Director, International Operations Tel + 1 (312) 431-8311 Fax + 1 (312) 431-1125 Mobile + 1 (312) 342-5741 Email shalvorsen@americaninvsco.net Nicole Pavisic European Sales Manager Tel + 1 (312) 431-8311 Fax + 1 (312) 431-1125 Mobile + 1 (630) 362-3416 Email npavisic@americaninvsco.net

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Investment Summary 7.4 Incentive Option Example

1) Elite Finish Package and 2 Yr. Rental Guarantee Example: Unit #2-131 Purchase Price Monthly Rental Guarrantee 2 Yr. Rental Guarrantee 2 Yr. Assessment 2 Yr. Taxes Total Assess/Tax Net Price: Annual Gross Yield 2) Elite Finish Package + 2 Year Assessments/2 Year Taxes + 3% Allowance Example: Unit #2-131 Purchase Price 3% Allowance Purchase Price 2 Yr. Assessment 2 Yr. Taxes Total Assess/Tax Total Incentive Net Price $ $ $ $ $ $ $ $ 306,200 (9,186) 297,014 4,023 7,405 11,428 20,614 285,586 $ $ $ $ $ $ $ 306,200 1,422 34,122 4,023 7,405 11,428 260,650 5.57%

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