Equity Offering

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					                       HIGHLAND
                       FINANCIAL CAPITAL GROUP
                      Asset Management � Equity Placement � Private Financing



                                   Equity Offering




Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
                                        Executive Summary
                                                         HIGHLAND Financial Capital Group
                                                         (HFCG), established in 2002, is a real
                                                         estate investment firm utilizing private
                                                         investment strategies to secure comercial
                                                         and residential real estate. HFCG cur-
                                                         rently serves more than 100 investors,
                                                         has invested over $45 million in com-
                                                         mercial real estate, and has managed
                                                         over 250 thousand square feet of space
                                                         in over 160 properties within the metro
                                                         Atlanta area. Sabi Varon founded the
           company based on a disciplined real estate investment philosophy which has been
           the guiding compass of the company’s core attributes for more than 25 years.
           Today, HFCG offers a variety of real estate investment products which diversify and
           enrich investors’ portfolios.


           The company’s primary objective is a two-part approach that focuses on creating
           enhanced assets, values, and cash flows, and ensures long-term appreciation of its
           investors’ base.


           HFCG solicits and acquires capital from private investors and uses that capital along
           with structured and favorable financing to secure undervalued commercial real estate
           assets. HFCG also uses the investments to issue documentation affirming the terms
           of the investment transaction which leads to a favorable return on investment for
           the investors.


           The current market fluctua-
           tions create unique opportu-
           nities to take advantage of
           under-valued assets. Regard-
           less of any market instability,
           history has shown that real
           estate values ultimately re-
           bound. However, individual
           investors, with only their own
           funds to work with, are
           limited in the impact in
           which they can take advantage. Along with this, an investment in a large public REIT
           leaves an investor feeling little connection to the investment. Therefore, HFCG offers
           the best of bothworlds:
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Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
Through combining all investment capital, funds are collectively disbursed for development,
purchases, and re-development projects. These porperties and projects will all be identified as
having strong upside potential, and will be seen as too small for large REITs and Hedge funds;
or too large for an individual investor.


For this purpose, HFCG has established a $20,000,000 Real Estate Fund through private invest-
ment capital to acquire and help finance current real estate ventures. This fund will be utilized as
the foundation to a greater future access of capital.

   Guarantors have a choice of two diverse types of investment opportunity:

      • The first opportunity is offered exclusively to accredited investors. This opportunity
        offers private equity participation secured by a property lien. A projected IRR is
        estimated at 20%.

      • The second opportunity is offered exclusively to Georgia residents. This opportunity
        offers promissory notes with an interest rate of 11% and is supported by a collection
        of assets which will reduce the risk factor of poor performance of a single individual
        property.




                                                                 -3-
   Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
      Unique Value Proposition:
      As market fluctuations are taking over, new trends are forming. One of which is the growing
      demand for small commercial condominium ownership. This business model is a testimonial to
      the immensely successful real estate concept known as the Business Condominium. It presents
      a unique opportunity for small business operators who are accustomed to high rents, inflexible
      lease terms and lack of affordable ownership opportunity. Instead of paying rent, the new
      model offers business owners a professional affordable, simple option. . . retail and office
      condominium ownership.
      The growing demand for small commercial ownership stems from the following issues:
      1. Price point for a self-standing building usually exceeds the buying power of a small
         business owner.
      2. In light of the recent economy changes many businesses feel the need to own and retain
         equity.
      3. Many unemployed people will resort to starting a new business and will prefer an
         ownership concept.
      4. The unique lease/purchase structure gravitates potential buyers towards purchase.
      5. SBA financing is widely available.

      Business Model

      We, HFCG, wish to acquire commercial real estate which will fit the description and need for
      a small business owner/operator, and which can be easily modified to accommodate their
      business condo needs. Once acquired, HFCG will apply its sales and finance management
      team to reposition the asset for the individual sale of the various units. HFCG is planning to
      stabilize the asset by applying long-term lease/purchase agreements to those units, which are
      not an immediate cash purchase. In essence, while our first intuition is to sell, we would con-
      tinue our marketing efforts to the rental community while we leverage on the sector of clientele
      who desire to purchase their unit. This win-win marketing combination will ensure a high
      degree of occupancy. Property acquisition prices shall not exceed a 75% LTV of today’s market
      values and will demonstrate a minimum 9.5% cap rate as a rental property value.

      Exit

      HFCG’s exit strategy varies among its different investment programs through a refinance and/
      or a sale of the property. In all cases, HFCG’s primary focus is to meet its investors’ objectives
      of preserving, protecting and returning invested capital.

      About The Operator

      1. HFCG presents a one-stop-shop for sales, finance and tenant improvements
      2. Strong Operator – Sabi Varon is the lead operator of HFCG with nearly 30 years of
         experience in every possible facet of real estate.
      3. Strong team – consisting of in-house capital raising, legal, financial, sales, construction and
         real estate management services.
      4. Strong track record – multiple properties currently owned and managed.
      5. Creditability – backed by performance, experience, and transparency.
                                                                -4-
Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
Investment Criteria

The HFCG acquisition strategy is to acquire 3 to 5 projects each year in areas in which we are familiar.

HFCG will pursue –

       • Retail Centers with a value added upside through repositioning and/or redevelopment,

       • Commercial Condominiums situated at the base of a mixed-use project,

       • Office Buildings with ample parking and catering to Dentist, Physicians, Attorneys,
         Accountants and other “Professionals”, and

       • Undeveloped Land allowing for retail, commercial condominiums and/or live/
         work development.

Geographic Focus

Metro Atlanta consists of: Upscale, inner-city community environments and areas of growing trends.

Property Focus:

       Retail Centers and Commercial Condominiums (Retail and/or Office)
       Triple Net (NNN)
       Ground Floor level of Mixed Use Properties - Residential/Office and Retail
       Pre-construction and Existing
       Grade B & C and new construction
       No limitation on size
       Need of upgrading and/or redevelopment
       Ample parking
       Undeveloped land zoned for commercial use
       Free of hazardous material clean up
       Demolition of existing structure is OK

Project Submission Criteria                                         Funding Structure Preferred:

Submissions should include (if available):                          Investment injection of a minimum $25,000 for each
    Asking price                                                    Promissory Note.
    Physical description
    Site plan/survey                                                This offering is limited to a maximum of $1 million
    Photographs/maps                                                per Investor.
    Demographics
    Traffic count                                                   Private lenders may infuse a capital injection “loan”
    Environmental studies                                           to the company in return for compensation of interest
    Rent roll                                                       payment in addition to the return of initial principal.



                                                                  -5-
    Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
                        Equity Investment Parameters
          HIGHLAND Financial Capital Fund, LLC (HFCF) is a series of private equity funds, focused
          on providing a real estate developer with a reliable source of capital to complete designated
          real estate projects. The Fund’s objective is to align its investment strategy and investment
          timeframe with the developer whose goal is to build value and generate above than average
          return to its investors base.

          The following is an outline of HFCF general investment parameters.

               Property Type:                            The Fund is focused on mixed-use retail projects. Other
                                                         property types (including for-sale Office and Multi Family
                                                         projects) will be considered on a select basis.
               Property Description:                     The Fund is seeking to invest in value creation
                                                         opportunities through the development of new assets or
                                                         the re-positioning/re-development of existing assets.
               Developer Partners:                       Real estate professionals with strong local market
                                                         knowledge, development/re-development expertise, and
                                                         proven track records.
               Project Locations:                        The Fund will focus its initial acquisitions in the Metro
                                                         Atlanta area, but will consider any geographic location
                                                         within the continental United States.
               Individual Investment:                    $50,000 to $1,000,000. Larger and smaller investments
                                                         will be considered on a select basis.
               Fund Investment:                          The Fund will provide up to 90% of the required equity
                                                         and the Developer Partner will be required to contribute a
                                                         minimum of 10%.
               Investment Period:                        12-18 months. The Fund’s objective is to refinance the
                                                         Project upon stabilization in order to return all of the
                                                         invested capital with an eventual exit through the sale or
                                                         refinance of the asset at the conclusion of the first
                                                         refinance period.
               Ownership/Management:                     The Fund and Developer Partner will form a new single
                                                         purpose entity. The Developer Partner will be the
                                                         managing member/general partner and will be
                                                         responsible for the day-to-day operations. The fund
                                                         accounting will be managed by the company’s
                                                         designated CPA and will provide monthly accounting
                                                         and progress reports. The Fund will be comprised of the
                                                         member/limited partners, who will have approval rights
                                                         with respect to major decisions.


                                                                -6-
Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
   Ownership/Mngmnt (con’t):                 The Developer Partner shall be responsible for providing any
                                             guaranties required to secure construction and/or permanent
                                             financing for the Project. Individual(s) and/or an entity acceptable
                                             to the Fund shall provide the Fund with a guaranty of completion,
                                             guaranty of cost overruns, and a guaranty for standard non-recourse
                                             “carve-out” events.
   Distributions:                            Preferred Return: The Fund and the Developer Partner shall receive
                                             a pro rata preferred return of 20% from operating cash flow or,
                                             if cash flow is insufficient, the preferred return shall accrue on a
                                             non-compounding basis.
                                             Excess Cash Flow: After payment of the Preferred Return, excess cash
                                             flow shall be distributed so the Developer Partner receives a
                                             promoted interest in the distribution.
                                             Sale and/or Refinance Proceeds: After payment of the preferred
                                             return and the return of all original invested capital, sale and/or
                                             refinance proceeds shall be distributed pro-rata so the Developer
                                             Partner receives a promoted interest in the distribution.
   Target Return Parameters:                 Through the Distribution of cash flow and refinance proceeds as
                                             defined above, the Fund is seeking to achieve the following:
                                             1) Excess proceeds at the time the asset is re-financed shall be
                                             adequate to pay all accrued and unpaid Preferred Return and to
                                             return at least 60% of the original invested equity.
                                             2) After the asset is re-financed the Fund’s share of the project’s cash
                                             flow shall initially provide a cash on cash return of at least 19% on
                                             the Fund’s residual equity.
   Origination Fee:                          HIGHLAND Financial Capital Group, LLC will earn an Origination
                                             Fee of three percent (3%) of the Fund Investment. The Origination Fee
                                             will be capitalized into the project budget and paid at closing.
   Transaction Expenses:                     The expenses relating to the appraisal, feasibility study, travel, legal,
                                             reviews of third party reports, plans and specifications and project
                                             documentation shall be capitalized into the project budget and paid
                                             at closing.



Note: The above is an example to a typical investment. The terms of each prospective investment will
vary based on the nature of each transaction.




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    Highland Financial • 1155 Hammond Drive • Building D, Suite 4060 • Atlanta, GA 30328 • 770.730.1707 • www.highlandfinancialgrp.com
Contact at Highland Financial Capital Group, LLC.


        Sabi Varon
        Phone: 770-730-1707
        Mobile: 404-886-0555
        Fax:    770-730-1708
        Email: sabivaron@highlandfinancialgrp.com

        Closing Offices
        5825 Glenridge Drive
        Building 2, Suite 207
        Atlanta, GA 30328
        Phone: 404-477-1156
        Fax:     404-477-1157

        Wiring Instructions
        Sun Trust Bank
        5898 Roswell Road
        Atlanta, GA 30328
        ABA 061000104
        c/o HIGHLAND Financial Capital Group, LLC.
        Account # 1000017067751

        Cashier’s Check Payable:
        Highland Financial Capital Group, LLC.




   HIGHLAND
   FINANCIAL CAPITAL GROUP
  Asset Management � Equity Placement � Private Financing

				
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