The California Distressed Land Assets Fund Ltd A Timely & Compelling Investment Opportunity April 2010
Executive Summary CDLAF will take advantage of unprecedented opportunities in buying Distressed US Non-Performing Real Property and First Charge Mortgages at discounted valuations of up to 50%. The Fund’s Sponsor and the Managers individually bring 25+ years experience of real property management in the U.S. totaling more than $7bn of successful projects in over 300 past partnerships. CDLAF gains access to this long term strategic network of local managers who provide access to distressed assets using superior knowledge and local execution capabilities. The Fund will invest the majority of capital in 2010-2012 through acquisitions that concentrate on core gateway cities with the strongest prospects for recovery with properties that require value-added strategies. Acquisitions are screened in order to meet the Fund’s objectives of short term holding periods, known clean exits, which still meet the objectives of the fund through strategies focused on downside protection yet offering substantial upside opportunity. Full transparency on all assets with third-party administrators, auditors and external fund controls to inform and protect the investor’s interests. The Fund seeks USD155 million of committed capital to be funded in split tax years with initial closing on June 30, 2010. Minimum subscription USD 2 million. 2
Mortgage pools via the FDIC structured loan programme
REO via local managers, loan service advisors and local/community banks
Short term refurbishment/resale properties via local managers and local/community banks
Mortgage pools are a mixture of various failed banks’ assets Investment Committee of 5 senior industry leaders, each with 25+ years of industry experience Investment Committee reviews all potential asset purchases and decides on what assets are bought Segregation of assets between LLC’s according to portfolio managers area of expertise 3
Predetermine during the bid process the best method to exit from each loan type
Price all foreclosed properties owned by financial institutions in bulk at roughly 20%-25% of the original loan balance and sell on to specialist funds
Based on the assumption that 10% unemployment will result in 20% of the loans not being able to qualify for modifications they will therefore need to be sold at roughly 25%-35% of the loan balance to specialist funds
Risk offset as mortgage owners are subsidised by the Govt to prevent foreclosure
Sell re-performing loans back to FNMA/FHA/GNMA at approximately 75 – 80% of original loan balance via the “Making It Affordable” Obama programme, having been purchased at 50 -60% of original loan balance Exit planned within 18 – 24 months 5
REO – Residential Apartments/Housing Selection Criteria Locations of assets well known and reviewed by Investment Committee Choose gateway cities with lower unemployment and good job formation patterns Demonstrates clear ability to deliver value to end consumer in either rental rates or sale price Due Diligence on REO Selection of substantially completed assets with no major impairments which would prevent accomplishing the business plan Acquisition substantially below replacement costs Affordable end of the market allowing for majority of average incomes to qualify to rent or purchase Exit Plan Value added elements such as refurbishments are well within the team’s skill-set, and achievable within a short time frame Clear justification required for assets held beyond 24 months Clean and supportable exit reflective of the Fund’s yield objectives via rental or sale 6
Short Term Refurbishment/resale Programme Selection Criteria Focus on limited geographical area in job based central core markets with significant population within a 5 mile radius with limited housing inventories of less than 6 months supply. Acquisitions must be roughly 25% lower than normal market level unless some form of leverage is available. Buying newer homes in the affordable range requiring very little in repairs with average budgets of under 5k for market ready housing. Focus on pricing in the affordable range only. Exit Plan Work with local operators who have proven track records and previously demonstrated the ability to quickly turn around the inventory efficiently for resale Ensure operators have equity invested which is subordinated to Funds capital return and a large hurdle rate Minimum capacity of 50 homes a year to move forward with local operators Exit from asset planned within 12 – 18 months Complete transparency with all funds moving through escrow or fund control 7
Why U.S. Real Estate? 8 US real estate values have fallen more than 35% from peak values. Strong market impetus created where jobs and home prices have the best affordability since 1981. The US has seen a greater alignment of income levels and house prices than most developed markets. http://www.housingwire.com/2010/03/09/economists-find-us-house-prices-are-undervalued-globally/ Recent trends are highly correlated to the best affordability in 20 years.http://www.nuwireinvestor.com/articles/home-affordability-increases-to-near-record-level-54754.aspx US home foreclosures are forecast to taper off strongly by the 2nd Qtr of 2011, exhibited in the Rate Resets chart. Sales of new and existing homes, now at more than twice the level of foreclosures, have been accelerating over the past six months. With inventories falling by half, markets are now exhibiting price stability as the forces of supply and demand start to balance in many cities. The government is active in strongly supporting the housing market through purchase schemes and relaxed rules supporting homeownership. http://blogs.wsj.com/developments/2010/01/14/ubss-10-predictions-for-housing-in-2010/tab/article/ 8
Local Managers and Joint Venture Partners David Michelson
25 years experience in developing and managing residential projects with his Joint Venture Partners & LLC.
David Michelson organized the European Fund and is the Sponsor of CDLAF.
Michelson Family Partners Inc, will be the Advisor to the Three Arch Investment Corp I and its sister companies, the Delaware corporations holding the Fund’s assets.
Mr Michelson will be a member of the Investment Committee.
Local Managers and Joint Venture Partners Spring Asset Management, LLC - Eugene, Oregon. Manager of Three Arch Investment Corp I
Private investment office with over 30 years of developing and managing over $ 2bn real estate.
Investments comprised of more than 5,000 residential lots/houses, 1,500 hotels rooms and
1,500,000 square feet of commercial projects.
Spring Asset Management, LLC’s (SAM) affiliates currently own and manage over $500 million
of real property assets.
Over the past decade, SCG has achieved average annual *ROI over 20% on its project portfolios with some exceeding 100%.
Capital Commitment All portfolio managers are required to invest a minimum of 10% of all required equity
Role within Fund
SAM will both be a portfolio manager as well as a direct manager of REO assets.
SAM shall also serve as the management office for Three Arch Investment Corp 1 and will be responsible for tax reporting, compliance and all investor reporting. SAM will provide two members to the investment committee and be a portfolio manager.
Local Managers and Joint Venture Partners Strand Corporation - Vancouver, B.C - Associate Office in California
Active in real estate organization since 1976.
Their past portfolios have a combined value of over USD 4 billion, the key segments of which are developing, acquiring and managing more than 13,540 multifamily units, 1,448,000 sq feet of office buildings and providing more than USD 3 billion of equity financing.
Strand Corporation will be an active co-investment partner and will bring a significant benefit to the fund with their past strategic alliances with financially motivated local operating partners that provide high-margin opportunities.
Strand Corporation will provide two members to the investment committee.
How The Investment Works A series of 3 baskets holding different assets which are designed to be deployed at various points throughout the changing real estate cycle. Basket A shall hold the short term cash. Basket B shall start out as a primary acquisition in 2010, with Basket C quickly becoming the primarily asset type, once the cycle moves from distressed to stability and recovery. Investment opportunities are presented to the investment committee by local managers, which are reviewed by senior managers of Spring Asset Management and Strand Corporation. This ensures that seasoned successful real estate and investment professionals review all opportunities. Each real property investment requires a minimum of 10% in aggregate equity, from non CDLAF sources thus having “skin in the game”. Full transparency, with third party administration and independent audit controls and third party fund controls, which allows the Fund to meet institutional standards in supervisory and regulatory controls through its infrastructure with regard to investment strategy, risk management and client services. Upon the sale of major assets, funds remaining after reserves are disbursed back to the investors, in a tax efficient manner. Alignment of interest, between sponsor and managers who need to meet minimum hurdles of 8% but have additional rewards when they individually achieve 25% returns or greater for the Delaware Corporation. 12
Portfolio Composition 13 Investments allocated across 3 baskets Basket A Short term cash management Basket C Foreclosed real property assets (REO) and equity loans to local operators Basket B Highly discounted non-performing mortgages and pools of toxic assets from the failed banks The above performance is based on an investment of USD 2,000,000 and assumes a return pre US-Tax, and is using a combination of non-leverage and leverage in the assumptions.
Projected Returns 14 The above performance is based on an investment of USD 2,000,000. The gross figure assumes a return pre US Tax, and is using a combination of non-leverage and leverage in the assumptions. The net return is based on current tax law which may change over the life of the fund.
CDLAF Master Feeder Structure 15 For Illustrative Purposes Only
Initial closing: June 30th 2010 requiring USD 25 million or when fund fully subscribed.
Initial liquidity event after 18 months ( Basket B) after acquisition.
Distribution of cash flow income (net of management fees and reserves) every 6 months to investors via the Jersey fund provided the amount exceeds USD 1 million.
No requirement for re-investment ; re-investment will not be charged new establishment fees.
Subscriptions require 40% at time of commitment, subject to a minimum of USD 1 million.
For investors with an income tax treaty between their country of residence and the United States, the Sponsor may create an alternative investment structure to invest on a side by side basis with the Jersey company. For example, if it is more tax efficient to do so, companies resident in Canada, the United Kingdom or Germany may invest in the Fund through the voting shares and debt securities of a single Delaware corporation, which in turn may invest in every LLC holding one of the Fund’s portfolios.
* Subscriptions open to non-US investors only for the Jersey Fund.
Conclusion Focused micro-oriented real estate fund utilising experienced local managers to take advantage of the opportunities in the distressed US real properties market. Buys first charge residential mortgages and foreclosed properties which need to be liquidated by the failed banks resulting in motivated sellers and thus risk-adjusted acquisitions. Skillful managers who will seek to repeat their prior success of over 25 years by acquiring distressed real property assets, as well as capital for managers who have opportunities in their local markets. Alignment of interest given managers and sponsors high hurdle rate, co-investments and third party controls and supervisions. Open access via web to investment committee meetings. Full access to all financial obligations and accounting. Clear trends that suggest lower inventories despite foreclosures and accelerating demand as a result of economic stability. Strong governmental support and long term programme intended to make homeownership compelling. Distribution of all revenues, net of reserves back to the investors with the first liquidity event within 18 months after acquisition. Investors may reinvest these funds back to CDLAF, net of establishment fees. Targeting high teen to mid twenty returns, prior to US taxes using a tax efficient structure built for EU Corporations, Pension Plans, Insurance Company and high net worth individuals. Cut off for new investments on December 31, 2013. Winding up objective of 6 years, unless extended by approval of the shareholders. 18