american ranchlands capital llc investor deck

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FIRM OVERVIEW July 2015 CONFIDENTIAL Earn ~15%+ returns with regular cash flow and liquidity collateralized against bridge loans on the best performing real estate asset class with a portfolio LTV not to exceed 55 % Wes McCrimmon 312-848-9842 [email protected]

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Page 1: American Ranchlands Capital LLC Investor Deck

FIRM OVERVIEW – July 2015 CONFIDENTIAL

Earn ~15%+ returns with regular cash flow and liquidity collateralized

against bridge loans on the best performing real estate asset class with a portfolio LTV not to exceed 55 %

Wes McCrimmon

312-848-9842 [email protected]

Page 2: American Ranchlands Capital LLC Investor Deck

American Ranchland's Opportunity and Advantage

Confidential

• Disruption in the debt marketplace for farms and ranches – currently, traditional lenders are tightening their lending guidelines for lending to farms and ranches due to a reduction in commodity prices and the association between land values and commodity prices.

• First mover – We are amongst the first to evolve our approach to financing the farmlands and ranchlands markets for a changing and growing borrower/owner and from an advance sale and bridge to permanent financing perspective. • Residential and commercial lenders have evolved to meet the evolving borrowers. • Comparable financing structures to advance sale exist in high end auctions for

collectables and luxury goods.

• Team has extensive farmlands and ranchlands lending experience, including loan sales to the secondary market with existing portfolio of assets. We have been doing this since 2006. Team is comprised of ranchlands and farmlands owners and experts, as well as structured finance experts. We have the ability to manage the property in addition to financing it.

• Proprietary deal flow comes from relationships with regional associates, affluent owners, farm and ranch networks, real estate brokers, estate planners and traditional lenders.

• Current pipeline $40+ million within 300 miles of office in Bozeman, Montana. Additional interest obtained from WY, ID, UT, SD, ND, IN, WI & CO. Target originations – Year 1 - $70 million, Year 2 - $200 million total, Year 3.5 - $500 million total

Page 3: American Ranchlands Capital LLC Investor Deck

Product Investment Profile

Confidential

Bridge Loans, Term Loans & Purchase Leaseback

Asset Profile US farmland, ranchland, and small balance commercial real estate

Borrower Profile Strong owners and sellers of farmland, ranchland, and commercial real estate

Products Senior lien term loans, bridge loans, and purchase leaseback structures

Use of Proceeds No restrictions

Strategies Situational bridge loans, confidential liquidity, advance sale, estate planning

Transaction Amount ~ $500k – $3M per financing

Term ~ 3 – 5 year transaction durations

Return Composition Cash interest (or principal & interest) paid monthly or quarterly

Amortization ~20 year and interest only

Interest Rates Charged 9 – 15% unlevered + 2 – 10% of upside if a purchase, leaseback, repurchase structure is used

Collateral Security First Lien / Deed in escrow at 40 – 55% LTV (portfolio average not to exceed 50% LTV)

Page 4: American Ranchlands Capital LLC Investor Deck

CURRENT ANNUAL

MARKET SIZE OF FARM

ASSETS

$2.9 TRILLION +

ADDRESSABLE MARKET*

$368 BILLION

Annual increase in

loan demand

~+6.5%

*Sources & Notes: • USDA – ERS Farm Income and Wealth

Statistics, November 2015 • Loan demand 2015 increase of 6.3%. Loan

demand data from Congressional Research Service U.S. Farm Income Outlook 2015, December 2015.

• Farmlands and ranchlands financing Includes real estate, equipment, cropss, operating

Term Farm / Ranch Financing – Large Market Opportunity

Confidential

• Annual farmlands and ranchlands financing 2015

• It is estimated loan demand will increase by ~6.5% per year over the coming years

• Farm Credit Systems - $460 Billion in assets • Farmer Mac - $446 Billion in assets • Insurance Companies - $900+ Billion in assets • Local / Regional Banks - $1+ Trillion in assets • USDA FSA - ~$50 billion

Opportunity: ~$2 trillion of ranch and farm real estate loans are in force today

Page 5: American Ranchlands Capital LLC Investor Deck

10 Year Delinquency Rate Comparison

Confidential

The farmlands and ranchlands delinquency rate is much lower than that of commercial real estate and residential real estate.

Source: Federal Reserve, Q3 2015

Page 6: American Ranchlands Capital LLC Investor Deck

Farm & Ranch Loan Demand vs. Traditional Available Funds

Confidential

The demand for farmlands and ranchlands loans is vastly exceeding the available funds from local and regional banks.

Source: Federal Reserve Bank of Kansas, 2015 Q3 Ag Credit Survey

Page 7: American Ranchlands Capital LLC Investor Deck

Why Borrow From American Ranchlands?

Confidential

Why borrow from us? • Complete confidentiality (unlike traditional lenders) • We will finance properties as they are listed for sale • Flexible use of funds (unlike traditional lenders) • Interest only positions available • Non-recourse positions available • Summarized underwriting • Faster funding • Bridge financing • We are experts in finding the most appropriate

structure for the client.

Currently, traditional farmlands and ranchlands lenders are pulling back from the marketplace due to a fall in commodity pricing. Traditional lenders also have

not evolved to meet the needs of many farm and ranch borrowers.

High Quality Property

Cash Flowing Property

Owner Liquidity Desire or Need

Advance Sale

Inability to refinance

Secure Entry Point

Creative Structure

Flexible Situations

Management Experts

Ideal Real Estate Profile

Page 8: American Ranchlands Capital LLC Investor Deck

Basic Underwriting Criteria

Confidential

Cash flowing farmlands and ranchlands are the most desirable collateral. Home or other structures may be financed along with land at a discounted LTV.

All loans will be underwritten using:

• Full appraisal from a licensed, certified appraiser • Real estate broker opinion of valuation • Home / building inspection (if applicable) • Title search / report • Survey / lease validation • Phase I environmental report • Credit report and score • Attestation of no contingent liabilities • Attestation of no judgments / lawsuits

Additional criteria for recourse evaluation:

• Current summarized balance sheet • Past year tax returns with K1s • Proof of liquidity

Portfolio Composition

50% Senor Lien

Term or Bridge Loans

To be

refinanced

50% Purchase

Asset

Leaseback to prior owner

Owner

repurchases

Page 9: American Ranchlands Capital LLC Investor Deck

Production Channels

Confidential

Banks & Insurance

Companies Insurance Companies Regional Banks Community Banks

Brokers Farm, Ranch, &

Commercial Real Estate Brokers

Farm, Ranch, & Commercial Mortgage

Brokers Private Equity Funds

Professionals & Estate Planners

Wealth Managers Accountants Attorneys

Regional Associates are positioned strategically in states to take advantage of the following production channels and network with local organizations and consumers.

Page 10: American Ranchlands Capital LLC Investor Deck

Lending Model / Loss Waterfall

Borrower Equity

American Ranchlands Capital JV

Senior Debt

Confidential

~50%

~50% CLTV

~40% LTV

• Value established with formal appraisal and multiple written broker opinions

• Senior Lien is place on property OR deed to property is held for additional security

We will leverage with Local &

National Banks whenever possible.

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Page 11: American Ranchlands Capital LLC Investor Deck

Preservation Capital Team

Confidential

John Hudson | President

Chris Bateson | Operations & Underwriting Jason Mittelstaedt | Strategic Marketing

Philip Land | Sales & Real Estate Advisor

John is a trusted structured finance and capital markets executive with experience at Merrill Lynch, Sun Microsystems, and Symbol Technologies. John founded Preservation Capital in 2006 and specializes in asset based specialty finance and capital markets advisory. John holds a B.S. in Economics, a B.S. in Finance, an M.S.M. in Finance from the Krannert School at Purdue University.

Chris has twenty years of experience in finance in accounting, banking, and in the technology sector. As a CPA, Chris worked at Deloitte and Touche as well as other regional firms. Chris was a commercial lender for a large commercial and agricultural bank and was the CFO of a high growth technology company. Chris holds a B.S. in Business Administration and Masters of Public Accountancy from Montana State University.

Jason is a successful marketing executive and was the CMO at RightNow Technologies. Jason has directed strategic marketing efforts at numerous technology companies and also invests in several prominent companies. Jason holds a B.S. from Northwest Nazarene University and is a graduate of Harvard Business School.

Philip Land is a successful business and agricultural investor, ranch broker, and landowner. Philip started his career as a dentist and grew his practice into a large network of dental offices. After selling his regional dental practice, Philip moved to Montana and began strategically placing investments in commercial and agricultural real estate and brokering ranchland. Philip is the founder and principal of The Land Brokers, a regional ranchlands brokerage firm.

Victoria Booth | Chief of Staff

Victoria has experience in communications, research, technical writing and project management in the nonprofit and finance sectors. She has managed teams in the founding of two profitable startup businesses. Victoria graduated summa cum laude from the University of Montana with a B.A. in History.

Todd Graham | Ranchlands Advisor Todd has over twenty years’ experience managing ranches for absentee owners and providing ranch management consulting on over four million acres of ranchlands across the West. His work focuses on improving land health and wildlife habitat while implementing financially sustainable enterprises. Todd holds a B.S. in Rangeland Science from the University of Wyoming and is the author of the Bullseye! Monitoring Protocol. www.ranchadvisory.com

Al W. Van Ness | Senior Advisor

Al is an experienced executive with experience in logistics, hospitality, and finance. Al was Chairman and CEO of Consolidated Delivery & Logistics, Inc. (CDL-AMEX) from the company's inception in 1995 to the sale of CDL in 2006. Al is also a founder of niche hotel company Club Quarters. Al attended Duke University and Northern State University, where he received his BA. He holds a Masters degree from South Dakota State University and continued his doctorate at Syracuse University.

Page 12: American Ranchlands Capital LLC Investor Deck

INVESTMENT OPPORTUNITY

Confidential

Page 13: American Ranchlands Capital LLC Investor Deck

Investment Summary – American Ranchlands Capital, LLC (DE) or related JV

Confidential

Unique opportunity to invest in a market disruption with an experienced team. Expected net return to investors: ~15%+ net annually (fully collateralized against hard assets at ~50% portfolio LTV ) Distributions: Will be made to the American Ranchlands Members and Manager as follows: 1. First, 100% to the American Ranchlands Members pro rata until each American Ranchlands Member has received a cumulative, but non-compounding annual return equal to 8%; 2. Second; 80% to the American Ranchlands Members pro rata until each American Ranchlands Member has received a cumulative, but non-compounding annual return equal to 15% and 20% to the Manager; and 3. Third, beyond a cumulative, but non-compounding annual return equal to 15%, 30% to the American Ranchlands Members pro rata and 70% to the Manager. For discussion purpose only

Page 14: American Ranchlands Capital LLC Investor Deck

Investment Summary – (Continued …)

Confidential

Unique opportunity to invest in a market disruption with an experienced team. Expected net return to investors: ~15%+ net annually (fully collateralized against hard assets at ~50% portfolio LTV ) Two Models Utilized: 1) MODEL 1: Senior Lien on Property

• We hold a senior lien position on the property

Investment Manager: Preservation Capital Ag, LLC or related JV Position of Interest: Senior Lien Management Fee: 1.25% Servicing Fee: 0.60% Interest rate: 9-14% unlevered Leveraged to increase return (Est. leveraged Int. cost 5%) Dividends: Paid semi-annually or reinvested to investor(s). Equity incentive: NA Overall Estimated ROI: 15%+ For discussion purpose only

Page 15: American Ranchlands Capital LLC Investor Deck

Investment Summary – (Continued …)

Confidential

Unique opportunity to invest in a market disruption with an experienced team. Expected net return to investors: ~15%+ net annually (fully collateralized against hard assets at ~50% portfolio LTV ) Two Models Utilized: 2) MODEL 2: Purchase, leaseback to counter party, counter party repurchases

• We hold the deed to avoid foreclosure risk and ease of leverage Investment Manager: Preservation Capital Ag, LLC or related JV Position of Interest: Ownership + Leaseback + Repurchase Agreement Management Fee: 1.25% Servicing Fee: 0.60% Implied interest rate: 9-14% unlevered Leveraged to increase return (Est. leveraged Int. cost 5%) Dividends: Paid semi-annually or reinvested to investor(s). Equity incentive: 2-10% of difference between purchase price and sale price. Overall Estimated ROI: 15%+ For discussion purpose only

Page 16: American Ranchlands Capital LLC Investor Deck

Legal Disclaimer

Confidential

THE FUND SECURITIES (“SECURITIES”) ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS. YOU SHOULD NOT PURCHASE ANY SECURITIES UNLESS YOU UNDERSTAND AND ARE ABLE TO BEAR THE LIQUIDITY AND MARKET RISKS ASSOCIATED WITH THE SECURITIES. AN INVESTMENT IN THE SECURITIES INVOLVES SUBSTANTIAL RISKS AND UNCERTAINTIES AND SHOULD BE CONSIDERED ONLY BY SOPHISTICATED INVESTORS WITH SUBSTANTIAL INVESTMENT EXPERIENCE WITH SIMILAR TYPES OF SECURITIES. Prospective investors should review the Private Placement Memorandum, including the description of risk factors contained therein, prior to making a decision to invest in the Securities. The Private Placement Memorandum will include more complete descriptions of the risks described below as well as additional important risks. Any decision to invest in the Securities described herein should be made after reviewing such Private Placement Memorandum, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the Securities. Securities Not Listed; No Market for Securities. The Fund's Securities are not traded on any securities exchange or other market. No market currently exists for Securities, and the Investment Adviser does not expect that one will develop. The Securities are, therefore, not readily marketable. Although the Investment Adviser expects to recommend to the Fund’s Board to repurchase Securities in accordance with the terms described herein, no assurances can be given that the Fund will do so. In addition, no assurance can be given that the Fund will offer to repurchase Securities quarterly or at any other interval. Consequently, Securities should only be acquired by investors able to commit their funds for an indefinite period of time. Liquidity Risks. The Fund is designed primarily for long-term investors and is not intended to be a trading vehicle. An investor should not invest in the Fund if the investor needs a liquid investment. No Operating History. The Fund is a newly organized entity with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Lack of Fund Management Experience. Although certain of its personnel have experience purchasing, structuring and managing investments for private investment vehicles, the Investment Adviser itself has no prior experience acting as investment adviser for any funds or other collective investment vehicles. Accordingly, no performance history is available for the Investment Adviser. Conflicts of Interest Risk. The Investment Adviser will experience conflicts of interest in connection with the management of the Fund, relating to: the allocation of the Investment Adviser's time and resources between the Fund and other investment activities; the allocation of investment opportunities by the Investment Adviser and its affiliates; compensation to the Investment Adviser; services that may be provided by the Investment Adviser and its affiliates to borrowers whose loans are included in the Loan Portfolios in which the Fund invests, including origination and loan servicing activities and placement agency services; investments by the Fund and other clients of the Investment Adviser; the formation of additional investment funds by the Investment Adviser; and differing recommendations given by the Investment Adviser to the Fund versus other clients. Credit Risk. The Fund's debt investments will be subject to the risk of non-payment of scheduled interest or principal by the borrowers with respect to such investments. Such non-payment would likely result in a reduction of income to the Fund and a reduction in the value of the debt investments experiencing non-payment. Leveraged Credit Risk. The Fund may use a high degree of leverage. The use of leverage is a speculative investment technique that increases the risk of loss to holders of the Securities. Liquidity Risk. The Fund may invest without limit in assets that, at the time of investment, are illiquid. Illiquid investments may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. The market price of illiquid investments is more volatile than that of more liquid investments, which may adversely affect the price that the Fund pays for or recovers upon the sale of such investments. Illiquid investments are also more difficult to value, especially in challenging markets. The Investment Adviser's judgment will play a key role in the valuation process. Legal and Regulatory Risks. Legal and regulatory changes could occur which may materially adversely affect the Fund. The regulation of the investment funds such as the Fund has undergone substantial change in recent years, and such changes will continue. Loan Prepayments May Affect the Ability of the Fund to Reinvest in Appropriate Assets. Loans are generally prepayable in whole or in part without penalty. There can be no assurance that when a loan is prepaid, suitable investments that satisfy the Fund’s investment criteria and restrictions will be available for the Fund to purchase. Any delay in reinvestment will reduce the amount of proceeds available for distribution by the Fund.

Page 17: American Ranchlands Capital LLC Investor Deck

Legal Disclaimer

Confidential

The information contained herein is confidential information regarding the Fund and the Investment Adviser. By accepting this information, the recipient agrees that it will use and it will cause its directors, partners, officers, employees, attorney(s), agents and representatives to use the information only to evaluate its potential interest in the securities described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited. Further, unless prohibited by local law, any use, review or acceptance of this information is subject to and manifests your agreement with the Investment Adviser to use such information only in accordance with the terms set forth above. The Investment Adviser caused this information to be delivered to you in reliance upon such agreement. These materials are being delivered only to (i) accredited investors (as defined in Regulation D under the Securities Act of 1933) in the United States and (ii) non-United States persons in offshore transactions who would be purchasing in reliance upon Regulation S of the Securities Act. These materials contain indicative terms only and describe, among other things, the Securities to be issued by a private investment fund. The Securities will not be recommended by any United States federal or state securities commission or any other regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offense. The information contained herein has been prepared solely for informational purposes and should not be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument. If any offer of securities is made, it shall be made pursuant to the final Private Placement Memorandum prepared by or on behalf of the Fund, which would contain information not contained herein and which shall supersede, amend and supplement this information in its entirety. Prospective investors are urged to request any additional information they may consider necessary or desirable in making an informed investment decision. Each prospective investor (and each investor’s representative, if any) is invited, prior to the consummation of a sale of any interest by the Fund to such investor to ask questions of, and receive answers from, the Investment Adviser regarding the offering and to obtain any additional information to the extent the Investment Adviser possesses the same or can acquire it without unreasonable effort or expense, in order to verify the accuracy of the information contained herein or otherwise. None of the Fund, the Investment Adviser, or any of their respective affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein shall be relied upon as a promise or representation, including, without limitation, as to past or future performance. The information includes estimates and projections and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such estimates or projections or that all assumptions relating to such estimates or projections have been considered or stated or that such projections will be realized. Opinions expressed are our current opinions as of the date appearing on this material only and only represent the views of the Investment Adviser, unless otherwise expressly noted. The Fund, the Investment Adviser, and their respective affiliates disclaim any and all liability relating to this information, including, without limitation, any express or implied representation or warranty for statements contained in and omissions from this information. None of the Fund, the Investment Adviser, or any of their respective affiliates expects to update or otherwise revise the information contained herein except by means of the Private Placement Memorandum relating to the Securities. HYPOTHETICAL ILLUSTRATIONS AND PRO FORMA INFORMATION

These materials contain statements that are not purely historical in nature but that are "forward-looking statements." These include, among other things, projections, forecasts, estimates of income or return, future performance targets, sample or pro forma portfolio structures or portfolio composition, scenario analysis, specific investment strategies and proposed or pro forma levels of diversification or sector investment. These forward-looking statements are based upon certain assumptions and involve significant elements of subjective judgment and analysis. Actual events are difficult to predict and are beyond the control of the Fund, the Investment Adviser, and their respective affiliates. Actual events may differ from those assumed. There can be no assurance that estimated returns or projections will be realized, that forward-looking statements will materialize or that actual returns or results will not be materially lower than those presented. All forward-looking statements included are based on information available on the date hereof, and none of the Fund, the Investment Adviser, or their respective affiliates assumes any duty to update any forward-looking statement. PRIOR INVESTMENT RESULTS

Any prior investment results or returns are presented for illustrative purposes only and are not indicative of the future returns on the securities and obligations of the Fund. Future returns are not guaranteed, and a loss of original capital may occur. Because of portfolio restrictions that apply to the Fund and differences in market conditions, the investments selected by Investment Adviser on behalf of the Fund may differ substantially from the investments made by Investment Adviser and its affiliates for their own account or on behalf of other pooled investment vehicles managed by it.