Case File
efta-efta01116021DOJ Data Set 9OtherSummary of RFI Investments
Date
Unknown
Source
DOJ Data Set 9
Reference
efta-efta01116021
Pages
16
Persons
0
Integrity
Extracted Text (OCR)
Text extracted via OCR from the original document. May contain errors from the scanning process.
Summary of RFI Investments
As of June 30, 2014
Asset/Location
(Note/REO)
San Francisco Apartment
Portfolio I 7
San halICISCO. CA IREOt
Acquisition
Date
Foreclosure
Date
2124/2011
NIA
Camellia Trace Apartments
3/24/2011
Jackson. TN (REM
N/A
Cherry Grove Apartments
Jackson. TN (REM
3/24/2011
NIA
Crystal Lake Apartments
10/11/2011
Pensacola. H. Now)
I I/17/2011
Westchase Ranch Apartments
Houston. TX (Note)
10/19/201 I
II/1/2011
Foxboro Apartments
10/19/2011
Itousion. TX (Note)
10/20/2011
The Park Apartments
Columbia. SC Mole)
Shasta Crossroads
Shopping Center
Retlibov. CA iNota
Carrington Place at
Wildewood Apartments
Columbia. SC (Nola)
.10/19/201
II/1/2011
J/10/7017
1/17/2012
4/22012
Acquisition
Price
(110%l
523.5
6/30/2014
C061 Basis
1100%)
6/30/2014
Fair Value'
(100%)
524.7
545.1
Cumulative
Fair Value
Adjustment
520.4
Cumulative
Fair Value
Adjustment
% Change
82.6%
Outstanding
Debt
(1009?)
514.2
RFI
Ownership
RFI's
6/30/2014
Cost Basis less
Outstanding
Debt
RFI's
Net Real Estate
Values
20%
Value'c
20%
52.1
$6.2
RFI's
Unrealized
Equity 5i
Increase
(Decrease)6
193.97E
I1.3
11.6
14.22
2.6
22.2%
7.8
1005+
3.8
6.4
67.8%
18.9
19.9
25.4
5.5
27.9%
13.1
100%
6.8
12.3
82.0%
7.7
7.9
13.1
5.2
65.8%
6.1
100%
1.8
7.0
286.7%
15.5
16.2
22.9
6.7
41.1%
11.4
100%
4.8
11.5
138.5%
6.5
6.4
9.3
2.9
45.2%
4.5
100%
1.9
4.8
148.3%
5.6
5.9
7.5
1.6
27.3%
4.0
100%
1.9
3.5
88.4%
7.4
8.0
I 1.3
3.3
41.2%
60%
2.5 3
4.4 2
79.8%
17.3
17.3
20.2
2.9
16.7%
12.5
100%
4.8
7.7
59.9%
4.
The general partner of RH determines the "Fair Value" of its assets on a quarterly basis in accordance with GAAP. GAAP reporting requires that investments in unconsolidated joint ventures include other
assets in addition to real estate in the Fair Value of the investments in such joint ventures. As used herein, however, Fair Value includes only the value of the real estate and excludes any value associated
with other assets. such as cash held at the investment entity level. The Fair Value of real estate assets is de:maned utilizing a number of methodologies which include. but are not limited to. discounted cash
flow analysis. capitalization of current or stabilized net operating income. and market sales comparables. Because considerable judgment is required in detemtining the estimates of value. amounts
ultimately realized from investments may vary significantly front the Fair Values presented.
S.
Represents Mrs interest in 6/30/2014 Fair Value less 6/30/2014 Outstanding Debt Amount ("Net Real Estate Fair Value").
6.
Compares RFFs Net Real Estate Fair Value to RFFs 6/30/2014 Cost Basis less Outstanding Debt.
7.
Excludes the allocated acquisition price of twelve assets in the Portfolio that have been liquidated.
8.
RF1's 6/30/2014 Cost Basis less Outstanding Debt and Net Real Estate Fair Value exclude preferred equity of $3.9 million.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
9
EFTA01116021
Summary of RFI Investments
As of June 30, 2014
Asset/Location
(Note/REOI
Acquisition
Date
Foreclosure
Date
Acquisition
Price
1100%)
6/30/2014
Cost Basis
1100%)
6/30/2014
Fair Value9
(100%)
Cumulative
Fair Value
Adjustment
Como lath C
Fair Value
Adjustment
Change
Outstanding
Debt
1004?}
RFI
Ownership
REC.
6/311/2914
Cost Basis less
Outstanding
Debt
RF1's
Net Real Estate
Fair Valueni
RF1's
Unrealized
Equity %
Increase
(Deere-aw)' I
Highlands at Alexander
Pointe Apartments
Charlotte. NC (Note)
2/28/2012
526.6
526.6
$31.2
54.6
17.2%
S18.6
100%
S8.0
$12.6
57.0%
manoi 2
Portofino Apartments
Pittsburg. CA (Note)
3/2/2012
4/13/2012
107/7017
N/A
4/24/2012
12 6
13.1
16.5
3.4
25.8%
9.0
100%
1011%
50%
25%
100%
90%
100%
4.1
7.5
81.5%
Hampton Inn & Suites
Woodbridge. VA (REO)
9.1
10.2
9.4
(0.8)
(7.6%)
6.5
3.7
2.9
(21.1%)
Meridian Village Shopping
Center
Bellingham. WA (REM
13 6
14.2
15.0
0.8
5.5%
9.6
2.3
2.7
16.8%
N/A
7/20/2012
Presidential Tower
Arlington. VA (Note)
48.2
63.8
59.4
(4.4)
(6.8%)
45.3
4.6
3.5
(23.5%)
7/20/2012
7/24/2012
Vanderbilt Lodge Apartments
Houston. 'EX (RE01
2.8
3.0
4.0
1.0
34.0%
2.0
1.0
2.0
103.2%
N/A
W29/2017
N/A
I0P6/7017
Fairfield Inn & Suites
Chantilly. VA (REO)
7.3
73
5.9
(1.8)
(23.1%)
4.7
2.7
1.1
(58.9%)
Somerset Apartments
Bowdon. TX IRCOi
10.9
11.4
12.7
1.3
11.6%
7.5
3.9
5.2
34.5%
N/A
Seville Commons Shopping
Center
Arlington. TX i Note)
11/30/2012
10.1
10.9
12.1
12
11.0%
6.7
100%
4.2
5.4
28.9%
12/42012
San Francisco Apartment
Portfolio II
San Francisco. CA tRBO)
12/19/2012
16.4
16.8
19.4
2.6
15.9%
11.4
50%
2.7
4.0
49.5%
N/A
9.
The general partner of RF1 determines the "Fair Value" of its assets on a quarterly basis in accordance with GM P. GAM" reporting requires that investments in unconsolidated joint ventures include other
assets in addition to real estate in the Fair Value of the investments in such joint ventures. As used herein, however, Fair Value includes only the whit of the real estate and excludes any value associated
with other assets. such as cash held at the investment entity level. The Fair Value of real estate assets is determined utilizing a number of methodologies which include. but are not limited to. discounted cash
flow analysis. capitalization of current or stabilized net operating income, and market sales comparables. Because considerable judgment is required in detemtining the estimates of value. amounts
ultimately realize., tfrom investments may vaty significantly front the Fair Values presented.
10. Represents RF1's interest in 6/30/2014 Fair Value less 6/30/2014 Outstanding Debt Amount ("Net Real Estate Fair Value").
Compares RF1's Net Real Estate Fair Value to RF1's 6/30/2014 Con Basis less Outstanding Debt.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
10
EFTA01116022
Summary of RFI Investments
As of June 30, 2014
RITs
RF1's
Acquisition
Cumulative
6/3012014
Unrealized
flats
Acquisition
6/30/2014
6/30/2014
Cumulative
Fair Value
Outstanding
Cost Basis less
RETs
Equity %
Asset/l.twation
Foreclosure
Price
Cost Basis
Fair Value"
Fair Value
Adjustment
Debt
RFI
Outstanding
Net Real Estate
Increase
(Note/REOI
Date
1100%)
1100%)
1100%)
Adjustment
% Change
1100%)
Ownership
Debt
Fair Value"
1Decrease)14
Audubon Park Apartments
12/31/2012
57.4
57.5
$10.6
$3.1
41.1%
55.4
100%
$2.1
55.2
147.1%
Arhogton.7X<Notei
1/15/2013
Cambridge Place Apartments
12/31/2012
4.9
9.5
3.7
63.1%
3.7
100%
2.1
5.8
171.6%
Houston. TX (Note)
1/15/2013
Hilltop Apartments
17/1117017
8.(1
8.4
11.0
2.6
30.7%
5.9
100%
2.5
5.1
101.9%
North Ittchl.uul Hills. TX (Note)
1/152013
Knollwood Apartments
12/31/2012
17.5
18.2
23.8
5.6
30.9%
13.2
100%
5.0
10.6
111.9%
tlatelwood. MO I Nt.lc I
I/15/2013
Rollingwood Apartments
12/31/2012
12.0
12.5
14.9
2.4
19.2%
8.8
100%
3.7
6.1
64.5%
Riciunond. VA 'Note)
1/112013
II North at White Oak
12/312012
Apartments
38.9
41.5
46.9
5.4
13.0%
29.2
100%
12.3
17.7
43.8%
I/11/2013
Rtclunond. VA (Note)
Parkway Medical Plaza
)1151201.3
Henderson. NV MO)
N/A
14.0
14.5
14.6
0.1
0.1%
10.3
87.51%
3.7
3.8
0.4%
Steadfast Mall Portfolio
I/16/2013
Everett and Federal Way. WA 134
100.2
133.9
139.3
5.4
4.0%
85.2
1037%
5.0
5.6
11.0%
WA
Patty)
Allan at the Lakes
2128/2013
Apartments
53.7
56.0
60.7
4.7
8.3%
41.0
95%
14.3
18.7
31.0%
4/5/2013
Las Vegas. NV (Note)
12
The general partner of RFI determines the "Fair Value" of its assets on a quarterly basis in accordance with GAM). GAAP reporting requires that investments in unconsolidated joint ventures include other
assets in addition to real estate in the Fair Value of the investments in such joint ventures. As used herein, however. Fair Value includes only the value of the real estate and excludes any value associated
with other assets. such as cash beide)? the investment entity level. The Fair Value of real estate assets is determined utilizing a number of methodologies which include. but are not limited to. discounted cash
flow analysis. capitalization of current or stabilized net operating income. and market sales comparables. Because considerable judgment is required in detemtining the estimates of value. amounts
ultimately realized from investments may vary significantly from the Fair Values presented.
13
Represents RF1's interest in 6/30/2014 Fair Value less 6/30/2014 Outstanding Debt Amount ("Net Real Estate Fair Value").
14
Compares RFFs Net Real Estate Fair Value to RFFs 6/30/2014 Cost Basis less Outstanding Debt.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
jI
EFTA01116023
Summary of RFI Investments
As of June 30, 2014
F I's
REt's
Acquisition
Cumulative
6/31)/21)14
Unrealized
Date
Acquisition
6/30/2014
6/30/2014
Cumulative
Fair Value
Outstanding
Cost Basic leas
RFD's
Equity %
Asset/Location
Foreclosure
Price
Coot Basic
li
Fair Value
Fair Value
Adjustment
Debt
NEI
Outstanding
Net Real Estate
Increase
(Note/RE:01
Date
1100%)
1100%1
1100%)
Adjustment
% Change
1100%1
Ownership
Debt
Fair Value16
(Decrease)"
Bridgeport Center
4/4/2013
Tampa. FL (3'' Parry,
NIA
523.5
$25.1
$25.6
$0.5
1.8%
$17.7
90%
$6.7
57.1
5.9%
PGA Plaza Shopping Center
7/212013
23.0
34.1)
35.1
1.1
3.3%
23.7
75%
7.7
8.6
10.9%
Palm Beach Gardens. FL (Note)
7/11/2013
Cedarbrook Apartments
8/1/2013
63
6.9
7.7
0.8
11.9%
4.0
100%
2.9
3.7
27.9%
Dallas. TX (Note)
8/1/2013
Park on Rosemeade
8/1/2013
Apartments
6.7
7.0
9.1
2.1
30.1%
4.1
100%
2.9
5.0
72.8%
8/1/2013
Dall.o. TX 'Note,
Shadow Creek Apartments
§0Mal
9.6
10.0
11.0
1.0
9.4%
5.8
100%
4.2
5.2
22.1%
North Itahl.md lb Ils. TX (Note)
8/112013
The Pinnacle Apartments
8/1/2013
5.8
6.1
7.1
1.0
16.4%
3.7
1C4)%
2.4
3.4
41.8%
IxwassIle. TX 'Note!
8/1/2013
Westwood Village
8/1)2013
Apartments
10.9
11.7
12.3
0.6
5.4%
7.0
100%
4.7
5.3
13.5%
bums. TX (Note)
8/1120B
Crystal Bay Apartments
8/1/2013
Welder. TX (Nide.
8/1/2013
11.2
12.4
13.0
0.6
4.6%
7.4
100%
5.0
5.6
11.3%
Savoy Manor Apartments
8/ 112013
5.4
6.1
7.3
1.2
19.8%
3.4
180%
2.7
3.9
45.0%
Houston. TX (Moan
8/1)2013
Southpoint Apartments
8/1/2013
Nuristan. TX (Note)
8/1120B
7.2
7.8
9.1
13
15.6%
5.2
100%
2.6
3.9
46.6%
15.
The general partner of RF1 determines the "Fair Value" of its assets on a quarterly basis in accordance with GAAR. CAM" reposing requires that investments in unconsolidated joint ventures include other
assets in addition to real estate in the Fair Value of the investments in such joint ventures. As used herein. however. Fair Value includes only the value of the real estate and excludes any value associated
with other assets. such as cash held at the investment entity level. The Fair Value of real estate assets is determined utilizing a number of methodologies which include. but are not limited to. discounted cash
flow analysis. capitalization of current or stabilized net operating income. and market sales comparables. Because considerable judgment is required in determining the estimates of value. amounts
ultimately realized from investments may vary significantly from the Fair Values presented.
16. Represents RFD's interest in 6/30/2014 Fair Value less 6/30/2014 Outstanding Debt Amount ("Net Real Estate Fair Value").
17. Compares RFD's Net Real Estate Fair Value to RFD's 6/30/2014 Cost Basis less Outstanding Debt.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
12
EFTA01116024
Summary of RFI Investments
As of June 30, 2014
RF1's
RF1's
Acquisition
Cumulative
6/30/2014
Unrealized
Date
Acquisition
6/30/2014
6/30/2014
Cumulative
Fair Value
Outstanding
Cost Basis less
RFI's
Equity
Asset/Location
Foreclosure
Price
Cost Basis
Fair Value" '
Fair Value
Adjustment
Debt
RFT
Outstanding
Net Real Estate
Increase
(Note/REM
Date
(100%)
1100%)
(100%1
Adjustment
ele Change
1100%)
Ownership
Debt
Fair Value19
(Decrease)2°
Wolf Creek Apartments
8/112013
54.6
55.4
$8.6
S3.2
61.0%
53.1
100%
$2.3
55.5
144.2%
Houston. TX INote)
8/1/2013
20 North Orange
8/2/2013
28.3
26.9
32.6
5.7
21.1%
15.2
100%
11.8
17.5
48.4%
Orlando.
(Now)
TBD
7000 Central Park
9/11/2013
56.6
57.2
59.9
2.7
4.7%
30.0
60%
11.3 2t
13.0 2 t
14.2%
Atlanta. GA (Note)
11/22/2013
Meridian Plaza
10/1/2013
11.6
12.4
14.5
2.1
17.3%
7.1
5U%
2.6
3.7
40.9%
Cannel. IN 'Note)
10/31/2013
Airpark Business Center
10/7/2013
NaNhv IIle. TN (Note)
10/7/2013
62.8
63.8
64.7
0.9
1.3%
46.6
64.87%
11.2
11.8
4.8%
7025 North Scottsdale Road
11/14/2013
18A)
18.3
18.4
0.1
0.8%
11.0
100%
7.3
7.4
2.1%
Nvothtble. AZ (Nola)
11/15/2013
Windmill Landing
11/21/2013
Apartments
12.2
12.1
13.0
0.9
7.0%
9.9
100%
2.3
3.1
37.8%
1/7/2014
HouMon. TX (Nott
Paces Village Apartments
12/11/2013
12.3
123
12.4
-0.1
-0.4%
9.1)
100%
3.5
3.4
-13%
the.emboro. NC (RHO)
N/A
TotaUWeighted Average
$844.1
$929.6
$1,047.3
5117.1
12.6%
$6115
$212A
8306.4
44.1%
18.
The general partner of RF1 determines the "Fair Value" of its assets on a quarterly basis in accordance with GAAP. GAAP reporting requires that investments in unconsolidated joint ventures include other
assets in addition to real estate in the Fair Value of the investments in such joint ventures. As used herein. however. Fair Value includes only the value of the real estate and excludes any value associated
with other assets. such as cash held at the investment entity level. The Fair Value of real estate assets is determined utilizing a number of methodologies which include. but are not limited to. discounted cash
flow analysis. capitalization of current or stabilized net operating income. and market sales comparables. Because considerable judgment is required in determining the estimates of value. amounts
ultimately realized from investments may vary significantly from the Fair Values presented.
19. Represents Mrs interest in 6/30/2014 Fair Value less 6/30/2014 Outstanding Debt Amount ("Net Real Estate Fair Value").
20. Compares RFFs Net Real Estate Fair Value to RFFs 6/30/2014 Coat Basis less Outstanding Debt
21. RF1's 6/30/2014 Cost Basis less Outstanding Debt and Net Real Estate Fair Value exclude the outstanding mortgage debt as well as preferred equity• of 58.3 million
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
13
EFTA01116025
RFI Realized Investments
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
14
EFTA01116026
Washington Business Park
• In September 2012, RFI (75%), in a joint venture with The Artery Group (15%) and NAI Michael
(10%), acquired the defaulted loan secured by Washington Business Park for $42.0 million. The
business plan included foreclosing on the collateral, replacing management, reducing expenses, re-
leasing the property and decreasing the loss to lease.
• Washington Business Park consists of nine flex office/industrial buildings in Lanham, Maryland.
• The property, while well located, was over levered, undermanaged (82.8% occupied) and over
expensed.
• Joint venture partners included the party (NAI Michael) that originally aggregated the land for the
office/industrial park and managed the property to market occupancy until 2007.
• In December 2012, the borrower made an attractive proposal to purchase the loan. The borrower
appeared to be motivated by tax concerns and uncertainties related to a potential foreclosure. Given
the attractiveness of the proposal, the joint venture made the decision to permit a discounted payoff
of the mortgage note rather than proceed with the foreclosure.
RFI
Acquisition
Sale
Purchase
Sale
Equity
RFI Total
Gross
Gross
Asset/Location
Sq. Ft.
Date
Date
Price
Price
Contribution
Proceeds22
Equity Multiple='
IRR23. 24
Washington Business Park
573.397
9/7/2012
12/5/2012
542.000.000
$51.500.000
511.000.000
$18.718.595
N/Nt
Lanham. MD
22. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
23.
A portion of the RFI Equity Contribution was temporarily financed using RF1's subscription facility and. as a result. the gross equity multiple presented herein is based on the amount of equity that was
called from investors. The gross equip• multiple is based upon the REI equity allocated to the asset and includes cash flow generated by the asset while REI had an interest in the asset but does not reflect
deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the RFI's Investment
Manager or General Partner which. in the aggregate. may be substantial and, accordingly. such figures do not reflect the actual returns that would ultimately be realized by an investor..
24.
"N/M" stands for "not meaningful". The IRR is artificially high due to the short term hold period of the investment. which was not a parr of the investment manager's business plan. However. for purposes
of transparency. the gross MR was 5,644.1%.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
15
EFTA01116027
Cotton Exchange Hotel
• In February 2013, RFI (80%), in a joint venture with The Artery Group (20%), acquired the
non-performing note secured by the Cotton Exchange Hotel for $13.5 million. The business
plan included foreclosing on the collateral in June 2013 and redeveloping the property.
• The Cotton Exchange Hotel is extremely well located, within a few minutes walk of the French
Quarter. However, it was grossly underrnanaged under the prior flag due to poor capitalization.
• During the four month holding period, an operating plan was put in place to re-flag the hotel as
a Marriott Fairfield Inn & Suites, as well as to redevelop the hotel with several million dollars
of additional capital expenditures.
• The business plan was proceeding as scheduled, but when the foreclosure sale was held in June
2013, a third party was willing to pay a higher price.
• The asset was unlevered. Had the business plan proceeded, the amount of equity would likely
have been reduced to approximately 25% of value post foreclosure and redevelopment which is
significantly lower than the percentage of equity used to acquire the asset.
RFI
A CliLliSiii1/11
Sale
Pt] chase
Sale
Equity
RFI Total
Gross
Grass
Asset/Location
ILumis
Date
Date
Price
Price
Contribution
Proceed.s2s
Equity Multiple's
IRR'c•"
Cotton Exchange Hotel
223
2/1/2013
7/2/2013
S13.500.000
S17.800.000
411,703,780
S14.472.138
1.24x
N/Nt
New Orleans. LA
25. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
26. A portion of the RH Equity Contribution was temporarily financed using RR 's subscription facility and, as a result, the gross equity multiple presented herein is based on the amount of equity that was
called from investors. The gross equity multiple is based upon the RP! equity allocated to the asset and include cash flows generated by the asset while RH had an interest in the asset but does not reflect
deductions for management fees, fund menses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the RFT s Investment
Manager or General Partner which, in the aggregate. may be substantial and. accordingly. such figures do not reflect the actual returns that would ultimately be realized by an investor...
27.
"AVM" stands for "nor meaningful". The !RR is artificially high due to the short term hold period of the investment which was not a part of the investment manager's business plan. However, for purposes
of transparency. the gross IRR was 59.1%.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
16
EFTA01116028
Cary Brook Apartments
• In October 2010, RFI acquired Cary Brook Apartments for $15.2 million. The business plan
included increasing both rents and occupancy to market levels.
• Before acquisition, Cary Brook underwent a $1.3 million renovation that included, but was not
limited to, the clubhouse, leasing office and fitness center.
• Shortly after acquisition, RFI made in excess of $1.0 million of additional capital improvements
to enhance the desirability of the property.
• RFI was successful in executing its business plan well in advance of its goal by increasing both
rent and occupancy to market levels.
• In February 2014, RFI sold Cary Brook for $24.3 million, which exceeded the year five
underwritten disposition price of approximately $18.9 million.
RFI
Acquisition
Sale
Purchase
Sale
Equity
RFI Total
Gross
Gross
Asset/Location
Units
Date
Date
Price
Price
Contribution's
Proceeds"
Equity Multiple"
IRR"
Cary Brook Apartments"
-1.94‘
43.5%.
360
10/28/2010
2/18/2014
S15.220.000
$24.300.000
54.939.103
$14.518.458
Cary. NC
28. RFI acquired Cary Brook in October 2010 as a "Warehoused Investment" (as contemplated by RFI's limited partnership agreement) before RFI's initial closing (which did not occur until August 2011)
through first mortgage financing of $11.600.000 plus a loan from RFI's general partner in the amount of $4939.103 (the "Warehouse Loan- ). representing what would have otherwise been RFI's equity. In
August 2011. RFI held its initial closing and repaid the Warehouse Loan utilizing the proceeds of a capital call equal to the Initial Equity of 54.939.103 million plus $371.276 of interest on the Warehouse
Loan.
29.
The RFI Equity Contribution shown in the table above excludes the $371.276 of interest on the Warehouse Loan paid by RFI in August 2011.
30. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows
31.
The gross equity multiple and gross IRR presented on this page are based upon the acquisition date of October 2010 (with the $4.939.103 Warehouse Loan being treated as if it were equity of RFObecause
that is the date that RFI acquired. and the investment manager commenced management of. Cary Brook Apartments. Accordingly. the investment manager believes that the October 2010 acquisition date
most accurately reflects the beginning of the investment period. The gross equity multiple and gross IRR are based upon the RFI equity allocated to the asset and include cash flows generated by the asset
while RFI had an interest in the asset but does not reflect deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried
interest paid or payable to the RFI's Investment Manager or General Partner which. in the aggregate. may be substantial and. accordingly. such figures do not reflect the actual returns that would ultimately
be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
17
EFTA01116029
Wateridge Plaza
• In March 2011, RFI (20%), in a joint venture with Beacon Capital Partners LLC (80%),
acquired Wateridge Plaza for $50.5 million. Wateridge Plaza suffered from a lack of capital
investment by the previous owners.
• Although Wateridge Plaza was fully occupied, the major tenant, which occupied approximately
70% of the property, had a lease rate more than 50% below market. The prior owner elected not
to provide the capital for tenant improvements, and instead signed a lease that had an initial rent
significantly below market with a subsequent step up to market in 2013.
• The joint venture infused capital to provide both mechanical and cosmetic upgrades to the Class
A office complex. In March 2014, the joint venture sold Wateridge Plaza to an unsolicited
buyer for $72.5 million, which exceeded the year five underwritten disposition price of $70.1
million.
RFI
Acquisition
Sale
Purchase
Sale
Equity
RFI Total
Gross
Gross
Asstl/Location
Sq. Ft.
Date
Date
Price
Price
Contribution"
ProceedsM
Equity Multiple"
IRR"
Wateridge Plaza"
278.787
3/24/2011
3/13/2014
550.500.000
572,500,0(X)
$3,697,410
$8,324.476
7.75N
32.4%
San Diego. CA
32. RFI acquired a 20% joint venture interest in %Partridge Plaza in March 2011 as a "Warehoused Investment" (as contemplated by RFI's limited partnership agreement) before RFI's initial closing (which did
not occur until August 20111 through first mortgage financing of 535.000.000. joint venture equity. and a loan for its 20% interest from RFI's general partner in the amount of 53.697,410 (the "Warehouse
Loan"). representing what would have otherwise been RR's equity. In August 2011. RFI held its initial closing and repaid the Warehouse Loan utilizing the proceeds of a capital call equal to the Initial
Equity of 53.697.410 plus 5135.712 of interest on the Warehouse Loan.
33.
The RFI Equity Contribution shown in the table above excludes the 5135.712 of interest on the Warehouse Loan paid by RFI in August 2011.
34. RR Total Proceeds are inclusive of sale proceeds and interim cash flows.
35.
The gross equity multiple and gross !RR presented on this page are based upon the acquisition date of March 2011 (with the $3.697.410 Warehouse Loan being treated as if it were equity of RFI) because
that is the date that RFI acquired. and the investment manager commenced management of. Wateridge Plaza. Accordingly. the investment manager believes that the March 2011 acquisition date most
accurately reflects the beginning of the investment period. The gross equity multiple and gross IRR are based upon the RR equity allocated to the asset and includes rash floc generated by the asset while
RR had an interest in the asset but does not reflect deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried
interest paid or payable to the RFI's Investment Manager or General Partner which. in the aggregate. may be substantial and. accordingly, such figures do nor reflect the actual returns dun would ultimately
be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
18
EFTA01116030
20 North Orange
• In August 2013, RFI acquired the non-performing note secured by 20 North Orange, a 267,233
square foot office building in Orlando, Florida for $28.3 million. The business plan included
foreclosing on the collateral, cure deferred maintenance and leasing the building up to market
occupancy levels.
• During the foreclosure process, RFI, through the receiver, maintained the property and reduced
certain operating expenses, which increased the NOI.
• In September 2014, the borrower made an attractive proposal to purchase the loan. Given the
attractiveness of the proposal, RFI made the decision to permit a discounted payoff of the
mortgage note rather than proceed with the foreclosure.
RFI
Acquisition
Sate
Purchase
Sale
Equity
RFI Total
Grass
Grass
Asset/Location
Sq. Et.
Date
Date
Price
Price
Contribution
Proceede
Equity Multiples'
IRR-s7
20 North Orange
267.233
87712013
9/18/2014
528.250.000
534.750.000
S I 5.835.000
821.884.268
1.38x
33 2c
Orlando, FL
36. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
37.
The gross equity multiple and gross IRR are based upon the RFI equity allocated to the asset and include cash flows generated by the asset while RFI had an interest in the asset but does not reflect
deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the Mrs Investment
Manager or General Partner which. in the aggregate. may be substantial and. accordingly. such figures do not reflect the actual returns that would ultimately be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
19
EFTA01116031
Shasta Crossroads Shopping Center
• In January 2012, RFI (60%), in a joint venture with Weingarten Realty Investors
(40%), acquired the non-performing note secured by Shasta Crossroads Shopping
Center for $7.4 million. The joint venture acquired title via foreclosure. At
acquisition, Shasta Crossroads Shopping Center was 61% occupied.
• At acquisition, one of the center's largest suites was occupied by a tenant paying a
below-market lease rate signed by the previous owner. Because the lease was not
given lender consent, it was "foreclosed out" at the time of foreclosure. The joint
venture's business plan was to renegotiate the below-market lease and lease the
vacant in-line space at the shopping center.
• The joint venture was able to renegotiate the foreclosed out lease and lease the
vacant in-line space well in advance of underwritten projections, achieving 100%
occupancy within one year of acquisition.
RE1
Cross
Asset/Location
Sq. Ft.
Acquisition
Date
Sale
Date
Purchase
Price
Sale
Price
Equity
Contribution
RFI Total
Proceeds"
Equit!,
Multiple-'=
Cross
I It R."
Shasta Crossroads Shopping Center
75,783
1/10POP
10/21/2014
57.380.000
511.600.000
52.609.384
55.794.785
2.22x
37.1%
Redding. California
38. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
39.
The gross equity multiple and gross IRR are based upon the RFI equip• allocated to the asset and include cash flows generated by the asset while RFI had an interest in the asset but does not reflect
deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the RFI's Investment
Manager or General Partner which. in the aggregate. may be substantial and, accordingly, such figures do not reflect the actual returns that would ultimately be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
20
EFTA01116032
Crystal Lake Apartments
• In October 2011, RFI acquired Crystal Lake Apartments for $7.7 million. The
business plan included increasing both rents and occupancy to market levels, as,
under prior management, Crystal Lake Apartments was approximately 63%
occupied.
• RFI oversaw a capital improvement program to enhance the Crystal Lake's curb
appeal and implemented marketing/leasing strategies aimed at rehabilitating
Crystal Lake's reputation and attracting and maintaining a more desirable resident
base.
• RFI was successful in executing its business plan two years prior to the estimated
hold period by increasing both rent and occupancy to market levels.
RFI
Acquisition
Sale
Purchase
Sale
Equity
RFI Total
Gross
cross
Asset/Location
Units
Date
Date
Price
Price
Contribution
Proceeds'.
Equity Multiple"
IRR4'
Crystal Lake Apartments
224
10/11/2011
I I/20/2014
57.742.590
S15.090.000
$2.425.499
S10.145.105
-1.1tix
73.3%
Pensacola. FL
40. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
41.
The gross equity multiple and gross 1RR are based upon the RF1 equity allocated to the asset and include cash flows generated by the asset while RFI had an interest in the asset but does not reflect
deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the Mrs Investment
Manager or General Partner which. in the aggregate. may be substantial and, accordingly. such figures do not reflect the actual returns that would ultimately be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
21
EFTA01116033
RFI Partially Realized Investments — Meridian Plaza I
• In October 2013, RFI (50%), in a joint venture with RSF Partners Inc. (40%) and Zeller Realty
Group (10%), acquired the non performing note secured by Meridian Plaza, a three office
building complex in Cannel, Indiana, for $15.7 million ($51 per square foot). The business plan
included foreclosing on the collateral and leasing the buildings up to market occupancy levels.
• At acquisition, the average occupancy of all three buildings was 56.2%. Building I had the
lowest occupancy at 17.6%. The joint venture originally intended to implement a $1.0 million
capital improvement plan at Building I.
• In January 2014, the joint venture sold Building I, which had the lowest occupancy of the three
buildings, to a local owner/user for $6.6 million ($95 per square foot).
• The remaining buildings, Meridian Plaza II and III, are 236,557 square feet and 66.9%
occupied, in the aggregate and have an allocated cost of $39 per square foot.
Ara
RFI
Acquisition
Sale
Purchase
Sale
Equity
RH Total
Gross
Grass
Asset/I-oration
Sq. Ft.
Date
Date
Price
Price
Contribution
Proceeds42
Equity Multiple.'
IRR43."
Meridian Plaza I
69.482
10/1/2013
1/23/2014
54.1191.956
S6.600.885
$2.085.227
$3.077.245
1.48s
MN!
Cannel. IN
42. RFI Total Proceeds are inclusive of sale proceeds and interim cash flows.
43.
The gross equity multiple and gross IRR are based upon the RFI equip• allocated to the asset and include cash flows generated by the asset while RFI had an interest in the asset but does not reflect
deductions for management fees. fund expenses (which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the RFI's Investment
Manager or General Partner which. in the aggregate. may be substantial and, accordingly. such figures do not reflect the actual returns that would ultimately be realized by an investor.
44.
"N/M" stands for "not meaningful". The IRR is artificially high due to the short term hold period of the investment, which was not a pan of the investment manager's business plan. However. for purposes
of transparency. the gross MR was 247.6%.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
22
EFTA01116034
RFI Partially Realized Investments - San Francisco Multifamily Portfolio I
• In February 2011, RFI (20%), in a joint venture with PCCP LLC (80%), acquired the
San Francisco Multifamily Portfolio I for $57.3 million, which originally consisted of
17 individual rent controlled, multifamily properties with 342 units in the aggregate.
• The total acquisition cost, including closing costs, was approximately $175,000 per unit.
• Much of the portfolio had not been renovated for 40 years and required capital upgrades,
allowing for significant upside potential upon unit turnover (>60% ROI in some cases
for capital expenditures).
• The business plan called for selling off some of the smaller properties in the earlier
portion of the investment hold period.
• Fourteen properties have been sold.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
23
EFTA01116035
RFI Partially Realized Investments — San Francisco Multifamily Portfolio I
(San Francisco Multifamily Portfolio I continued)
• The following properties have been sold pursuant to the business plan into a strong market:
Asset/Location
I nth
Date
Sale Date
Purchase
Price
Pore hai,e
l'rice/ Unit
Salt.
I
Sale
Price/ Unit
RH Equity
Contribution"
RFI Total
Proceeds47
Gross Equity
Multiple 48
Gross
IRE"
San Francisco Multifamily Portfolio 145
San Francisco. CA
2035 I50, Street
6
2/24/2011
6/10/2011
51.400.000
5233.333
51.500.000
5250O)0
5108.861
598.464
0.90x
(11.5%)
55 Dolores Street
6
2/24/2011
12/2012012
1.375.000
229.167
2.550.000
425.000
87.333
239.616
2.74x
74.0%
349 Cherry Street
6
2/24/2011
5/16/2013
2.250.000
375.000
3250.000
541.667
204.019
345.943
1.70x
26.8%
654 Central Avenue
7
2/24/2011
6/28/2013
1.365.000
195.000
2.575.000
367.857
70.139
266.134
3.79x
76.7%
1080 Post Street
15
2/24/2011
7/2/2013
1.800.000
120.000
2,375.000
158.333
159.750
240.881
1.5Ix
19.1%
295 19• Avenue
II
2/24/2011
9/27/2013
2,600.000
236.361
4.225.000
384.091
240.892
497.107
2.06x
32.2%
2455 Polk Street
14
2/24/2011
11/19/2013
3.390.000
242.143
4.997.000
356.929
275.094
573.079
2.08x
30.8%
3830 Divisadero Street
12
2/24/2011
12/2012013
4,100.000
341.667
8.150.000
679.167
252249
956.480
3.79x
60.4%
3436 Pierce Street
12
2/24/2011
4/30/2014
3.720.000
310.000
7.500.000
625.000
228.933
863.658
3.77x
51.8%
1035 Pine Street
38
2124/2011
6/102014
5.700.000
150.0(X)
12.700.000
334.211
347.233
1.574.503
4.53x
58.3%
1160 Pine Street
15
2/24/2011
6/17/2014
1.500.000
100.0(X)
4.000.000
266.667
106.477
560248
5.26x
65.1%
2775 Market Street
26
2/24/2011
6124/2014
4.550.000
175.000
9.995.000
384.423
168.360
1.147.197
6.81x
77.9%
775 Geary Street
36
2/24/2011
7/10/2014
4.140.000
115.000
9.340.000
259.444
308.127
1.229.417
3.99x
50.7%
1200 Valencia Street
IS
2/24/2011
9/16/2014
3.700,000
205.556
9,400,000
522.222
249.714
1.271.254
5.09x
57.9%
Total
222
$41,590,000
$187,342
$82,557,000
$371,878
$2,807,181
$9,863,981
3.51x
51.9%
45. RFI acquired a 20% joint venture interest in San Francisco Multifamily Portfolio I in February 2011 as a "Warehoused Investment•• (as contemplated by RFI's limited partnership agreement) before RR's
initial closing (which did not occur until August 2011) through first mortgage financing of 540.000.000. joint venture partner equity and a loan for its 20% interest from RFI's general partner in the amount
of $3,900.000 (the "Warehouse Loan") for the San Francisco Multifamily Portfolio 1, representing what would have otherwise been RFI's equity. In August 2011. RFI held its initial closing and repaid the
Warehouse Loan utilizing the proceeds of a capital call equal to the Initial Equity of 53.900.000 plus $170,703 of interest on the Warehouse Loan.
46.
The RFI Equity Contribution shown in the table above excludes the allocated amount of the 5170.703 of interest on the Warehouse Loan paid by RFI in August 2011.
47. RFI Total Proceeds do not include any interior cashflows attributable to these sold assets.
48.
The gross equity multiple and gross IRR presented on this page are based upon the acquisition date of February 2011 (with the $3.9 million Warehouse Loan being treated as if it were equity of RFI)
because that is the date that RFI acquired. and the investment manager commenced management of. San Francisco Multifamily Portfolio I. Accordingly. the investment manager believes that the February
201! acquisition date most accurately reflects the beginning of the investment period. The gross equity multiple and gross IRR shown are based upon the RFI equity allocated to these sold assets and include
only disposition proceeds (the calculation does nor include any cash flow prior to the sales that were attributable to these sold assets). and does not reflect deductions for management fees. fund expenses
(which are described in other documents provided to potential investors upon request) or the carried interest paid or payable to the RFI's Investment Manager or General Partner which. in the aggregate.
may be substantial and. accordingly, such figures do not reflect the actual returns that would ultimately be realized by an investor.
PROPRIETARY & CONFIDENTIAL - DECEMBER 2014
24
EFTA01116036
Technical Artifacts (2)
View in Artifacts BrowserEmail addresses, URLs, phone numbers, and other technical indicators extracted from this document.
Phone
3012014Phone
7712013Forum Discussions
This document was digitized, indexed, and cross-referenced with 1,400+ persons in the Epstein files. 100% free, ad-free, and independent.
Annotations powered by Hypothesis. Select any text on this page to annotate or highlight it.