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Presentation to WHARTON CLUB OF SOUTH FLORIDA September 12, 2012 AAOF091212 EB-5 Immigrant Investor VISA Program ► The EB-5 Immigrant Investor Visa provides permanent U.S. residency to foreign nationals and their immediate families through investment in U.S. based businesses or real estate opportunities that result in the creation of new jobs ► Created in 1990 by U.S. Immigration & Naturalization Services (now called U.S. Citizenship and Immigration Services (USCIS)) ► Applies to foreign investor, spouse and minor children under the age of 21 ► Limited to 10,000 visas per year ► Required equity investment of $1,000,000 reduced to $500,000 if the investment is made in a Targeted Employment Area (TEA) ► ► Investment must be “at risk” – no guarantee for return of capital Investment must create 10 jobs for legal U.S. residents U.S. Citizenship and Immigration Services Page 1 EB-5 Immigrant Investor Visa Program Advantages of the EB-5 Visa ► Unlike other visas, the EB-5 is not restrictive: ► Live and work anywhere in the U.S. ► No travel restrictions ► No language skills required ► No age restrictions ► No business or special training experience required ► Ability to start a business, go to school, retire ► Option to become a permanent U.S. citizen after five years ► Ability to sponsor Green Cards for relatives Page 2 EB-5 Immigrant Investor Visa Program EB-5 is Becoming More Popular ► Families are choosing the EB-5 visa for various reasons: ► Retirement (lower cost of living and better quality of life) ► Children’s education (U.S. resident tuition rates and the ability for children to maintain permanent residency after age 21) ► Family already in U.S. but on another, expiring visa ► Political and/or social unrest in home country ► Caps and time delays on other visa options are driving foreigners to EB-5 ► U.S. Dollar has weakened, making EB-5 a “less expensive” option Page 3 EB-5 Immigrant Investor Visa Program Regional Center Program ► Regional Center Program passed Congress in 2003 ► ► Created “Regional Centers” that vet applicants and investments Several Advantages of using a Regional Center: ► Allows for passive investment – foreigner does not have to actively manage the business ► Allows for calculation of job creation through Econometric Model ► ► Counts direct, indirect, and induced jobs Provides more assurance that the applicant’s investment will be spent in accordance with U.S. Immigration Act’s requirements and objectives ► Business plan for the Regional Center’s investment option is reviewed and approved by USCIS prior to any EB-5 applicant’s investment Page 4 EB-5 Immigrant Investor Visa Program How Does it Work? Foreign investor decides on a Regional Center or Independent Project • Foreign Investor submits application (form I-526) and makes investment • Approval in 20 to 24 weeks Foreign investor receives “temporary” Green Card • Provides all benefits of permanent Green Card, except expiration After 21 months, foreign investor may file to have “temporary” condition removed (form I-829) • Proof of job creation is examined Foreign investor and family receives permanent Green Card Page 5 Florida Equity and Growth Fund Regional Center Florida Focus – Targeted Employment Areas Targeted Employment Areas (TEAs) are defined by the Immigration Act of 1990 as “rural areas,” or areas not located within a Metropolitan Statistical Area (MSA) or within a city or town with a population of 20,000 or more. AAOF’s Approved TEAs Alachua Brevard Citrus (rural) DeSoto (rural) Flagler (rural) Hardee (rural) Hernando (rural) Highlands (rural) Hillsborough Lake Levy (rural) Manatee Marion Orange Osceola Pasco Polk Pinellas Putnam (rural) Sarasota Seminole Sumter (rural) Volusia Page 6 Florida Equity and Growth Fund Regional Center Florida Focus – High Unemployment Areas High Unemployment Areas (based on individual census tracts) also count as TEAs and are defined as non-rural areas with unemployment rates at least 150.0% of the national average for the latest calendar year. For calendar year 2011, the national unemployment rate averaged 8.9%. Therefore, a census tract qualifies if its 2011 annual average unemployment rate was at least 13.4%. Hillsborough County, for example, has 80 census tracts that are eligible for investment. The combined areas qualifying for investment are highlighted in green on the adjacent map. Hillsborough County Page 7 Atlantic American Opportunities Fund (AAOF) U.S. Citizenship and Immigration Services ► ► Diversified Investment Portfolio approach to EB-5 ► USD $500,000 investment per family ► Focused on excess job creation (goal of 15 to 20 jobs per investor) ► EB-5 applicants become passive investors in not just one, but many jobcreating investments Formed as a Limited Partnership ► ► Investor owns pro-rata share of entire fund (investor’s profits are based on those of all individual projects, not just one) Managed by Atlantic American Partners from Tampa, Florida Page 8 Atlantic American Opportunities Fund (AAOF) Diversified Portfolio Approach to EB-5 Traditional Regional Center Investment Structure AAOF Diversified Portfolio Investment Structure EB-5 Applicant / Investor EB-5 Applicant / Investor Regional Center / Developer AAOF Developer’s “Pet” Project GroceryAnchored Retail Medical Office Assisted Living Hotel Other Investments Page 9 Advantages of AAOF ► AAOF provides a unique approach to the EB-5 Investor Visa Program, providing significant advantages over other Regional Center investments, including: ► Less Risk of Meeting Job Creation Requirements ► Less Risk of Loss of Investment ► Structured Exits Provide Timely Return of Foreign Investor’s Capital ► We’re Creating Value for Investors: Not the Other Way Around ► Professional Investment Managers ► Avoids Conflict of Interest Found in Other Regional Centers ► Synergies Achieved Through Sister Funds ► Transparency of Investments Page 10 Advantages of AAOF Less Risk of Meeting Job Creation Requirement ► The only way to secure a permanent U.S. visa through the EB-5 Program is through Job Creation – our top priority ► AAOF will only invest in opportunities that create an abundance of jobs ► ► Targeting 15 to 20 per investor (in excess of the required amount of 10) with a preference for investments that create more ► Investing alongside outside capital to participate in larger projects that create even more jobs per investor ► Sister private equity funds that invest in similar projects ► Banks / other lenders and outside investors ► Government Sponsored Incentives (New Market Tax Credits, Low Income Tax Credits, HUD Financing) USCIS approved Jobs Bank provides “Belt and Suspenders” security ► Excess jobs are stored in the Jobs Bank ► In the unlikely event that an applicant has a shortfall (business failed, property burned down, etc.), excess jobs may be allocated to the applicant Page 11 Advantages of AAOF Less Risk of Meeting Job Creation Requirement Atlantic American Opportunities Fund II 4 investors $2mm 11 investors $5.5mm 40 jobs 24 investors $7mm $4.5mm 110 jobs 15 investors 240 jobs 18 investors $4mm 150 jobs 15 investors $1.5mm 180 jobs 13 investors $6.5mm 150 jobs 130 jobs Tampa Festival Osprey Lodge Le Meridien Hotel MOB at Meres Mills Crossing / Fresh Mkt. Orlando Marriott Res. Inn ALF at Meres 65 total jobs 172 total jobs 320 total jobs 340 total jobs 240 total jobs 220 total jobs 180 total jobs 25 jobs 62 jobs 80 jobs 190 jobs 60 jobs 70 jobs 50 jobs Jobs Bank 537 Unallocated Excess Jobs Page 12 Advantages of AAOF Less Risk of Loss of Investment ► AAOF’s #2 priority is to Preserve our Investor’s Capital ► ► Diversification is a risk management philosophy of making many investments as opposed to a single investment to reduce risk ► Less risk of losing capital ► Provides for more predictable profits AAOF plans to make 5 – 7 different investments instead of just one ► Various industries (healthcare, grocery-anchored retail, hotel, business services, manufacturing, distribution) ► Various geographies (throughout Florida) ► Various investment types (loans secured by collateral and equity) Page 13 Advantages of AAOF Structured Exits Provide Timely Return of Foreign Investor’s Capital ► AAOF is structured differently than other EB-5 investments ► ► ► Each individual project will be owned by AAOF, a limited partnership owned in majority by the investors, not the Regional Center or a Developer AAOF will return investor’s capital in a timely and structured manner ► AAOF will begin returning capital after the required 5 year “at risk” period expires ► Interim profits will be distributed each calendar quarter Structured Investment Exits ► Secured Loan investments will have a defined maturity date, requiring loans to be repaid in 5 years ► AAOF will only make equity investments in projects where we (and essentially the investors) have a controlling interest in the project, enabling a sale of the property at a time determined by AAOF Page 14 Advantages of AAOF We’re Creating Value for Investors / Not the Other Way Around ► Unique profit sharing approach puts the Investor ahead of the General Partner, compared to other Regional Centers: ► 2.5% annual investment management fee (paid out of profits) to support investment, due diligence and transaction closing expenses ► The next 5.0% is paid to the investors (on an annual basis, paid quarterly) ► The next 5.0% is paid to the General Partner (on an annual basis, paid quarterly) ► Thereafter, the investors and General Partner will split the profits 50 / 50 Page 15 Investment Criteria ► Investment Size ► ► Location ► ► $5,000,000 — $15,000,000 Florida’s High Tech Corridor (23 Counties along I-4) Investment Type ► Preferred Equity ► Common Equity ► Subordinated Debt ► Senior Debt Page 16 Investment Criteria ► ► Investment Criteria ► Florida-Based Businesses or Construction / Development Projects ► Redevelopment of Commercial Real Estate ► Opportunities that Create Sustainable Jobs ► Strong Preference for non-speculative real estate Industries ► Assisted Living / Skilled Nursing Facilities ► Hotels and Restaurants ► Medical Office Buildings ► Commercial Retail (preference strong regional or national anchor) ► Manufacturing ► Professional, Scientific and Technical Services Page 17 Example Portfolio Investment Osprey Lodge at Lakeview Crest ► 124-bed Assisted Living Facility in Tavares (Northwest of Orlando) ► Project Considerations: ► Adjacent to Florida Hospital (Waterman) medical campus ► Significant demand for beds in the geography ► Experienced developer and operator ► Strong sponsorship (developer and city) ► Inherent bridge facility Page 18 Example Portfolio Investment Osprey Lodge at Lakeview Crest ► AAOF II is making a $5.5 million investment (11 EB-5 investors) ► $5.0 million senior secured bonds ► $500,000 equity stake ► AAOF II projects 10.5% IRR over 5 years ► Econometric model projects 172 new jobs (56% cushion) Page 19 Example Portfolio Investment Le Meridien Hotel ► 135-room Le Meridien (Starwood) hotel in downtown Tampa ► Involves the redevelopment of vacant Federal Courthouse (built 1905) ► Project Considerations: ► Significant need for high-end hotel rooms in downtown Tampa ► Experienced development and operations team ► Structured exist strategy ► City is providing low rent and reduced taxes ► Historical Tax Credits of $4.24 million ► Starwood “key” investment of $1.0 million Page 20 Example Portfolio Investment Le Meridien Hotel ► AAOF II is making a $12.0 million investment (24 EB-5 investors) ► $5.5 million Member Loan ► $6.5 million Preferred Equity stake ► AAOF II projects a 13% IRR over 5 years ► Econometric model projects 320 new jobs (33% cushion) Page 21 Investment Management Team ► ► AAOF was created and is managed by two successful, sister investment firms with extensive fund management experience: ► Communications Equity Associates (CEA) ► Atlantic American Partners While AAOF is a new EB-5 investment option, its investment managers have been making similar investments for over 35 years ► Investment team has over 100 years of combined investment management experience ► Have invested over $1.5 billion in 12 series of investment funds Page 22 Investment Management Team J. Patrick “Rick” Michaels Managing Partner 43 years experience J. Patrick “Rick” Michaels, Jr. is the founder and Chief Executive Officer of Communications Equity Associates (CEA), a firm he established in 1973 to provide financial services and advice to a select group of clients in the cable industry. Over the past 34 years CEA has become a leading provider of investment banking services and private equity for the global media and entertainment, communications and information technology industries. CEA has completed over 900 transactions in 60 countries, totaling in excess of $40 billion, all of which have been handled directly or overseen by Mr. Michaels. Robert Moreyra Managing Partner 29 years experience Robert Moreyra is a founder of Atlantic American Partners and currently oversees the firm’s investment banking practice and private equity initiatives, including Community Reinvestment Partners II. Prior to founding Atlantic American, Mr. Moreyra served as Managing Director of investment banking with H. C. Wainwright & Co., Inc. At Wainwright, Mr. Moreyra focused on public offerings, private placements, debt placements and restructurings, and mergers and acquisitions. Mr. Moreyra also serves as a Managing Principal of the Atlantic American Opportunities Funds, and previously served as CEO of Pardue, Heid, Church, Smith & Waller, Inc. Page 23 Investment Management Team O. Garwood “Gar” Lippincott Managing Partner 28 years experience Gar Lippincott joined Atlantic American Partners in 2005 and currently serves as a Managing Principal of Atlantic American Opportunities Fund (AAOF). Prior to joining Atlantic American, Mr. Lippincott served as President of Dominion Capital Group, a small Tampa-based merchant bank providing senior and subordinated loans, and equity capital to small businesses in the Southeast U.S. Mr. Lippincott has worked in investment capacities at Banque Paribas and Met Life, as well as serving as CEO of Central Electric Company. Bradley J. Snyder Partner 16 years experience Bradley Snyder joined Atlantic American Partner’s investment banking group in September 2004, focusing on investment banking and private equity. Mr. Snyder has extensive experience in completing merger and acquisition transactions, as well as securing debt and equity in both the public and private markets. Leveraging this experience, Mr. Snyder currently focuses on identifying, analyzing, negotiating, and managing corporate and real estate investment opportunities for Atlantic American Opportunities Fund (AAOF). Prior to joining Atlantic American, Mr. Snyder gained extensive advisory and corporate finance experience with Gulf Atlantic Capital Corporation, a turnaround and workout group located in Tampa, Florida and at Tunstall Consulting, Inc. Page 24 Investment Management Team Ming Jung Chief Financial Officer 17 years experience Ming Jung serves as Atlantic American Opportunities Fund’s Chief Financial Officer, overseeing all of the fund’s financial reporting and tax matters. Mr. Jung has been with CEA since March 1997 and is the Sr. Managing Director and Chief Financial Officer of CEA Capital Advisors, LLC, the development and administration arm of CEA Private Equity Partners. Prior to joining CEA, Mr. Jung spent four years with the international accounting firm of Arthur Andersen LLP, most recently as a senior tax specialist. He is a Certified Public Accountant and a member of the American and Florida Institute of Certified Public Accountants. Brad Gordon Managing Director 26 years experience Brad Gordon currently serves as Executive Vice President and Chief Financial Officer of Communications Equity Associates (CEA), where he has held several senior management positions during his 25-plus-year career at CEA. In 2000, Mr. Gordon, along with Rick Michaels and Robert Moreyra, founded Atlantic American Partners. Mr. Gordon brings extensive investment banking management experience and a broad base of industry knowledge to the Firm. In his capacity as Chief Financial Officer at CEA and Atlantic American , Mr. Gordon has been instrumental in developing and supervising the firms’ finance, tax compliance, economic forecasting and security compliance. He is actively involved with the development and management of both firms’ internal investment activities. Page 25 Contacts & Additional Information Gar Lippincott Managing Partner (813) 226-6128 [email protected] Robert Moreyra Managing Partner (813) 574-6774 [email protected] Brad Snyder Partner (813) 226-6141 [email protected] Page 26