2007 YEAR END REPORT e Current WATERFRONT LAND FUND MANAGEMENT INVESTORS’ SOURCE FOR NEWS In the first quarter of 2008, Waterfront Land Investments Fund I purchased an 805 acre tract of land in Palacios, Texas. Palacios is located on the Texas Gulf Coast, overlooking beautiful Tres Palacios Bay. From Soft Spot to the Sweet Spot: Gary Allen’s patience leads him to the right time, the right place, and the right price. BY EVELYN FOSTER Eighteen to 24 months ago, real estate prices were at an all time high. Opportunities to buy prime waterfront real estate were as scarce as most developers could ever recall. But knowing the difference between a healthy real estate boom and overpriced hype, in 2005, Gary Allen and John Bennett began raising funds from investors so they could take advantage of buying opportunities when the market corrected itself. 1 While it didn’t take long for deals on non-waterfront properties to begin to surface, buying opportunities came more slowly for waterfront properties. Many of these properties were owned by wealthy individuals who could afford to ride out the correction. So 2007 turned into a waiting game for Gary Allen and investors in Waterfront Land Investments Fund I. But like a hawk watching his unsuspecting prey, waiting for just the right time to make a successful capture, Gary continued to evaluate properties in the company’s pipeline. He knew when it was too soon to buy -- just as his experience tells him when it is too late. Many novice developers on the heels of a hot real estate market snatched up second-rate properties at the first sign of a dip. But Gary waited, embodying the words of Warren Buffett -- one of the world’s greatest financiers and investment businessmen, “The time to get interested is when no one else is. You can't buy what is popular and do well.” As he waited, the real estate market continued its decline, putting increasing pressure on already spooked property owners and over-leveraged home builders, many of whom eventually succumbed to the pressure and made panicked deals. Still, Gary Allen continued to wait, not because of fear, greed or out of “paralysis by analysis.” His wait was born from experience and wisdom, and the desire to pass on good deals while waiting for great ones. pected, we were reminded of the importance of patience. Anybody can rush out and buy something, but we held firm and waited for the right time.” Buying in the sweet spot for Waterfront Land Fund Management means the opportunity to purchase attractive properties that were nearly untouchable two years ago. With a glut of inventory, shrinking Gary Allen reviews a potential property for purchase. sales, and overleveraged propgorda County. Midway between erty owners, purchase opportuniGalveston and Corpus Christi, ties have begun to surface at disPalacios boasts a fantastic coastal counts as much as 40 cents on the setting, palm-tree lined bayfront, dollar. According to Jack McCabe many parks, fishing and boating of McCabe Research & Consult- activities as well as year-round ing, a Florida based residential beautiful, mild weather. The secresearch firm, home and condo ond of three properties Besides reviewing properties, Gary spent most of 2007 studying the markets. Reading every piece of research he could get his hands on, what he found was not new. With almost four decades in the real estate business under his belt, Gary Allen looked upon the current market with familiarity, remembering weathering far more challenging recessions. He remembered the recession of 1974 caused by an oil crisis and higher inflation. He remembered the early 80’s when “The time to get interested is prime was at 18% and the 1991 recession when one- when no one else is. You third of the savings and loans in America went un- can't buy what is popular and der. For Gary, those were do well.” tougher times--times that --Warren Buffett helped prepare him for today’s market. builders who bought big tracts at Adjacent According to Gary Allen, while most markets have seen tremendous market corrections in the past 18 months, Texas remains one of the stronger markets in the country, because it was never overpriced to begin with. 2 Gary also remembered the opportunities that existed when the tough times subsided. After waiting patiently, in the fourth quarter of 2007, he finally saw what he was waiting for: the opening of the window of opportunity for buying waterfront real estate, or what he calls “the sweet spot.” “We are in a sweet spot for buying,” says Gary. “In the fourth quarter of 2007, we saw many of the deals start to surface. While it has been slower than we ex- to be purchased for WLIF I, Palacios is located in the heart of the Texas Gulf Coast, overlooking beautiful Tres Palacios Bay which feeds into the Gulf of Mexico. to D.H. Palacios Development’s “Beachside” property, Palacios is an area Gary knows well. The development of the “Beachside” property continues to prosper with more than one-third of its 374 lots already sold despite the market downturn. While most markets have seen tremendous market corrections in the Palacios, Texas, a Sweet Spot past 18 months, Texas remains Purchase for WLIF I one of the stronger markets in the In the fourth quarter of 2007, country right now. “Maybe its Gary set his sights on an 805 acre resilience is a result of the oil tract of land in Palacios, Texas, money circulating there,” says the second largest city in Mata- Gary. “Unlike the west coast of prices based on the height of the market are finding themselves under pressure and are beginning to look for buyers. “They can't sleep at night now because they're going down like the Titanic, so eventually a loss on a sale doesn't seem so bad," says McCabe. the U.S., Texas continues to enjoy growth in all the support markets that we are looking to such as Dallas, Houston and Austin.” In addition to meeting all the criteria the Fund looks for, Palacios boasts 15,000 feet of waterfront and is located in the path of a major development. And with no zoning, water or sewer issues to be worked out, Gary was confident the Palacios property was the best fit for the Fund’s second purchase. He anticipates the property will be ready for resale within a year with significant appreciation. “We told everybody in the beginning that we were going to get very good buys and very handsome returns.” While Gary’s investments have historically returned a minimum of 20% per annum to investors, his expectation is that purchasing properties (such as Palacios), in the sweet spot may even exceed targets discussed with investors early on. While the Window is Still Open: Not NOW, but RIGHT NOW! As in 1974, 1981, and 1991, Mr. Allen doesn’t expect the sweet spot for buying real estate to last long and it’s an opportunity he knows not to let pass by. “There’s stress out there in the marketplace because people have got their deals leveraged with banks or in other ways,” he says. “It presents an opportunity to get some excellent buys that will have larger than normal profit margins.” With a growing pipeline of properties and energized by buying opportunities that are rapidly surfacing, Waterfront Land Fund Management will be opening a new fund in the first quarter of 2008. This Fund, Waterfront Land Investments Fund II, is expected to provide what Gary believes will be some of the best waterfront real estate buying opportunities in the next decade. 3 But when it’s over, it’s over. “I think that probably from now through the winter of 2009 we will be in the sweet spot for the buying,” he says. “2008 should be the best buying time since 1991 and may be the best year for buying in the next decade.” For Gary, finding buyers will not be a problem. A developer himself, Gary says, “We will not acquire in a location where we don’t think we can get a resale in the timeframe that we want. In some cases, our development company will make a bid for the property as well. So generally, we won’t go Exit Strategy into a location where we wouldn’t For Gary, purchasing in the sweet be willing to buy and we don’t go spot defines a popular saying of into a location where others aren’t his that “half the profit is in the willing to buy.” buying.” For most investors of any kind, a good buy is one thing. While he is in a unique position, The challenge after getting a good owning both a land acquisition deal on the purchase is determin- company and a development ing when to sell it. Many inves- company, Gary realizes that he is tors question how soon is too soon one man and that his is not an and how long is too long? While island. “The general state of afthe Fund will hold all investments fairs in the real estate developfor at least one year for long-term ment world has some bearing on capital gains treatment on profits, sales. That’s why the fund has a Gary’s exit strategy is not driven five-year time horizon – because by fear, greed or market timing, at any point in the last 40 years, instead it is driven by returns. you could have found a strong “There is no magic time to sell. market within a five year span.” Our goal is to achieve the highest In Gary’s case, he continues to try internal rate of return for the to identify properties that can be investment group,” says Gary. “Twenty “We won’t go into a location percent per annum is our minimum where we wouldn’t be willing expectation. But if to buy and we don’t go into a you can achieve 30%, the odds are location where others aren’t probably better to take the 30% and willing to buy.” claim the profit as --Gary Allen long as it’s a longterm capital gain rather than to turned much quicker than five gamble on trying to make more.” years for a substantial profit. ReFor Gary, another factor that im- garding the market environment pacts the sale is having entitle- for selling the investments in ments in place. Generally, a de- WLIF I, his anticipation is that veloper wants to have the zoning 2008 will be a slower year for a issues covered upfront and wants sale, but that 2009 will be a much to be sure there is no impediment stronger year. “A lot of the turin the settling of water and sewer moil in the market will have issues. “Once you’ve got water passed by 2009,” he says. “The and sewer to the property, and market will be on the mend in late you’ve had your zoning in place 2008 and regaining quite a bit of to begin with, then you’re in the strength in 2009, so we have position to sell,” says Gary. plenty of time to find a buyer in “Then, it’s really just a function of the timeframe that we had the market having the buyers who planned to sell as defined in our are interested in moving for- offering memorandum.” ward.” THE CURRENT - 2007 YEAR END REPORT News Travels Fast From the Southeastern United States to Bahrain and Dubai: News of Waterfront Investments Travels BY EVELYN FOSTER A Visit to Bahrain Bahrain, an island country located in the Persian Gulf, is in a prime position to make investments in the U.S.: petroleum revenues make up about twothirds of the government’s revenue, the price of oil is at record highs, and the dollar is continuing its slide against the Bahraini Dinar, which is the third most valuable currency in the world. Recently, the Kuwait Finance House-Bahrain, the largest Islamic investment bank in the Middle East, with more than $8 billion already invested in the United States, began looking for new investments to add to its portfolio. It is no surprise that the funds offered by Waterfront Land Fund Management, with their short durations and consistent returns of greater than 20% per annum got their attention. Known for conceptualizing the development and introduction of innovative, sharia’a compliant banking and investment products as well as for thinking innovatively and acting strategically, the leadership of the Kuwait Finance House-Bahrain invited Gary Allen and John Bennett to meet with bank executives in Manama, in the Kingdom of Bahrain. As if the warm reception by the bank’s leadership wasn’t enough to make Gary and John feel at home, their days of meetings with bank leadership included the bank’s General Manager Abdulhakeem Alkhayyat, Investment Department Senior Manager, Ahmad Saeed, and KFH’s legal counsel, Sherif Elkhouly, an attorney who grew up in Gastonia, North Carolina. John and Gary went to Bahrain to discuss the current Waterfront Development Fund and the upcoming Waterfront Land Investments Fund II. They returned home with interest in the funds, an invitation to return to Bahrain to further discuss the funds and a new concept to break through the limitations Pictured (left to right): Ahmad Saeed, Senior Manager, Investment Dept. Kuwait Finance House, John Bennett, Abdulhakeem Alkhayyat, Kuwait Finance House General Manager, Gary Allen 4 of waterfront development. Waterfront development, until now has been limited to current coastlines, inlets and man made lakes. But Durrat Al Bahrain, the largest planned luxury mixed-use residential, commercial and resort development in Bahrain, has offered an alternative, in response to Bahrain’s waterfront real estate frenzy. Durrat Al Bahrain, a project launched in early 2005 and in which the Kuwait Finance House has a 50% stake-features man made islands which have been developed into stunning residential and commercial properties. During helicopter and Jeep tours of this development, Gary excitedly took mental notes about this innovative project. He looks forward to sharing the details of the project with his U.S. design team for possible use in the development of U.S. waterfront properties. Dubai Energized by meetings in Bahrain, John saw opportunity knocking and stopped into Dubai, the second largest of the seven emirates that constitute the United Arab Emirates. He wanted to better understand the potential that existed for a similar partnership with Dubai regarding the company’s investment funds. After a single call to Erskine Bowles, president of the University of North Carolina System and a board member of Morgan Stanley, the ball began to roll. After Bowles put Bennett in touch with John Mack of Morgan Stanley & Co., Gary and John soon found themselves sitting down with Fahmi Alghussein, Executive Director of Morgan Stanley & Co. in Dubai to discuss Dubai and potential investors for Waterfront Land Fund Management’s offerings. Alghussein was very encouraging about the attractiveness of WLFM’s funds to Middle Eastern investors and invited John and Gary back for a visit in early 2008 to introduce them to interested Middle Eastern investors. With invitations to return to Bahrain and Dubai, John and Gary are optimistic about continuing to diversify Waterfront Land Fund Management’s investor base, and remain excited about the continuing investment of its loyal and growing investor base in the United States. “We are delighted about the growing interest from abroad,” says Bennett. “This window of opportunity is so phenomenal. This fund is designed to deliver exceptional returns to all investors, individual and institutional, foreign and domestic.” THE CURRENT - 2007 YEAR END REPORT On the Horizon: What’s Next? BY JOHN BENNETT After an extensive review of many waterfront properties, our 37th Waterfront Development property is currently being selected. The due diligence including permits and entitlements is being completed to ensure that the site meets all the criteria to become another successful waterfront community development. Pictured: John Bennett, President, Waterfront Land Fund Management 2. 3. 4. 5. Investors hold the first mortgage on the property. Loan to value ratio is generally below 35%. Investors receive priority payments from first lot sales. All developments are HUD approved and bonded. There is no cross-collateralization with other properties. 6. As with the previous 36 waterfront community developments, this 37th development will be financed by a private placement investment fund. For this These development funds provide high return with newest development fund, I have incorporated the low risk for our investors. Our 14-year track record Waterfront Development Fund (WDF) LLC to re- speaks for itself with developments in six states, and 36 successful ceive private equity inprivate placevestments. Like previous investment funds, this ment funds with all funds Like all previous funds, Fund will provide investors the continued returned to this newest private investors on placement will provide opportunity to benefit from a 20% per terms agreed investors the continued upon. opportunity to benefit annum return on their investment for a from a 20% per annum return on their invest- maximum investment hold of 18 months. We are creating a new priment for a maximum vate equity investment hold of 18 months. In addition to the short investment period group for the first time in over eight years. This fifth of 18 months, our funds are structured to provide group will provide new investors with the opportunity to participate in our next development fund as investors with the following low risk advantages; well as future funds. In the next few weeks I will be 1. Our development funds are designed so that sending interested investors a letter of intent that there is no debt on a property other than pri- will allow recipients the opportunity to reserve an vate investor debt (no additional leveraging). investment position. This letter of intent and reservation will precede the private placement memorandum (PPM) and formal subscription agreement that is being finalized by our securities attorneys. The PPM will be sent for review to potential investors who indicate an interest by returning the “investment intent” letter. After reviewing the PPM, investors can confirm their investment interest level or decline the opportunity to invest. We expect this newest development fund and private placement offering to be fully subscribed within the first few months of 2008; the call on committed capital to be made in late spring. I want to thank many of our “Current” readers for their interest in our next Waterfront Development Fund offering. We look forward to putting together this new group of investors for this WDF private placement over the next few weeks. 5 THE CURRENT - 2007 YEAR END REPORT A Pipeline to Success BY EVELYN FOSTER Nothing gets past McQueen Campbell. Particularly if its waterfront property. As Director of Acquisitions for Waterfront Communities, McQueen is responsible for the company’s pipeline of potential properties and serves as the eyes and ears of Waterfront’s real estate interests. With thousands of miles of coastline and countless miles of land on waterways and inlets, honing in on tracts of land appropriate for a Waterfront Land Fund Management investment can be overwhelming. And with very specific purchasing criteria to meet before a property can be considered for any one of their investment funds, McQueen Campbell handles the property acquisition role in bite-sized pieces. Gary Allen CEO of Waterfront Land Fund Management has focused on nothing but waterfront properties for almost 15 of his 36 years in the real estate industry. That focus has made him one of the largest and most well-respected players in the market. “Because Gary Allen is so well-known in the waterfront development arena, people seek us out,” says McQueen. Finding the Needle in the Haystack McQueen and his team have developed a recipe for success when it comes to property acquisitions for Waterfront Land Fund Management. Combining modern technology with old-fashioned hard work has helped McQueen build a pipeline of potential properties second to none. His first step is to use GIS (Geographic Information Systems) which allows him to view owner information on properties of interest. When the market was extremely hot in 2005 and 2006, the acquisitions team mapped and contacted every owner of every piece of property from Virginia to Florida, and on down to Texas that touched water and met Waterfront’s initial criteria to see who had an interest in selling. Campbell also uses LoopNet® and similar property marketing sites in his technological tool belt to constantly monitor online proper- 6 ties coming to the market. His team proactively sends out broadcast emails twice a month to different segments in specific markets. Additionally, Campbell’s team often touches base with its large and growing database of approximately 700 commercial brokers that work with major firms specializing in large residential tracts to check for any properties that may be of interest to Waterfront. Additionally, he and his team continue to update its database of people who provide services for the development business including surveyors, engineers, environmental engineers, landscape architects, etc., “Communication with this segment is key,” says McQueen. “These people are oftentimes the first to know about properties before they come on the market. It is imperative that we maintain relationships with these people and be sure they know what our needs are. They are often working for land owners who are interested in selling, and when we can get it at that level, we get a first shot at the properties.” Once the Needle is Found After locating potential properties, McQueen presents Gary Allen with a packet that details everything he needs to know about the location including: the driving distance to the airport, aerial photography, wetland maps, municipality, zoning, water, sewer. etc., Combing these metrics determines the property’s viability and the price Waterfront is willing to offer. The property detail packets are also reviewed by Ken Bednar, VP of Sales and Marketing, and the sales managers in the respective areas. “It’s important to Gary that the sales and marketing team evaluates the property and agrees that it’s marketable from their perspective,” says McQueen. “I know if the sales and marketing team doesn’t like it, it will be an uphill battle to ask Gary to take a look at it.” If all checks out, the baton is passed to Randy Allen, president of R.A. Management Inc., who is responsible for taking the property through the rezoning process, engineering, surveys, environmental studies, wetland stud- ies, soil studies, etc. These steps are essential to making sure the property under consideration is developable. With McQueen Campbell directing acquisitions, Ken Bednar directing Sales and MarketD. McQueen Campbell Director of Acquisitions ing and Randy Allen handling all the testing, zoning and entitlements, Gary has a team he can trust. And he puts his own money behind that trust. “If it’s a property bought for development, we can have anywhere from a quarter million to a million in earnest money and another $1 million to $2 million tied up in getting all the permits and approvals done. That’s all company money,” says McQueen. The team’s thorough investigation ensures the company knows everything about that property there is to know. “Gary is adamant all along that he doesn’t want to leave anything to chance when it comes to what we are buying,” says McQueen. Prime Time for Property Identification. Looking in the rear view mirror, 2005 vs. 2007 is like night and day for McQueen Campbell when it comes to landowner interest in selling. McQueen recalls fights and bidding wars in 2005 over the properties that would meet Gary’s specifications -- in some cases, even over less than grade A properties. But it’s not the same story now. “I see a lot of people who bought the property at the peak with borrowed money, planning to develop. Now, in this slow market, they are learning that they don’t want to be in the development business. There is going to be an enormous opportunity in the next 12 to 18 months and I expect we will be able to get a steal on properties we couldn’t have touched a couple of years ago. And when the market comes back in a couple years, we will be in a good position with prime waterfront real estate at a low cost basis.” Taking Advantage of the “Best Buying Opportunity in a Quarter Century” BY JOHN BENNETT I am pleased to let our readers be the first to know that Waterfront Land Fund Management has made the decision to offer investors the opportunity to invest in our new $1 billion Waterfront Land Investments Fund (WLIF). WLIF II, our newest fund, is being formed in response to the unique and attractive waterfront land market opportunities that are surfacing. Our five-year strategic plan has always been to offer a $1 billion Waterfront Land Investments Fund. We had planned to introduce two waterfront investment funds over a five year period and have the third, $1 billion dollar fund available for subscription in 2012. For the following reasons we have decided to adjust our original schedule: Current Market Opportunities The primary reason for adjusting our funds introduction schedule is to respond to the very favorable opportunities provided by the current downturn in the market. Due to the depressed residential real estate market and the negative impact on private home financing caused by sub prime mortgage defaults, we are now finding opportunities to purchase large tracts of waterfront area properties at discount prices, oftentimes, at 50-60% of the price they were on the market for less than a year ago. We have not seen this type of unique buying opportunity since 1991; we expect it to last less than 18 months before prices begin to escalate once again. Our associated waterfront development company remains one of the largest waterfront developers in the country. We have an excellent reputation and are known for having a well established pipeline to purchasing opportunities. This puts us in a strong position to get a first look at large tracts of waterfront area properties, that meet our purchasing criteria (often before they go to market). Institutional Investor Interest Savvy institutional investors understand this is a “buyers market” and have an appreciation for the returns waterfront real estate investments have historically provided. Our very focused business model, along with Waterfront Communities’ long and stellar track record of successes, has generated a great deal of interest in WLIF II as an investment opportunity. In addition to receiving interest from U.S. investors, foreign investors have expressed interest due to the favorable currency exchange rate against the U.S. dollar. We have been very encouraged by the levels of institutional investor interest from the Middle East and surrounding areas. The significant revenues generated from escalating oil prices coupled with interest in U.S. investments make our Waterfront Land Investments Fund II very attractive. Although we recognize the challenges of introducing and securing investor commitments in a fund of this size, we have decided to accept the challenge. Historically it is only every quarter century that opportunities like this become available. We refuse to let this unique profit making opportunity pass us by. After conducting the analysis, we are confident that we can smartly place a billion dollars over the next 18 months in the United States waterfront area land market and we expect significant profits will be generated for our investors from selling these properties over the following two to five years. Putting His Money Where His Mouth Is Gary Allen gives $2 million to UNC Chapel Hill BY EVELYN FOSTER Gary Allen, CEO of Waterfront Land Fund Management, owns one of the largest and most successful waterfront development companies in the country and attributes much of his company’s success to sales. Because of his belief in the importance of sales to his own success, Gary recently made a $2 million gift to the University of North Carolina at Chapel Hill from which he received his B.A. in 1971. The gift will strengthen the teaching of sales skills to students at UNC’s KenanFlagler School of Business. Gary’s support will provide students with the opportunity to explore sales opportunities and give them the chance to learn from some of industry’s most successful sales and marketing professionals. “I believe that students will benefit from having very successful, real-world sales practitio- 7 ners come into the classroom and give firsthand testimony on what they are doing, how they are doing it, what is working and what is not,” says Gary. “I think it will be interesting, motivational and meaningful and will augment the theories and concepts taught in the classroom.” “Gary’s organization is in a league of its own when it comes to sales.” UNC President Erskine Bowles, who happens to be a Waterfront investor, has dubbed Gary the “Rock Star of Real Estate” in part because of his company’s average annual growth rate of 36 percent. Much of that growth is due to the involvement of the sales and marketing team in all waterfront real estate purchase decisions. Gary knows that if sales and marketing aren’t confident they can --Erskine Bowles sell a property that he shouldn’t be confident in buying it. “Gary Allen’s whole approach to sales — using well-developed data, target marketing, the latest technology, highly focused marketing materials and well-trained sales personnel — has been instrumental in his company’s phenomenal success,” says Bowles. “Gary’s organization is in a league of its own when it comes to sales.” This publication is an introduction of a proposed offering of investments in debt obligations and does not include all of the terms of the investment. Past performance of funds does not guarantee future results. Any offer will only be made by a confidential offering memorandum. THE CURRENT - 2007 YEAR END REPORT 2007 Pictures of the Year Gary Allen pictured with UNC Chapel Hill Board Members in recognition of his gift to UNC Chapel Hill’s Kenan Flagler School of Business. Board members include Erskine Bowles and Nelson Schwab, current WLIF I investors. Palacios, Texas Gary Allen and John Bennett with Jim Hunt, former Governor of North Carolina and WLIF I investor. Gary Allen and President Bill Clinton at a dinner hosted by Former ambassador, Jeanette Hyde, an investor in WLIF I. The charming village of Rockport, a favorite coastal hideaway for wealthy Texans since the 1800's. Palacios boasts a fantastic coastal setting, palm-tree lined bayfront, many parks, fishing and boating activities as well as year-round beautiful, mild weather. 8 Gary Allen presents $2 million gift to UNC to Erskine Bowles, UNC President and WLIF I investor, James Moeser, UNC Chancellor and Steve Jones, Dean, UNC Kenan-Flagler School of Business. Gary Allen and longtime friend, President Jimmy Carter. Gary Allen looks over a model of Durrat Al Bahrain with leadership of the Kuwait Finance House-Bahrain.
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