Bald Eagle Partners Purchase of 108 Oldfield Lots from TI This summary is from the two community board members of the OCA. It is based on conversations with TI and Bald Eagle Partners. The community board members do not have access to certain of the transaction documents. Summary of Transaction • TI sold 108 lots in Arrowhead and Lakeside to Bald Eagle , a private equity fund • TI retains ownership of 37 lots • Transaction closed 2 weeks ago after 3+ months of due diligence Bald Eagle Conclusions re Oldfield • Great amenities, property in good condition based on Bald Eagle engineering evaluation • Solid management & staff • Financial condition a positive • Lots in Arrowhead and Lakeside undervalued • Great low-country architecture • Multi-generational community a positive OCA (key facts prepurchase) • Dues of $2290/$2040 • Board of 5 – 3 TI and 2 community • TI has option of funding deficit vs paying OCA dues on lots owned until Turnover • Turnover by 12/31/15 • Common Expenses include annual contributions to Capital Reserve • 32 lots (#468-499) removed by Crescent OCA (Bald Eagle deal) • Full dues ($2040) immediately on 76 lots • Dues on 32 “re-annexed” lots (#468-499) as each lot is sold but no later than 48 months from closing • TI will likely elect to fund the deficit and not pay OCA dues until Turnover • One of TI’s Bd seats will be filled by Bald Eagle • Math: $155,040 increased dues revenue (2013 budgeted deficit pre-reserves of $136,125) Club (key facts pre-purchase) • Dues $4,560/$4000 • As Declarant, no obligation to ever pay dues on owned properties • As Sponsor – Obligated to pay deficit until Turnover – No obligation ever to fund reserves • Pre-Turnover, no assessments allowed Club (Bald Eagle deal) • Bald Eagle will become the Declarant – no dues on the 108 lots until a lot is sold • If Bald Eagle purchases lots from 3rd parties, dues obligation triggered on such lots • TI no longer Declarant will pay dues on 37 lots • As Sponsor, TI obligated to fund the deficit • Math: $148,000 club dues revenue based on 37 lots (2013 projected deficit of $318,538) Other Deal Facts • Bald Eagle here no later than early December – Will discuss sales and marketing • Bald Eagle will hire Gateway for sales • ARB standards continue • Plan to build some spec homes with local builders Summary OCA Club Now Members $2290/$2040 $4560/$4000 Bald Eagle - 76 $2040 None TI – 37 None $4000 Bald Eagle -32 $2040 None TI – 37 $2290 $4000 Future Questions • • • • • Does BE have free rein to implement its marketing plan without input from TI or residents? Answer: As long as BE is not making statements that are factually incorrect (especially re the docs) -- yes. Does BE as a big purchaser of lots have any responsibility to the community? Answer: none that we are aware of. Is there a deal that permits future lot consolidations? Answer: no. If TI sells additional properties to BE, are Club dues payable on these properties? Answer: as we understand it, no. Does TI's builder spec program continue on the 21 identified lots? Answer: currently under review by TI. New Slide: Incremental Minimum Dues Resulting from Bald Eagle (BE) / TI Deal DUES OCA:BE 2014 2015 77 77 2016 2017 2018 32 Dues on 77 lots for 2 years prior to 12/31/15 OCA turnover Re-annexed 32 dues paying lots as of 10/22/17 Club:TI 36 36 36 36 36 Guaranteed dues on 36 lots for 4 years; thereafter until Turnover either BE pays club dues on 109 lots or TI pays club dues on 36 lots. After Turnover, BE pays club dues on 109 lots.