Retail Presentation 2016_11

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Strategic Holdings, LLC

Strategic Holdings Investment Opportunities

The Potential for Profit is in the Acquisition and Management; The Possibility of Appreciation is Only a Bonus

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Commercial Real Estate Secured FundStrategic Diversified Real Estate Holdings LLC Investors are buying shares in a Non Publicly Traded FundNo Load -No surrender charge/ 1.5% Asset Management Fee Fund owns all Commercial Assets and Notes 8.5%, 10%, and 12% Targeted Preferred fixed Return Plus Series 1D SEC Filed under Regulation D 506 (C) Accredited Investors only

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This is not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in the Private Placement Memorandum (PPM) of Strategic Diversified Real Estate Holdings, LLC. and may not be relied upon in connection with the purchase or sale of any security. Interests in the PPM, if offered, will only be available to parties who are accredited investors (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in the PPM on their own behalf. Any offering or solicitation will be made only to qualified prospective investors pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their entirety. Please discuss this, and all financial matters, with your CPA or investment advisor.

Performance data is for the period 2010-2013 is net of fees and represents past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance data presented. If you want current performance data call us at 805-764-5128, or visit www.StrategicHoldings.com.

We are not required by law to follow any standard methodology when calculating and representing performance data. The performance of the performance of the fund may not be directly comparable to the performance of other private or registered funds. Fund Interests (Interests) are being offered in reliance on an exemption from the registration requirements of the Securities Act and are not required to comply with specific disclosure requirements that apply to registration under the Securities Act.

The Securities and Exchange Commission has not passed upon the merits of or given its approval to the Interests, the terms of the offering, or the accuracy or completeness of any offering materials. Interests are subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their Interests. Investing in Interests involves risk, and investors should be able to bear the loss of their investment. The securities offered are not subject to the protections of the Investment Company Act. All performance advertised is inclusive of all fees and expenses. Securities offered through Emerson Equity LLC, member FINRA/SIPC. Strategic Holdings and Emerson Equity are not affiliated.

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Commercial Real Estate Secured FundSpeakersReal Estate Cycle, Economic Context, Commercial Real Estate Note and Property InvestmentsDerrick B Grner, Esq, Executive Vice President

Sample Investment Properties in the PortfolioJackie Trojanowsky, Chief Investment Officer

Q&A PanelDerrick B Grner, Raul Gamino, and Patty Franklin, Jackie Trojanowsky

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Patty Franklin, EVP Investor RelationsFINRA Securities License 6, 7,63, & 65 for 15 years

Currently Registered with Emerson Equity

Independent Registered Investment Advisor for UBS, LPL, Cambridge, and TD Ameritrade

BS, UCLA in 1995

Financial Planning Designation (PFP), UCLA

MBA, CLU with emphasis in Financial Planning

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Types of RiskSystematic MarketInterest Rate InflationReinvestmentExchange Rate**** Cannot be eliminated by diversificationUnsystematicBusiness FinancialDefaultLiquidityMarketability***Reduced or eliminated by diversification

Traditional Asset TypesCDs Safe, FDIC insuredLow rates = low yield

StocksLiquid, can hedge against inflationCan make moneyCan lose money

BondsSet coupon, fixed ratePrice goes down when interest rate goes up

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Risk and Diversification

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Potential for Monthly Income

Historically uncorrelated to the general stock market

Potential Cash Flow opportunities

High Yield Fund

Provides Diversification by having Commercial Real Estate Exposure across the US and Alternative Investment exposure

Commercial Real Estate Secured Fund

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Derrick B. Grner, Esq.Executive Vice President / General Counsel24 year veteran of the real estate finance industry.

General Counsel & Chief Legal Officer at Genesis Capital, Counsel at Anchor Loans, and before that partner at a large east coast law firm

Nearly 10yrs of real estate finance experience prior to the practice of law in mortgage banking, business development, underwriting, and secondary markets.

Recognized leader in the field, frequently asked to moderate and present at industry conferences throughout the United States; published, quoted, and featured in a variety of publications and trade journals.

Leadership Los Angeles Class of 2014; Greater Miami Chamber Board Member 2010-2012; Leadership Miami Class of 2009; Leadership Jacksonville Class of 2005.

Member of the Florida Bar, is admitted to the United States District Court, Middle District of Florida, and admitted to practice in California as Registered In-House Counsel.

For the past 25 years, my passion has been to build successful companiesYou may be thinking Ive been part of some great financial institutions why commercial real estate and why now?Let me start off with a question please raise your had if you are happy with the rate you are getting on your CDs? MMDAs? Bonds?11

Real Estate Cycle

Targeted Purchase Point

Fundamentals have to drive it up, not QE and/or rock bottom interest ratesConstruction peaked before each crash, while construction has been picking up, we are no where near the peakCommercial tends to lag residential by 18 months or so12

Economic Context

Population growth (Millennial Generation)

Household formation/pent-up demand

Construction below demand

Job and Wage growth

Interest rates are at historic lows

Pent-up demand for apartments.During the recession, many potential renters put off striking out on their own -- # of households under the age of 35 shrunk, even though the # of people in that age bracket kept rising.The hiccup in the rate of household formations has led to a shortfall of roughly 1.7 million households --when these young people finally strike out on their own, with most renting apartments. Estimates are that this pent up demand for apartments ~ 500,000 units. Population GrowthNAREIT estimates the supply of new apartments is still 750,000 units short of keeping up with organic population growth.Construction is still below the demand for new apartments.Historically, the U.S. apartment market has needed roughly 300,000 new units per year to meet demand from renters. Last year, deliveries of new product were 12 percent below historical average delivery levels.More jobs in 2014 than in the previous 17 yearsMore jobs = more renters Less people can afford to buy, so the percentage of renters increases. Also, rates rise when the economy starts picking up. When the economy picks up, rents go up Rates are at historic lows and everyone knows they will rise at some point in time Less people can afford to buy, so the # of renters increasesInterest rates rise when the economy starts picking up (that is when the Fed starts raising its rates to the banks When this happens, rents go up!And seeing all this, we transitioned to multi-family

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Why Multi-family?ResidentialHistorically More CompetitionNo Rental IncomeLess Potential for Profit Multi-familyHistorically Less CompetitionImmediate Potential for Rental IncomeLarger Potential for Profit

Why commercial RE? Why now?In 2008, most of us took a 40% loss on our savingsDuring the recovery phase, when most Investors were paralyzed by their losses, we started investing in the residential market, did very wellThe market was so good, the big boys like Blackrock entered the market, $6 billion, $1 billion in 6 citiesHome flips are great make $30k -- $60k a flipWith commercial it can be a lot more, and, even better, is holding it for annual cash flow, rising rental income, and potential long term appreciationResidential dwindling deals, everyone doing itCommercial less competition than residential and in our niche; Individuals doing the smaller 1-4 unit types; big firms doing the larger deals (they look more at total profit potential vs. % profit potential); our niche is $2-$10M; bigger than the guy working out of his home; smaller than the huge companies; nice profitable niche for us14

Targeted Investment StrategyBuy Value Add Real Estate Targeted Investment Opportunities

Maximize Value and Cash Flow through Proactive Management

Maximize Profitability ( i.e. through Prudent Financing)

Acquire predictable income producing Real Estate InvestmentsPrimary focus on Apartment Buildings (Multi-Family Housing)Target mismanaged properties in viable marketsHigh Cap Rates in Secondary/Tertiary MarketsMaximize value and Cash Flow thru Proactive ManagementCure all deferred maintenanceObtain market rate occupancyObtain market rate rentsExample VA, 1% of units - Cops live for freeMaximize profitability thru prudent financingInterest rates are at historic lowsAs of [date] at St