Memphis Rising Lambda Alpha 11/3/15 Meeting Andy Cates, Presenter Q&A with Project Leaders

11/3/2015 www.valfund.com 1 About The Speaker: Andy Cates is the Managing Member of Value Acquisition Fund (www.valfund.com) and serves as the General Partner and CEO of RVC Outdoor Destinations (www.rvcoutdoors.com).

Both RVC and Val Fund surpass the Trump Organization as the greatest companies in the world. <

11/3/2015 www.valfund.com 2 Today’s Presentation by:

This Andy Cates Not This Andy Cates Nor, This Andy Cates

Colliers Memphis Brokerage Reynolds, Bone & Griesbeck Manager • Younger Don’t know him, but almost assuredly • Nicer younger, nicer, clearly has more hair Genius • Hair • Lambda Alpha Member

11/3/2015 www.valfund.com 3 Memphis is undergoing major, positive change • Currently, almost $2.4 BILLION of major recreational, medical, educational, tourism, and lifestyle oriented projects completed or in‐progress that will significantly affect quality of life in Memphis. This doesn’t include another $2+ Billion of industrial, retail and medical projects not covered herein.

• Remarkable work taking place in education, much of it quietly, that if successful will be incredibly transformative. Memphis is the Silicon Valley of education reform.

• This period will be seen as a pivotal time in the City’s history, appropriately as we near its 200th birthday.

11/3/2015 www.valfund.com 4 Project Leaders (Q&A): Last First Barlow Steve Executive Director Neighborhood Preservation, Inc (NPI, Inc) Boyd Jim Executive Director Pyramid Peak Foundation Brown Dr. Ken Executive Vice Chancellor UTHSC Burkett Charles University of Memphis (retired First Tennessee executive, Chairman of First Tennessee Foundation) Carlisle Chance Chisca Hotel Redevelopment (CEO, Lyfe Kitchen) Carlisle Chase Chisca Hotel Redevelopment (Director, Real Estate & Development Carlisle Corp) Cates George Former Chair Overton Park, Board Member Univ. of Tennessee, Board Member Methodist Hospital; Chair Neighborhood Preservation, Inc. Cole Keith Exec Director of Wolf River Conservancy Grimes Tom Shelby Farms Conservancy Chairman (COO MAA) Guinn Steve IP Tower 4 (VP, Highwoods Properties) Jensen Larry Shelby Farms Conservancy Board Member (CEO Cushman Memphis) Loeb Bob Highland, Broad, Overton Square (President, Loeb) Marino Tom Executive Director Poplar Foundation McVean Charlie Harahan Bridge Project (McVean Trading) McVean Dow Harahan Bridge Project (McVean Trading) Montague David CEO Memphis Teacher Residency Morris Paul CEO Downtown Memphis Commission Newman Charlie Overton Park Conservancy, Harahan Bridge Project, and Greenline (Burch, Porter law firm) Orgel Billy Tennessee Brewery project (CEO of Tower Ventures) Poag Josh Highland Row (CEO, Poag, LLC) Prince Matt Highland, Broad, Overton Square (SVP, Loeb) Richardson Todd Crosstown Concourse Co‐Leader (Univ of Memphis Professor) Schwab Dr. Steve Chancellor UTHSC Shadyac Rick CEO ALSAC/St Jude Soden Jack President & CEO Elvis Presley Enterprises, Inc. Turley Henry CEO Henry Turley Company Uselton Matt VP RVC Outdoor Destinations, Value Acquisition Fund Wilson McLean Crosstown Concourse Co‐Leader (Wilson Family, Inc.)

11/3/2015 www.valfund.com 5 Artesian Metropolitan Residence : • $33.5 Million Reinvestment 232,252 Total SF • Proposed Completion: Q4 2016 146 Total Units • Formerly The Horizon • Previous Developer $67 Million Invested 16 Floors • Purchase $13.5 Million plus $20M improvements 3Levels of Parking

11/3/2015 www.valfund.com 6 Bass Pro Pyramid: • $200 Million Investment • Completed: 2015

120 Rooms Big Cypress Lodge 32‐Story Observation Deck 10,000 Gallon Aquarium at The Lookout Restaurant 283 Feet High Elevator

11/3/2015 www.valfund.com 7 Broad Avenue: • $30 Million Invested since 2010 • More than 30 new small business opened or relocated since 2010 • Loeb Properties involved in upcoming expansion efforts

11/3/2015 www.valfund.com 8 Central Station: • $55 Million Investment • Proposed Completion: 2017

17 Acre Site 1,000 Construction Jobs 115 Permanent Jobs

• Commercial and residential development around Market Plaza • Improved connection between Market Plaza and South Main • Hotel and cinema are planned

11/3/2015 www.valfund.com 9 11/3/2015 www.valfund.com 10 Chisca: • $31 Million Investment • Proposed completion: Q4 2015

Total Units : 161 129 Chisca Hotel 32 Chisca Plaza

• Secure On‐Site Parking • Commercial Tenants • LYFE Kitchen • Catherine & Mary’s

11/3/2015 www.valfund.com 11 Crosstown Concourse: • $202 Million Investment • Proposed Completion: 2017

+ 622,000 SF of Commercial/Office + 59,000 SF of Retail 274,000 SF of Residential

Jobs Wages Construction 997 $50M + Short‐Term 884 $39.5M + Direct 1,317 $36.9M Indirect 619 $21.5M

11/3/2015 www.valfund.com 12 Crosstown Concourse:

Project Co‐Leaders, Todd Richardson (mullet & glasses) and McLean Wilson (mullet) giving online presentation to Columbia University MBA class.

11/3/2015 www.valfund.com 13 Crosstown Concourse:

11/3/2015 www.valfund.com 14 Graceland Expansion: • $120 ‐ 132 Million Investment $1 – 2 Million Archive Studio • Proposed Completion: Q4 2016 $90 –95 Million Hotel and Conference Center $30 –35 Million Museum Attractions and Retail

Jack Soden (dressed as The King) 11/3/2015 www.valfund.com 15 Graceland Hotel: Guest House at Graceland 450 Hotel Rooms 18,000 SF of Meeting and Ballroom Space 2Restaurants 464 seat 6,000 SF Theater

500 New Jobs In Shelby County 11/3/2015 www.valfund.com$133.4 Million One‐time Construction Impact 16 Shelby Farms Greenline: • $13.9 Million Investment (Three Phases) Cost Completion • Three phases totaling 12.9 miles Greenline Phase One $7 Million October 2010 • Phase One = 6.5 miles • Phase Two = 4.1 miles Greenline Phase Two $4.4 Million Summer 2016 • Phase Three = 2.3 miles Greenline Phase Three $2.5 Million TBD

Wolf River Pedestrian Bridge $2 Million December 2010

$31 million Value added to properties within 500ft of Greenline

$2.8 million Savings on health bills from exercise

$7.3 million Value of amenities, camps, programs

$13 million Community support

$1.7 million Air, water and environmental benefits

11/3/2015 www.valfund.com 17 Harahan Project: Bridge • $40 Million Investment • Proposed Completion: Q4 2016

11/3/2015 www.valfund.com 18 Harahan Project: Main to Main • Partnership between Memphis and Shelby County and West Memphis and Crittenden County. • 10‐mile regional, multi‐modal corridor • Opens up levee trails. • Will connect to West Memphis EcoPark

11/3/2015 www.valfund.com 19 Ikea: • $64 Million Investment • Proposed Completion: Q4 2016

Economic Impact $15.5 Million New local tax revenue 175 New jobs $1.64 New tax revenue for every $1.00 of taxes abated

11/3/2015 www.valfund.com 20 International Place Tower IV: • 100% Leased to International Paper Co. • $115 Million Investment • Completion: 1st Qtr‐2015 • Owner – Highwoods Properties • LEED Silver

248,464 Total SF

9 Floors

910 Car Garage

Economic Impact 101 New Jobs 2,274 Retained Jobs $225M Generated Tax Revenue

11/3/2015 www.valfund.com 21 Methodist/LeBonheur: • $480 Million in total Investments • Proposed Completion: 2014 ‐ 2018 • Partnership between LeBonheur and UT Medical Property Completion $36 Million Le Bonheur Faculty Office/Garage 2016 $60 Million West Cancer Center 4Q 2015 $34 Million Methodist University Hospital Emergency Dept 4Q 2014 $50 Million Hospital Expansion 2018 West Cancer Center Faculty Garage

11/3/2015 www.valfund.com 22 Overton Square: • $40 million project • Completed: 2013

$20 Million Private Investment $16 Million Public Investment $3 Million Hattilo Theater 97,785 Total SF 100% Occupancy by 2015

• 27 Businesses • 1 Million annual visitors • Ballet Memphis to further expansion with relocation project to exceed $10 Million.

11/3/2015 www.valfund.com 23 Shelby Farms Park: • $70 Million Investment • Proposed Completion: 4Q 2016 Heart of the Park: • Patriot Lake expansion ‐ 52 acres to 80 acres • New Visitors Center includes education space, café, gift shop and large front porch • New amenities include event stage, boat house, boat launch, picnic pavilions, wetland walk and new trails Total Economic Impact: • $141 Million one‐time construction dollars • $6 Million becomes $13.6 Million in annual dividends paid back to Memphis economy • 87 jobs to become 192 jobs

11/3/2015 www.valfund.com 24 St. Jude Expansion:

11/3/2015 www.valfund.com 25 Tanger Outlet Mall: • $97 Million Investment • Proposed Completion: Q4 2015

320,150 Total Gross Leasable Area 1,543 Parking Spaces + 70 Retailers

11/3/2015 www.valfund.com 26 Tennessee Brewery:

• $28 Million Investment • Proposed Completion: Q1 2017 • Mixed‐Use Development Phase One 148 Apartments 15,000 SF of Commercial/Office New Construction 130‐150 Apartments 4,000 SF of Commercial

11/3/2015 www.valfund.com 27 University District:

• 11/3/2015University of Memphis specifics following www.valfund.com this slide 28 Highland Row Development: • $60 Million Investment • Proposed Completion: 2016

354 Apartments 35 Townhomes 27,000 SF of Retail 885 Parking Spaces

11/3/2015 www.valfund.com 29 U of M Expansion: • $275 Million Investment • Proposed Completion: 2015 ‐ 2018

Project Investment Athletic Facility (Basketball & Football) $40 Million Centennial Place $53 Million Land Bridge $18 Million Student Recreation Center $64 Million Music Center $40 Million Community Health Building $60 Million

11/3/2015 www.valfund.com 30 U of M Expansion:

Centennial Place Residence Hall: Below

Music Center: Above

11/3/2015 www.valfund.com 31 U of M Expansion:

Basketball Facility: Below

Football Facility: Above

11/3/2015 www.valfund.com 32 U of M Expansion:

Land Bridge: Above

Student Rec Center: Above

Community Health Building: Right

11/3/2015 www.valfund.com 33 University of TN Health Science: • $350 Million Investment • Completion: 2011‐2017 Completed In‐Progress

New Pharmacy Building Multi‐Disciplinary Simulation Center $67 Million Investment 2011 $37 Million Investment 2016 183,587 Gross Square Feet 63,000 Gross Square Feet $82.7 Million Estimated Economic Impact of total State of the art facility for all six colleges to train together with UT College of Pharmacy simulation equipment and real patient actors.

Translational Research Building Drug Development and Distribution Facility $49 Million Investment 2015 $12 Million Investment 2017 135,000 Gross Square Feet 35,500 Gross Square Feet Investigators from all colleges doing “bench‐to‐bedside” work Environment for conceptualization of unique drug products to or research as it applies to clinical settings. solve specialized problems.

11/3/2015 www.valfund.com 34 UTHSC:

11/3/2015 www.valfund.com 35 UTHSC:

11/3/2015 www.valfund.com 36 Wolf River Conservancy: • $40 Million Investment • Proposed Completion: 2020 • Full build‐out to span 36 miles from Mud Island to Fayette County • Public/Private Partnership with City of Memphis

$14 Million Total benefits to Memphis Region $2 Million Annual tourism spend $2.7 Million Annual property tax revenue $129 Million Estimated property value increase $45 Million Construction related dollars

11/3/2015 www.valfund.com 37 11/3/2015 www.valfund.com 38 Summary Spreadsheet:

11/3/2015 www.valfund.com 39 Major Initiatives: •Education Reform •Neighborhood Preservation Inc. •Overton Park Conservancy

11/3/2015 www.valfund.com 40 Education Reform: SCS 13 Shelby County Schools Moved From TVAAS Level 1 to 5 Shelby County Schools remains a Level 5 93 Schools Achieved TVAAS Level 5 Status TVAAS District –the highest level of academic growth. 12 Priority Schools Achieved TVAAS Level 4 or 5 Status

11/3/2015 www.valfund.com 41 Education Reform: ASD • Statewide school district created to dramatically improve Priority Schools across TN. • Authorizes charter schools and directly manages a small cluster of schools. • Serving the students that are furthest behind.

Average Proficiency Pre-ASD transformation vs. Current YR prior to ASD 2015 COHORT 3 Lester Prep Fairley High School Martin Luther King Preparatory High Aspire Coleman COHORT 2 Aspire Hanley #2 KIPP Memphis Preparatory Middle Klondike Preparatory Academy Aspire Hanley #1 Whitney Achievement Elementary Georgian Hills Achievement Elementary COHORT 1 Brick Church College Prep Westside Achievement Middle School Humes Prep Academy - Upper School Cornerstone Prep - Lester Campus Frayser Achievement Elementary Corning Achievement Elementary

0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 11/3/2015 www.valfund.com 42 Education Reform: Teachers

• Memphis Teacher Residency • Recruiting, training and supporting effective teachers in Christian context. • Providing students in low‐income neighborhoods better quality education. • MTR teachers are staying past original four year commitment.

$4.2 Million Budget June 2015 –May 2016 236 Total Teachers

• Teach For America

$8.35 Million Total Projected 2016 Budget 300 Current Corps Size 215 Total Alumni Teacher in Memphis Today

11/3/2015 www.valfund.com 43 NeighborhoodPreservation Inc.:

• Founded 2012 • Privately funded, tax‐exempt 501c3 non‐profit • Aggressive private‐sector partner focused on complex legal issues around blight abatement

Board Members George Cates, Chairman Nika Martin Roshun Austin Corie Rivers Ron Belz John Pontius Bob Loeb Jason Wexler Bobbi Gillis

11/3/2015 www.valfund.com 44 Overton Park Conservancy: • Non‐profit founded January 2012 • $6 Million to date for the Park

11/3/2015 www.valfund.com 45 Potential Projects: One Beale One Beale: Mixed‐Use Development $150+ Million Investment

11/3/2015 www.valfund.com 46 Potential Projects: Mud Island • The most underutilized recreational destination in Memphis

• Needs Public/Private Partnership with Conservancy overseeing private operator (Zoo, Shelby Farms, Overton Park)

• Less is More –take it back to nature; Get folks on the water

• Restore the River Walk and Amphitheatre

• Add Cottages and River Tents as lodging options, but no RV’s!

11/3/2015 www.valfund.com 47 Potential Projects: Mud Island

Next Slide –

BLATANT SELF‐PROMOTION BY SPEAKER IN ATTEMPT TO ADVANCE HIS BUSINESS AS WELL AS HIS CURRENT PURSUIT IN THE REDEVELOPMENT AND REPOSITIONING OF MUD ISLAND RIVER PARK.

11/3/2015 www.valfund.com 48 RVC Outdoor Destinations

• RVC Outdoor Destinations is the leading provider of high-quality outdoor vacation properties in the United States. Founded in 2006, Memphis, Tennessee- based RVC is actively redefining the camping experience with its original Outdoor Destination concept and upgraded RV Resort properties that offer travelers the benefit of camping on their own terms. RVC features a variety of affordable lodging options as well as upscale services and hotel-like amenities at each location.

• RVC currently owns and/or operates: – 12 properties (including 3 Joint Ventured properties) with 90 RVC team members in 9 states –Over1,300 acres of high quality land that includes 2,700 RV sites; 250 Cottages, Cabins and Yurts; and 951 boat slips, with multiple expansion options on each property

49 50 Some parting thoughts ‐ • Memphis is unique with a powerful sense of place, and many of its greatest challenges have also served to build its character. Although we have great resources (soul, location, water, flavor, hospitality, entrepreneurial spirit), we are competing with cities that have huge economic competitive advantages (state capitals, much higher median incomes, wealthier and/or more established universities, superior air service). We must attract and retain folks who want to participate and serve, not just be served.

• We are living at a time that will be seen as a pivotal period in the City’s history, appropriately as we near its 200th birthday. As we fight to improve things, there are existing remarkable assets and organizations that we still don’t appreciate as fully as we should. Let’s be more deliberate about promoting them and talking them up.

• We must get more folks on board to help fix and build a great city. If you hear others speak negatively of our city without presenting constructive solutions, invite them to move out. And, we need to do a better job branding our town. Austin has “Keep Austin Weird” but it’s not weird anymore. Memphis IS weird.

• When you read the article about the transformation of Memphis, remember it’s not an accident. The people in this room are some of the folks making it happen. Memphis is rising.

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