166 Flatbush Avenue

166 FLATBUSH AVENUE

FOR THE FANS SOME PEOPLE THINK FOOTBALL IS A MATTER OF LIFE AND DEATH. I ASSURE YOU, IT’S MUCH MORE

SERIOUS THAN THAT. —BILL SHANKLY When I was a boy in West Orange, New Jersey,

in the years just following the Civil War,

my father annually bought two shotes in the early spring and fattened them for November butchering. The meat was salted down in part, the hams smoked and the balance ground into sausage, which, with buckwheat cakes, was our winter breakfast seven mornings a week.

Each year I spoke for the bladders of the slaughtered hogs.

These bladders we inflated by blowing through a quill. They were the only footballs we knew, and such usually had been the football as far back as it can be traced. From the use of hog bladders rescued from the slaughterhouse came the sport-page term “pigskin,” which still clings to the American football, though neither the bladder nor the outer covering of leather has had for many years the remotest relation to swine.

AS TOLD BY COACH AMOS ALONZO STAGG TO WESLEY WINANS STOUT 2015 CONTENTS

FIRST HALF

THE MISSION ______5

NEIGHBORHOOD ______10

THE OFFERING ______25

LOOK & FEEL ______60

THE MARKET ______68

HALFTIME ______72

SECOND HALF

SOCIAL BRIEF ______76

THE TEAM______80

OPERATIONS ______97

S.W.O.T. ______102

APPENDIX ______104

FINANCIALS ______107

PREPARED BY THE OFFICE OF WARREN RED FOR JP CONCEPTS LLC. [email protected] (917) 331-3881

CONFIDENTIAL 2015 THE MISSION

5 TO OFFER A FUN, INFORMAL AND RELAXED VENUE FOR THE BEST SPORTS VIEWING, GREAT FOOD AND DRINKS AND LIVE MUSIC ENTERTAINMENT.

TO CREATE THE BEST SPORTS BAR IN NEW YORK CITY WITH AN EMPHASIS ON HIGH-QUALITY, CULINARY OPTIONS. TO ESTABLISH A FLAGSHIP WITH STRONG BRAND IDENTITY, UNIQUE VIEWER CONTROL AND QUALITY PRODUCT AND SERVICE, FOLLOWED BY VENTURES IN LAS VEGAS, LOS ANGELES, CHICAGO....

TO BE CULTURALLY, SOCIALLY, ECONOMICALLY AND ENVIRONMENTALLY SUSTAINABLE, SUPPORTING A COMMUNITY THAT SUPPORTS US.

THE SPORTS BAR

For just a second, everything else disappears. You lose yourself completely in that

briefest of moments—your team scoring, that ecstatic realization of their success,

and then anticipation of a potential win overall.

Take your eyes off the ball for just a minute and look at the person next to you.

Watch the expressions that pass across their face as a reflection of the action

out on the field. See them clutch their head in their hands for a narrowly missed

catch in the end zone, or wince when their team’s quarterback receives a bone-

crushing sack. They’ll yell “COME OOOOON!” at nobody in particular, and then

look around to their friends or strangers to celebrate, or share the loss.

9 NEIGHBORHOODTHE

166 FLATBUSH AVENUE PROPERTY LOCATION

Kings Town sits directly across from the 18,000 seat Barclays Center and

neighbors Danny Meyer’s popular “Shake Shack” restaurant. The location

allows a perfect opportunity to capture thousands of sports enthusiasts and

game/event attendees to become the go-to venue in Brooklyn for great

food and a bustling social scene.

In addition to the Brooklyn Nets and the New York Islanders, the Barclays

Center plays host to a range of concerts and special events including

the MTV Video Music awards, college basketball tournaments and corporate

conventions. With over 260 total events annually at Barclays, there is a

tremendous need for a high capacity pre and post event entertainment and

food & beverage venue.

14 PROPERTY LOCATION CONTINUED

Kings Town is easily accessible from all parts of the city via a public transportation hub

and its location at the intersection with one of the highest vehicle traffic counts.

Within a few hundred feet of the venue, the N, Q, R, B, D, 2, 3, 4 and 5 trains in

addition to the Long Island Railroad all stop at the Atlantic Avenue/Barclays Center

stop, where 30,000 people pass each day. Post Barclays events, lines down to the Long

Island Railroad can at times exceed an hour queue, ideally positioning Kings Town as

the choice destination for the many who want to pass the time eating and

drinking instead of waiting.

15 LOCAL HOSPITALITY

Critical mass is the key here — in an area well serviced

by bars and restaurants, our venture captures a market

in an already busy neighborhood.

02 SHAKE SHACK 1515 03 PIZZA SUPERSTAR

04 KULUSHKAT GOURMET FALAFEL 0101 166 FLATBUSH AVENUE 05 BROCCOLINO

0202 06 MCMAHON’S PUBLIC HOUSE 2323 07 EL VIEJO YAYO

BARCLAYS 08 CYPRUS AVENUE

CENTER 09 ALCHEMY 2222 10 UNCLE BARRY’S 1414 03 0707 03 11 CONVIVIUM OSTERIA 0404 0505 12 THE MONTROSE 06 06 13 SUN IN BLOOM

14 GINO’S PIZZA 0808 15 TONY ROMA’S 0909 1212 16 BERGEN DEAN SANDWICH SHOP 1010 1616 17 CHANG YANG GARDEN 1111 1313 18 SUGARCANE 1717 19 BARK HOT DOGS 1919 20 WOODLAND

21 CUBANA CAFE 1818 22 CHERRY TREE 20 20 23 CANTEEN DELICATESSEN

2121 16 02 SHAKE SHACK 13 SUN IN BLOOM (BURGERS, $$) (VEGAN/GLUTEN-FREE, $$)

03 PIZZA SUPERSTAR 14 GINO’S PIZZA (PIZZA, $$) (PIZZA, $)

04 KULUSHKAT GOURMET FALAFEL 15 TONY ROMA’S (MIDDLE EASTERN, $) (ITALIAN, $$)

05 BROCCOLINO 16 BERGEN DEAN SANDWICH SHOP (ITALIAN, $$) (SANDWICHES, $)

06 MCMAHON’S PUBLIC HOUSE 17 CHANG YANG GARDEN (SPORTS BAR, $$, BAR COMPETITOR) (CHINESE, $)

07 EL VIEJO YAYO 18 SUGARCANE (LATIN AMERICAN, $$) (CARIBBEAN, $$)

08 CYPRUS AVENUE 19 BARK HOT DOGS (SPORTS BAR, $, BAR COMPETITOR) (HOT DOGS & HAMBURGERS, $$)

09 ALCHEMY 20 WOODLAND (PUB, $$, BAR COMPETITOR) (AMERICAN — NEW, $$)

10 UNCLE BARRY’S 21 CUBANA CAFE (PUB, $, BAR COMPETITOR) (CUBAN, $$)

11 CONVIVIUM OSTERIA 22 CHERRY TREE (ITALIAN/SPANISH/PORTUGUESE, $$$) (BAR, $, BAR COMPETITOR)

12 THE MONTROSE 23 CANTEEN DELICATESSEN (SPORTS BAR, $$, BAR COMPETITOR) (DELI, $)

17 THE MONTROSE CHERRY TREE CYPRUS AVENUE MCMAHOUN’S PUBLIC HOUSE UNCLE BARRY’S ALCHEMY TRAFFIC COUNT AND VISIBILITY

From a visibility standpoint, 166 Flatbush has few rivals in all of

New York City. The amount of eyeballs seeing the location daily is

comparable to some airports.

UNPARALLELED TRAFFIC AND VISIBILITY STATISTICS:

t 1.8 million visitors to the Barclays Center annually

t 80% of all visitors enter the arena through the main entrance, across the street from Kings Town

t 80,000 cars pass the intersection of Atlantic and Flatbush daily

t 10 million people cross the intersection of Atlantic and Flatbush annually

21 1,982 4,584

46,693 1,426 9,518 8,966 15,900 15,053 6,149

20,701 1,646

3,975

47,491

40,316

21,297

23,800

28,191

2,998 ERSI® TRAFFIC COUNT 4,968 23,481 166 FLATBUSH AVENUE AND VICINITY

Average daily traffic volume. 6,789

22 4,524

24,000

5,497

22,441

24,689 9,055 30,596

4,779

14,691

ERSI® TRAFFIC COUNT MADISON SQUARE GARDEN AND VICINITY

Average daily traffic volume.

29,870 23 23 PACIFIC PARK BROOKLYN REVISED 13 AUGUST 2014

166 FLATBUSH AVENUE THE OFFERING

25 THE MAIN BAR & DINING ROOM

When you were twenty one, you and your best friends huddled in a frozen parking

lot around a glowing grill in anticipation of your football team finally beating

State — and they did. At twenty five you collected your local friends in an adopted

city to mourn yet another game seven loss to their rival — you bought the first

round out of respect. At thirty you held your wife’s hand as she sobbed, watching

the 9 guys she was born to cheer for bring home a trophy and a ring.

At forty you sat after another hearty thanksgiving dinner, with your children and

father at your side, watching a game your parents taught you to love and

everything felt right — the way it kind of always had. These are memories forged

with great food, drink and company. Times you cannot buy but would empty

your bank account for.

26 THE MAIN BAR & DINING ROOM CONTINUED

The bar will be an incubator for these times. A place to gather before or after a

game, concert or event. A space to come together with family and friends when

everyone is, once again, back in town for the holidays or that last friend’s wedding.

Thought-out food and elevated cocktails enhance the experience that is outlined,

like the dusty chalk of a field, by the company you keep. A cold beer is easy to

pour, but the right beer with the right people on the right night — makes memories.

A comfortable, highly designed yet functional area to experience these memories

will engulf you and not only provide a landscape for them, but also become part

of them.

27 CULINARY CONCEPT

Plan Do See’s expertise in conceiving and delivering a best-in-class culinary program will establish Kings Town as a neighborhood restaurant for the local Brooklyn community as well as a destination for Barclays Center event attendees.

Far too frequently, entertainment- focused venues ignore this part of the business, but PDS, with its extensive culinary experience at outlets worldwide and relationships with renowned Chef Advisors will enable the crafting of a menu that is as exciting as the environment in which it is served. From fresh, local ingredients, to an inventive seasonal menu, the culinary options at Kings Town will be unlike anything a traditional sports bar has seen by offering guests a refined yet casual dining experience that is the hallmark of Plan Do See hospitality.

Following in the shoes of leading Brooklyn food purveyors such as Fatty Cue BBQ,

Habana Outpost, and Spumoni Gardens that have all established a presence within the

Barclays Center, Kings Town's goal is to eventually incorporate some of its food offerings in a similar kiosk fashion at the venue.

DN 0605 0807 0706 DN

PU UP

0303

0101

UP 0202

POTENTIAL LIVE MUSIC LOCATION

PU 0404

01 BAR SEATING: 22 04 ROOF ACCESS 02 DINING: 86 05 BACKBAR STORAGE 03 PRIVATE DINING: 10 06 MEZZANINE STAIR TOTAL: 116 07 CELLAR ACCESS

PROPOSED FLOORPLAN: GROUND FLOOR 3,700 sf

31 THE ROOFTOP BAR

Facing Flatbush Avenue from your perch on the roof deck, you watch the masses swirl around one another as they gather, group by group, to traverse the impeccable and neon lit plaza entering the Barclays Center.

Behind you a constellation of strung lights blanket an airy, comfortable open air space — the projection on the massive exposed brick wall glitters your periphery but commands only desired attention. You can smell the enticements wafting from the large, centered grill and pick out spots of conversation from the groups scattered around the deck debating how long they can wait for before themselves attempting the plaza to enter the arena.

32 THE ROOFTOP BAR CONTINUED

All of the seats along the extensive bar are claimed, but no matter — you have found a private nook for you and yours to settle into. Cold (sometimes frozen) cocktails in hand, a plate of picture perfect grilled sustenance in front of you and a warm summer breeze making its home in the space between; it all becomes very obvious — separately these variables make for a wonderful experience, but together and together under the stars, no less, is something you have been desperately missing.

New Yorkers can wax for hours on the importance on a comfortable roof deck with a view. When you add a curated and personable hospitality experience to the deck, you get the unforgettable — Kings Town's rooftop.

0101

0303

DN 01 BAR SEATING: 16 02 02 02 DINING: 48 03 COMMUNAL DINING: 40 TOTAL: 104

0404 04 RESTROOMS DN 05 STAIRS TO STREET

0505

PROPOSED FLOORPLAN: ROOFTOP 2,000 sf

THE DUKE

As you descend into the cellar of the bar you encounter a door to the immaculate kitchen buzzing with controlled fervor to one side; to the other, an unmarked but guarded entrance to a room that is off limits but, if nothing else, intriguing. This is THE DUKE.

Less speakeasy to the stars and more a room to embody the spirit of old New York and the quiet closet cocktail dens that would house the cities A-list on a nightly basis. Perfect cocktails, curated culinary experience and a level of hospitality not seen in New York in the recent past. Colors and scents of rich tobacco, leather and bergamot transport you from the hustle of Flatbush Ave into a hide-out, a haven where you are catered to and decadence is experienced but never spoken of.

This outlet will not be available to all guests, in fact only a very select few, but it will have a soul and a legend attached to it — a ghost of New York’s past clinking a champagne coupe with you in present day.

UP UP 0404 UP

0101

0202

STAFF 0505 LOCKERS OFFICE

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01 PRIVATE DINING BAR: 10 03 RESTROOM 02 PRIVATE DINING: 8 04 SERVICE STAIRS 05 KITCHEN TOTAL: 18

PROPOSED FLOORPLAN: CELLAR FLOOR 800 sf

41 Timeline ANUARY 2016 ANUARY FEBRUARY 2016 FEBRUARY MARCH 2016 APRIL 2016 2016 MAY JUNE 2016 OPERATIONS JULY 2015 JULY AUGUST 2015 SEPTEMBER 2015 OCTOBER 2015 NOVEMBER 2015 DECEMBER 2015 J

9-12 MONTHS

15 JULY 2015 CONSTRUCTION LEASE CLOSE

MAY 2016 MAIN FLOOR + DUKE OPENING

JUNE 2016 ROOFTOP BAR OPENING

42 PRIVATE EVENTS & KEY RELATIONSHIPS

The entertainment and beverage program will be led by Peter Levin (Professor Thom’s,

The Jungle Bar), Jay Zimmerman (Ba’sik, The Breslin, The Standard) and Corby

Thomas (Session 73, Coda) (“PCJ”), with significant experience drawn from their

previous ventures involving “hands on” operational control from inception to

conclusion, as well as sports team affiliation management, booking entertainment,

creating a first class mixology experience and supervising construction and

renovation projects.

The Managing Partners have a combined 30+ years’ experience handling private

party opportunities that they will bring into this venture.

After 15 years of working at “Saturday Night Live”, Peter Levin has made numerous

contacts within the film and television industry. This lends advantages to Kings

Town that few of its competitors can match such as silent investment partners and

publicity agreements.

PRIVATE EVENTS & KEY RELATIONSHIPS CONTINUED

Having demonstrated tremendous success with Professor Thom’s previous marketing

campaigns at the Barclays center, the managing partners have worked feverishly

to build on those established relationships and have come to terms on a partnership

deal with the Islanders. The Barclays Center Private Events/Groups Manager

expressed their excitement for Kings Town, given the high demand for a more upscale

venue to host bigger parties. As part of the package Kings Town will receive:

Kings Town's Logo on the Jumbotron and wrap-around screens during the

2nd period intermission of all Islanders home games.

Two PA announcements during the game to encourage fans to download the Kings Town app and to come in after the game.

A clickable link on the Islanders weekly email blast to all ticket holders.

The designation as the Islanders official home to watch games when the team is on the road.

A quarter season suite to incorporate into our rewards program.

A red carpet opening party with Islanders hall-of-famers, TV coverage by WPIX, as well as the video feed shown on the screens within Barclays.

45 PRIVATE EVENTS & KEY RELATIONSHIPS CONTINUED

PCJ’s relationship with key Barclays managers also allows access to VIP and courtside

tickets that can be used in conjunction with Kings Town's customer loyalty program. The

Managing Partners past bookings have included but are not limited to, “Saturday Night

Live,” “30 Rock,” and “Rolling Stone Magazine” parties, as well as accom-

modating private clients including Britney Spears, Ben Affleck, Jimmy Fallon, Jay Z,

David Bowie, Bono, Victoria Beckham, Tom Brady, Gisele Bundchen, Manolo Blahnik

and Arcade Fire.

46 TECHNOLOGY

“The sports fan has a high sense of entitlement—they want exactly what they want, when they want it, wherever they are.” Says Kelly Perdew, CEO of RotoHog. com, a digital platform developer that designs, implements and markets fantasy services for media and advertising partners.

With mobile technology quickly overtaking traditional websites as the online medium of choice for restaurant goers, we have contracted Hydric Media to build a proprietary app that will be available for free download on both iPhone and

Android devices. Hydric focuses on creating beautifully designed apps that are user friendly and offer unique functionality as opposed to redundant services that may already exist.

$4.6 BILLION ESTIMATED ANNUAL REVENUE GENERATED BY FANTASY FOOTBALL

74.7 MILLION ESTIMATED NUMBER OF NATIONAL FANTASY SPORTS PLAYERS

295 SPORTS-MAD PATRONS

3 DESTINATIONS

1 THE ONLY SPORTS BAR IN NEW YORK CITY WORTH TALKING ABOUT THE RISE OF FANTASY SPORTS

In 2014, 57 million people age 12 and above in the U.S. and Canada played

fantasy sports. Now an estimated 75 million American adults — including millions

of women — play fantasy sports, translating into an annual revenue of roughly

$4.6 billion.

Football and Baseball aren’t the only sports for which there are fantasy leagues.

In any pastime where there is a competitive spirit and a passion for knowledge,

you will find a fantasy league—basketball, cricket, rugby, golf, soccer.

About 85% of gamers play fantasy football

40% will participate in more than one league

The average player is expected to spend $107 on fantasy leagues

58% of players expect to spend an additional average of $64 on food

47% say they’ll spend an average of $60 on booze

THE SNAKE DRAFT

A huge highlight of fantasy sports is the draft. February and August, normally quiet months for the restaurant industry, are busy with fantasy baseball and football drafts respectively. These will be held in the private rooms, where league members will enjoy full production capabilities. The drafts will feature video highlights from key players’ previous seasons, and, as part of the snake draft package, the venue will provide full catering and, most importantly, a master of ceremonies to keep order and to impart a sense of occasion.

LIVE ENTERTAINMENT

Over the past fifteen years, the Managing Partners have developed many contacts

within the New York live music scene, both on the cover and original band circuit.

They believe that the demographic being targeted for the late night hours (mid

twenties to mid thirties in age) will primarily gravitate towards cover music, which

typically appeals to a broader range of patrons versus a music venue restricted

to DJ or live music only.

The initial business plan contemplates a budget for live music based on primarily a

“no cover” policy for nights that will feature live music.

59 LOOK & FEEL

60 A STRONG BRAND

The venue’s brand identity is crucial to its success. All touch- points — be they the interior design, the website, menus, matchbooks and billfolds, the uniforms, even the way customers are greeted at the door — are opportunities to communicate the venue’s values and personality, and develop customer loyalty for a sustainable business.

61 INTERIORS

It seems that much of New York bar and restaurant design is in constant retrograde, delving into the archives of past eras for inspiration. And sports bring a great deal of nostalgia to the surface as we either yearn for the happiness of a former time, or wonder about the generations that preceded us.

Tempting as it is to go down this road, the venue aims to create its own look and feel, dipping into style elements of other eras only occasionally. At this stage, there are no hard and fast rules, except that the venue should be masculine, warm, modern yet not polished, robust, and not over-designed or too stylized.

LOGOS & TYPOGRAPHY

Ticket stubs and pennants evoke a sense of nostalgia in us — they are so distinct

in their style and design, with their limited palettes, nuances of dated printing

techniques and vintage design sensibilities. Typefaces and logos are bold, masculine

and eye-catching. They can be used across every application, be it embroidered

across the front of a varsity jacket or etched into a pint glass.

UNIFORMS

Staff uniforms are an excellent opportunity to reinforce the venue’s brand identity, as well as instill a sense of pride, professionalism and job satisfaction in the staff. “Uniform” is a loosely used term—it’s more about bringing together a unified look with enough variation to allow staff to bring their own style to the job. It’s a balance between function and finding that special something that catches the eye without being over-designed or contrived.

Sources of inspiration lie in bold blocks of color reminiscent of team colors, vintage sportswear and, oddly, 1950s varsity sweaters. The staff aren’t football or baseball players, or cheerleaders, so they won’t be dressed as such.

PDS has a subsidiary, UNIX Tokyo, that specializes in producing uniforms for the hospitality industry. UNIX will work with the team to understand the unique, functional requirements for each area of the venue and craft a bespoke solution that is reflective of our vision.

THE MARKET

68 THE NEW YORK SCENE

While always growing, New York City’s bar culture has been particularly

exciting in recent years. More than ever, the public expects completely

branded experiences, with very close attention paid to interiors, branding,

service and product, to create a cohesive whole.

A handful of New York operators have irreversibly transformed the face

of the bar and restaurant scene in the city, identifying very clearly their

market and building on its needs and aspirations. The trend in “speakeasy

culture” has seen the development of a more boutique-like aesthetic,

a more discerning approach to cocktails and a more personalized level

of service.

69 SPEAKEASY RESTRAINT DIVE INDUSTRIAL THE HUNTING LODGE

PERSONALITY DELICIOUS REPURPOSED BRASSERIE CURATED ASPIRATION HALFTIME

72 1936 Before the eyes of the Nazi leadership, who had hoped to use the games as a source of propaganda for Aryan nationalism, Jesse Owens would claim four gold medals and set records that lasted for more than two decades. Having defeated the Russians—a miracle in itself—Team USA still had to face Finland in the final round for the gold medal. Down 2–1 at the end of the second period, Head Coach, Herb Brooks turned to his players, looked at them and said, “If you lose this game, you’ll take it to your graves.” He then paused, took a few steps, turned again, added, “Your fucking graves,” and walked out. 1980 Team USA defeated Finland 4–3. 2008

“We shocked the world,” said linebacker Antonio Pierce. “But not ourselves.” No one can forget New York Giants’ 4th-quarter comeback to win the 2008 Super Bowl.

The triumphs of a select few, or even just one person, can bring together millions. SOCIAL BRIEF

76 SOCIAL DYNAMICS

The social brief—the playbook for the bar. What makes you feel part of the

crowd, yet not intimidated? Emotional comfort in a crowded place, creating

opportunities to meet new people in spontaneous and natural ways, for

dining and people-watching — dynamics facilitated by good venue design.

The following 1952 Francis Miller photograph shows a large room divided in

two, but with a clear connection thanks to the lack of obstruction between each

side of the bar. A modern island bar design would have this space filled with

row upon row of bottles, denying patrons the opportunity to glance across at

someone else essentially sharing the same moment.

SOCIAL DYNAMICS

Two strangers at a bar, drinking alone, can exchange derisive comments

about the last play, yet not feel obliged to engage in lengthy conversation—

instead going back for another sip of beer and watching the next play.

Sight lines across a room are important for wandering eyes, yet a large

room needs breaking up into different areas to avoid that sensation of being

in a sea of people, stools and tables.

The venue will offer a variety of groupings to facilitate many ways to socialize:

booth seating for more intimate groups, seating at the bar and tables, and,

finally, standing room as the place fills. A private room experience is also

offered, but it is acknowledged that groups in a private room may also feel

like being part of the action. The design of the space should facilitate this.

79 THE TEAM

80 THE BRESLIN PROFESSOR THOM’S

SESSION 73 BA’SIK Peter Levin MANAGING PARTNER

Peter Levin spent his college years managing restaurants throughout Ann Arbor, Michigan. It was there that he developed his management skills and began to comprehend the intricacies of opening a restaurant. After receiving his degree, he put those skills to the test by moving to Hanoi, Vietnam to open The Jungle Bar. Geared towards ex-patriots living in Hanoi, The Jungle Bar quickly became one of the most successful bars in the region. Eager for a return to his roots, Peter eventually came back to his home city of New York and spent the next six years as the General Manager of Session 73, one of the hottest spots on the Upper Eastside.

As GM, he gained invaluable bar and restaurant experience while also making numerous contacts within the industry. In early 2005, Peter started PMP Ventures Bar & Restaurant Group and began viewing hundreds of potential build-out bar/restaurant opportunities in Manhattan. After visiting the former Flamingo East Bar on 2nd Avenue, Peter knew it was a deal that couldn’t be passed up. Within a span of two months he orchestrated the purchase of the business, acquired multiple liquor licenses, and oversaw all of the major renovations required at the bi-level, 4,500sf space.

Opening in December of 2005 under the name Professor Thom’s Sports Bar, he had transformed what was formerly a gothic cabaret club into one of the top sports bars in New York City. Peter has used his savvy PR skills and comprehensive understanding of new technology and social media opportunities to en¬able Professor Thom’s continued growth in the most competitive hospitality industry in the world, most recently having been the most ’checked-in’ sports bar in the country on Foursquare™ during Super Bowl Sunday 2012. Peter has recently been featured on several national cable shows including ESPN’s “Sports Center,” ABC’s “The Rachael Ray Show” and as a celebrity judge on the Food Network’s “Beat

Bobby Flay.” As acting president of PMP Ventures, Peter has developed into a standout figure in the NYC bar and restaurant community.

82 Corby Thomas MANAGING PARTNER

After graduating Dartmouth College in 1996, Corby Thomas launched his career in the New York hospitality industry by working for the Yorkville and Carnegie Hill Brewing companies. He apprenticed as a brewer and soon rose to the title of head brewing operations of both establishments. As the craft beer industry’s growth began to slow in the late 90’s, Mr. Thomas saw an opportunity to take advantage of what he saw as a lack of live music on the Upper East Side and transformed the brewery into Session 73, a bar, restaurant and music venue featuring local bands from the Tri-state area.

Now in its seventeenth year of business, Mr. Thomas is credited with establishing Session 73 as an Upper East Side institution and one of New York’s most successful live music venues. In 2002, he then transformed an old bank into another live music establishment called Coda, showcasing regionally touring acts from around the country. He continued on to open Chetty Red, a Murray Hill speakeasy, and Nectar, an upscale Kips Bay lounge and cocktail bar. Thomas next set his sights high and launched an A-list, tri-level night club called The Social Club, and later, Wonderland.

Corby continues to own and operate Session 73 to this day where he has been a proud partner with many local charities, most notably the Ronald McDonald House where he regularly volunteers his efforts and resources.

83 Jay Zimmerman MANAGING PARTNER

Jay Zimmerman graduated from the School of Hotel, Restaurant and Institutional Management at the University of Delaware before moving to New York City. He was recruited by world renowned entrepreneur Ian Schrager to manage the bars within his hotel group beginning at The Hudson Hotel. Jay was then transferred by the company (now Morgan’s Hotel Group) to Miami to manage SkyBar at the Shore Club hotel and to open The Florida Room in the Delano Hotel.

After South Beach, Jay moved to Italy for a year before returning to New York. He was quickly hired by Andre Balazs to open the Standard New York as its beverage director, overseeing the opening, hiring and operations of The Standard Grill, The Living Room Lounge and the Boom Boom Room. After the Standard was up and running effciently, Jay left the company to open Ken Friedman and April Bloomfeld’s (of The Spotted Pig fame) new venture, The Breslin, where he was the acting bar manager from its inception. He left the group in the summer of 2011 to open his own venue alongside Derrek Vernon of Gallery Bar.

Ba’sik opened in November 2011 and remains a successful neighborhood bar in East Williamsburg offering light fare and classic cocktails to an ever growing population. In November of 2014, Jay opened the Sek’end Sun bar in Astoria, Queens to much fanfare and impressive write-ups in many major publications.

84 WITH THE STYLE

THE KAWABUN NAGOYA

STANTON HOTEL

NEUEHOUSE

AZABU Plan Do See

Plan Do See Inc., founded in 1993 by its current CEO, Yutaka Noda, is a private diversifed hospitality company with global reach. PDS focuses its investment and management activities in three primary areas — Hotels, Restaurants and Event + Banquet Facilities, both on a standalone basis and together within the same property. Presently, PDS owns, leases or operates thirty outlets worldwide from some of the most signifcant cultural and historical icons in Japan to Bali,

Paris, New York, Miami and California.

The frm’s success is founded on its core principles of “Omotenashi,” a service standard of genuine warmth, unobtrusive hospitality and anticipation of a guest’s needs before they make a request.

86 ORIENTAL HOTEL THE LUIGANS FUKUOKA

THE SODOH HIGASHIYAMA Plan Do See has received many accolades including Michelin Star recognition for several of its restaurants, as the room-rate and occupancy leaders for each of its hotels in their respective markets and for the company’s workplace environment. Most recently PDS was recognized in the Great Places to Work Asia poll as the #1 hospitality company to work for and #10 across all industries. Additionally, PDS was awarded the Harvard University Porter Prize in 2011. The Porter Prize, named after Harvard Professor Michael Porter, was established to bestow recognition on Japanese companies that have achieved and maintained superior profitability in a particular industry by implementing unique strategies based on innovations in products, processes, and ways of managing.

Today the company employs over 1,300 associates globally with approximately 40 corporate staff located between its central Tokyo headquarters overlooking the Imperial Palace Gardens and United States office on Park Avenue in New York. Plan Do See has undertaken a focus on global growth with particular emphasis on the Americas. The firm’s U.S. subsidiary, Plan Do See America Inc., is led by Hiro Nishida, a long time food & beverage industry professional and former president of Megu Restaurants. To lead U.S. expansion, Mr. Nishida has been joined in senior leadership positions by Imran Shahab a former Starwood Hotels operations executive, Douglas Rohrer a former Sidley Austin attorney and Credit Suisse banker with significant experience in the hospitality sector and Nicolas Fanucci a seasoned restaurant operator having, among other positions, served as GM at world renown The French Laundry in Napa Valley.

Plan Do See’s mission is to create hotels and restaurants around the world that offer memorable experiences for its guests and together build a lasting, positive relationship with our guests, partners and communities.

88 Hiro Nishida MANAGING DIRECTOR, PLAN DO SEE AMERICA

As the Managing Director since 2012, Hiro Nishida is the executive in charge of all real estate, hotel, and restaurant development. His projects include assuming control of the business deal and F&B outlets at the Marriot South Beach in Miami and opening new restaurants and hotels in key US cities. Previous experience includes branding a Japanese winery in Napa, acting as President of the Megu Restaurant Group that expanded to five different countries (Middle East, India, Switzerland and China), and strategic business development for COMSN (nursing care business).

Imran Shahab HOSPITALITY STRATEGY & OPERATIONS, PLAN DO SEE AMERICA

Imran Shahab (Hospitality Strategy & Operations) – As an adviser and a partner to Plan Do See, Imran facilitates and supports PDS strategy to become a reputable hospitality company in North America. He is also a principal at Experience Hospitality, LLC a full spectrum hospitality advisory company and since its’ formation the firm has executed over 25 engagements with global Fortune 500 Hospitality clients. Prior to 2009, Imran worked for Starwood Hotels & Resorts in several senior executive positions, most recently with W Hotels facilitating operational brand strategy and improvements in New York. Imran completed his post-graduate studies in Hospitality Management from Cornell University.

89 Douglas Roher HOSPITALITY INVESTMENTS & CAPITAL MARKETS, PLAN DO SEE AMERICA

Mr. Rohrer joined Plan Do See America Inc. in 2014 as Senior Advisor for Acquisitions, Development & Capital Markets. He provides a multi-disciplinary set of competencies and professional experience across commercial real estate project feasibility assessment, capitalization, and joint venture structures. With over $4 billion in transactions experience, he has served as Managing Director and Co-Head of the Commercial Real Estate Group at Citadel Securities, lodging sector and capital markets advisor at ARHospitality Capital, commercial real estate banker at Credit Suisse and as a real estate finance attorney with Sidley Austin LLP and Squire, Patton Boggs LLP.

Lilly Agnick NATIONAL DIRECTOR OF HUMAN RESOURCES, PLAN DO SEE AMERICA

Lilly comes from the Gansevoort Hotel Group in New York City, where she was Corporate Director of Human Resources. Prior to that, she worked for Starwood Hotels & Resorts at St. Regis Deer Valley in Park City, Utah and at SLS in Beverly Hills. At Plan Do See, Lilly is responsible for developing human capital initiatives and infrastructure to include compliance, recruiting, employee relations, compensation/benefits and training & development.

Interior Designer

Parts and Labor is a full service design firm specializing in hospitality, commercial and retail spaces. Based in New York City, Parts and Labor offers a bespoke, bare-knuckled and straight forward approach to high end design, focusing on unique and highly customized interiors, furniture and lighting. In 2009 partners Andrew Cohen and Jeremy Levitt sought out to start a company whose foundation is built upon their relationships with fellow designers, fabricators, and most importantly their clients. Their goal is that each product embodies integrity, originality and a love of design.

Cohen and Levitt bring over 20 years of furniture, lighting and interior design experience that has been recognized in publications such as Interior Design Magazine, Architectural Digest, Wallpaper, Surface and Hospitality Design and many others. Their breadth of work has ranged from custom residential furniture and lighting to large scale international hospitality projects. They’ve received the 2012 Wave of the Future award by Hospitality Design Magazine, Travel + Leisure’s Best Restaurant Design of 2013 — Honorable Mention for Atera and Esquire Magazine’s Best New Restaurant of 2013 — The Elm. And most recently PLD has been nominated as finalist for ’Most Outstanding Restaurant Design in 2015’ by the James Beard Foundation for The Grey in Savannah, Georgia.

Beverage Consultant

North+Lands is a creative collective that embodies the highest levels of cocktail service and drink making with understated elegance not normally associated with modern-day craft cocktail making. North+Lands views the bar not from the perspective of the Bartender, but from that of the guest. Interaction with the guest, creating a unique experience, and conjuring up pleasant memories through service and drink creation are the cornerstones of the North+Lands ethos. Having successfully created many acclaimed bar, wine, and service programs at establishments throughout the United States, North+Lands strives to push its craft cocktail programs further into the upper echelons of fine service, cocktail experimentation and establishment sustainability and profitability by striking a balance between what guests want and staying on the cutting edge of craft cocktail making.

North+Lands understands that The Bar is about so much more than just a cocktail. It is an all-encompassing endeavor. North+Lands fluency with dealing with high-profile and high-demand guests at an elevated level of service is an essential aspect to this project. This is about creating more than just a drink; it’s about creating a Night for the guests. It’s about giving them exactly what they want, before they know they want it. It is not about bravado and showmanship (with North+Lands, that is implied). It is about creating a space that, for guests, emotes the ethos that represents North+Lands: Understated. Elegant. Perfect.

94 OPERATIONS

95 PCJ, LLC Operations and Contributions

BARCLAYS CENTER:

— Utilize established relationships with the marketing and events departments at Barclays Center to maximize exposure opportunities before and after each event

— Work with the Barclays Center ticketing department to incorporate interesting rewards items into Kings Town's loyalty program such as a private backstage tour of the facility

PUBLIC RELATIONS:

— Research, interview, hire and oversee the appropriate publicist to generate high-profile client events and ensure the maximum and most significant press mentions possible

— Work with PR firm to curate The Duke and its client base, creating a level of hospitality currently not offered elsewhere in NYC

ONLINE MARKETING

— Leverage customer analytics and accrued data collected from our loyalty network with various different brands to achieve the highest possible impression ratios

— Use pre-established relationships with the Barclays Center in combining social media campaigns to reach the largest amount of people possible

96 MEDIA

— Continue to build on the long list of major sports media connections currently in place to receive maximum television, radio and online exposure

— Design, promote and manage Podcast/Radio station to be built within the storefront

COLLEGE SPORTS

— Capitalize on the relationship with the U Michigan Alumni club as well as former Michigan athletes in

making Kings Town a destination for Michigan athletics viewing parties

— Establish partnerships with additional colleges and universities to attract alumni events

— Connect with several NCAA conferences, including Big 10, ACC and Atlantic 10, in ensuring ample patronage and private events during mini-tournaments, conference tournaments and NCAA Tournament games at Barclays Center

97 Plan Do See Participation & Resources

In addition to crafting the culinary concept, Plan Do See, with its vast operational infrastructure, will also bring the following resources to this venture:

FINANCIAL REPORTING & BOOKKEEPING

— As a global company with private equity and banking relationships, PDS implements best-in-class financial controls and reporting procedures which include complete integration of Payroll Processing, BOH Purchasing Systems, POS Systems with The Paper Chase, a leading third party bookkeeping system on a monthly and quarterly basis

— Tax preparation through HLS Global, a renowned international firm

HUMAN RESOURCES AND OPERATIONS

— Provide turnkey solution for all employee and staffing issues to be in compliance with local regulations

— Leverage existing F&B relationships and network to recruit, interview, onboard, train and fill key and supporting personnel positions

— Utilize the firm’s scale to optimize Human Resources and allow for centralized payroll management, health and related benefits savings, insurance placement and retirement plan participation

98 MARKETING & BUSINESS DEVELOPMENT

— Actively participate with the management team in a unified marketing and PR strategy

— Inclusion of the outlet in Plan Do See’s portfolio of operations to raise international consumer recognition and drive business to the outlet through cross marketing with its other operating locations

ONGOING OPERATIONS

— Use customer relationship management software to track and continuously improve the guest experience

— Update menus as necessary

— Create buzz and memorable experiences

99 S.W.O.T.

100 S.W.O.T. Analysis

STRENGTHS

— Project centrally located in Brooklyn across Barclays Center with high visibility — Easily accessible through all modes of transportation — Multi-purpose food and beverage, entertainment and event venue to attract business year-round — Experienced project partners in joint venture with proven track records — Innovative culinary philosophy — Relatively high barriers to entry given available real estate suitable for F&B facilities and cost to acquire or lease — Global reach through Plan Do See Inc.

WEAKNESSES

— Many other dining establishments in the area — Seasonality of sporting events

OPPORTUNITIES

— Significant residential and commercial developments underway in the neighborhood to drive business to the venue and increase corporate demand for private event spaces — Continue growing partnerships with Barclays Center, sports conferences and college alumni networks

THREATS

— Overall food and beverage expenditures and private-hire demand dependent on the general economy, consumer spending and corporate budgets

101 APPENDIX

102 Architect of Record

Laurence G. Jones Architects, PLLC is an architecture firm formed in 1994 and incorporated in 1999. With over twenty five years of professional experience, the firm’s founder, Laurence G. Jones, brings his expertise to each project enabling his team of professionals to handle the complex needs of a diverse client base. Projects include the design of corporate interiors, restaurants, retail spaces and educational facilities. The firm has also completed the construction of new commercial buildings as well as building additions and alterations. LGJA takes a comprehensive approach to each project, tracking work from its earliest schematic phase through its construction to DOB and Landmarks Commission approvals, final sign-offs and punchlist completion.

Commercial Kitchen Consultant

Founded by Cody Hicks, Hicks Design Group is a consulting firm in NYC with over 25 years of experience in the planning and design of food service facilities. Their portfolio includes a wide variety of food facilities such as culinary schools, hotels, restaurants and corporate clients. Recent projects such as Tom Colicchio’s Beachcraft Restaurant, Heritage Steak, Riverpark Restaurant, Topping Rose House, Jean-Georges Vongerichten’s The Mark Restaurant, Todd English’s Ca Va Restaurant have provided Hicks Design Group with a unique expertise in the design of restaurant facilities.

103 Morgan Fischer OWNER’S PROJECT MANAGER

Morgan Fischer is a real estate and construction professional with over 30 years of experience. In 1994, he partnered with Rallye Motors Group to entitle, design and build an upscale community on Long Island’s North Shore. Then in 2003, Morgan co-founded Envision Studios, a technology based company as an add-on to Beth Melsky Casting. In this capacity, he identified and built-out offices/casting studios in New York, Chicago, and Los Angeles. From his experience in the real-estate, construction, technology, and operations arena, Morgan created Forrester Construction Management, known today as Forrester Urbane. Most recently, in his capacity as an Owners Representative, Morgan represented IEX Trading (the newest stock exchange in the U.S.). Using his pre-construction and construction expertise, he managed the entire project including lease negotiations, vendor buy-outs, oversight planning, daily build-outs and close-out phases. Through his company, Morgan has been able to capitalize on his 30 plus years in the industry to act as a business owners’ representative, providing companies with exceptional out-of-house operational and real-estate services. Morgan is a graduate of Roger Williams University.

The Paper Chase BOOKKEEPING AND REPORTING SYSTEM

The Paper Chase is the leading, customized bookkeeping and real-time operating performance reporting system in the food and beverage industry. From issuing invoices to monitoring bank accounts to creating monthly and annual fnancial reports among other capabilities, the platform provides effcient, accurate, reliable and comprehensive third-party reporting.

104 FINANCIALS

105 Build Out Expenses

CONSULTANTS

Design ...... Parts and Labor ...... $175,000 Architect ...... Laurence G. Jones Architects, PLLC ...... $59,000 Structural Engineer ...... Rodney D. Gibble Consulting Engineers ...... $35,000 MEP Engineers ...... 2LS ...... $59,000 Audio/Video/Tech ...... TBD ...... $25,000 Expeditor ...... Outsource ...... $35,000 Third Party Inspector...... Outsource ...... $24,500 Food Service ...... Hicks Design ...... $28,000 Cocktail Program ...... North Lands ...... $64,000 Menu Research ...... Chef Hung ...... $50,000 App Development ...... Hydric Media ...... $125,000 Owners Rep ...... Morgan Fischer ...... $75,000 Branding ...... TBD ...... $80,000

106 Build Out Expenses CONTINUED

SOFT COSTS

Legal (Lease) ...... Vandenberg & Feliu ...... $55,000 Legal (Corporate) ...... Robert Weinberger Law PLLC ...... $15,000 Legal (Liquor) ...... Krongold & Palillo ...... $7,500 Liquor Licenses ...... SLA ...... $15,000 Security Deposit ...... Pintchik Associates Ltd...... $183,000 First Months Rent ...... Pintchik Associates Ltd...... $61,000 Insurance Deposit ...... $10,000 Working Capital ...... $200,000

HARD COSTS

Build Out ...... $2,000,000

OTHER PURCHASES AND ITEMS

FF&E ...... $250,000 Audio/Video ...... $200,000 Kitchen/Ansul ...... $400,000

TOTAL ...... $4,231,000.00

107 PREPARED BY THE OFFICE OF WARREN RED

WARRENRED.COM