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The Dream Factory Mill Renovation High Falls Dream Factory LLC The Dream Factory Mill Renovation A Real Estate Development Opportunity Hannah Kirby – [email protected] Dean Jones – [email protected] Brad Mills – [email protected] Mac Jordan – [email protected] The Dream Factory Mill Renovation High Falls Dream Factory 1. Executive Summary The High Falls Dream Factory project is the adaptive reuse of a former cotton mill in Burlington, North Carolina. Development of the site will add entertainment and hospitality venues designed to create a family entertainment destination located on a spectacular stretch of the Haw River just north of the city of Burlington, NC. The development includes: Nine sound stages, administrative offices, studio support services managed by Atlantic & Pacific Studios. Water sports complex including kayaking, paddle boats, docks, and riverbank boardwalk. 70mm, 1000 seat Movie Theater with a live performance stage. 35,000 square feet of performing arts and event space Restaurants, cafes, pop-up retail, and public space The former mill consists of 30 parcels on 20 acres and is located on the convergence of Stoney Creek with the Haw River. The Stoney Creek reservoir is the smallest of the reservoirs that supply water to the city of Burlington. The site also provides access to the Haw River Trail which provides over 20 miles of hiking trails as well as paddling through Alamance County, North Carolina. High Falls Dream Factory LLC was created, in part, to bring investment capital, jobs, and development to an underserved area of Burlington, NC. The company believes that creating a long term venture that encompasses multiple entertainment, trade, service, and technical skill sets, to east Burlington will enhance the community and provide avenues for further economic growth and quality of life for the residents. The 2017 Tax Cuts and Jobs Act established the Opportunity Zone tax incentive program. Under the program, a Qualified Opportunity Fund (QOF) is certified as an investment vehicle, structured as a corporation or a partnership which is organized for the purpose of investing in qualified Opportunity Zone Property. The program provides powerful tax incentives to channel investment in low-income communities, thus spurring job creation and economic development. High Falls Dream Factory, in conjunction with Atlantic & Pacific Studios, plans to collaborate with Alamance Community College to enhance that facility’s vocational training in film and television as well as the skills that support the entertainment industry. As part of the program, Atlantic & Pacific Studio will provide on-site training during the active, shooting and editing of motion pictures and television projects in that company’s pipeline. It is estimated that the studio, dining, event and entertainment center – The Dream Factory – will generate over 200 full time jobs and another 250 production specific jobs. Copyright High Falls Dream Factory LLC – All rights reserved. Page 1 The Dream Factory Mill Renovation High Falls Dream Factory mill renovation is fostered, in part, by the success of another mill development project located about an hour south in the Town of Saxapahaw, NC. The adage of “build it and they will come” has never been truer than with the transformation of this obscure little town into a thriving center for food, live entertainment, the arts, and quality of life residences. Nearly 48% of North Carolinians participate in outdoor recreation and rank opportunities for hospitality such as restaurants and live entertainment important to the leisure time experience. The following is an estimated timeline for completing the renovations to the mill and stabilizing rents. Lease / Purchase Option Execution 08/15/2019 Rough Site Plan 10/15/2019 Finalize Contractor Bids 10/30/2019 Secure Permits 12/01/2019 Complete Renovation minimal build out 03/01/2020 Stabilize Leases 08/15/2021 The High Falls Dream Factory project brings together seasoned professionals with the skills to bring the project to fruition and success. Jordan Properties – Mac Jordan Jordan Properties started managing and developing real estate in 1978 with the development of the historic mill village of Saxapahaw, N.C. Experienced in every aspect of design, development, management, sales and construction, Mac has successfully completed over 200 residential, land, and commercial projects Studio Operations – Dean Jones Dean Jones is a North Carolina native with over thirty years of experience in film and television. Jones has worked on more than ninety (90) feature films and more than one hundred (100) television episodes. Dean’s inspiration comes from his own artistic and entrepreneurial vision as well as being ignited by the many Oscar award-winning Directors he has worked with over the years. For his work on “Star Trek – Deep Space Nine,” Jones won two Emmy’s and earned seven nominations. Physical Operations – Brad Mills Brad Mills is a native of Graham, NC, along with his wife of over twenty-five years, Karen, and their two teenage children. Brad joined his family’s business, United Sprinkler Company, Inc. in 1983. United Sprinkler Company was established in 1967 and has designed and installed Automatic Fire Protection Systems throughout the eastern seaboard for over 50 years. Brad has been involved in commercial construction for over 35 years. HHKirby Real Estate Ventures – Hannah Kirby Hannah Kirby defines her career by one simple principle - anything that can be conceived, can be achieved. HHKirby Real Estate Ventures specializes in structuring investment strategies for real estate development and, very recently, Opportunity Zone projects throughout the North Carolina Piedmont region. With a background in technology, finance, and real estate, Ms. Kirby has been Copyright High Falls Dream Factory LLC – All rights reserved. Page 2 The Dream Factory Mill Renovation recognized by the Council of Economic Advisors, Executive Office of the President, as an expert on Opportunity Zone and Opportunity Fund investment. Financials Current project estimates for the renovation of the mill are $14,870,000. That budget will provide for over 300,000 square feet of leasable studio, event, dining, theatrical, classroom, and office space with a stabilized NOI of $1,800,000 after 4 years. The capital stack is expected to include $5,000,000 in leverage, or 30% of the costs and results in an IRR of 19.7% after 10 years. Equity Investment High Falls Dream Factory plans to raise equity capital through a Joint Venture Agreement with Carolina Opportunity Fund II. The qualified Opportunity Fund has been created specifically for investment in the High Falls Dream Factory project. Carolina Opportunity Fund II, LLC (the “Fund”) is the corporate name of the Fund. The Fund is organized as a North Carolina Limited Liability Company organized in accordance with the North Carolina Limited Liability Company Act (the “North Carolina Act”). Class B Units in the Fund will be offered by means of a Confidential Private Placement Memorandum (“PPM”). The operation and management of the Fund will be governed by a Limited Liability Company Operating Agreement. Under the guidelines for Qualified Opportunity Fund investment, equity investors in Carolina Opportunity Fund II will be required to hold their equity stake in High Falls Dream Factory in order to receive exclusion from capital gains taxes resulting in the disposition of the asset. The Joint Venture Agreement between High Falls Dream Factory and Carolina Opportunity Fund II outlines provisions for the disposition of the asset. 2. Business Objective 2.1. Project Overview The High Falls Dream Factory project is the adaptive reuse of a former cotton mill in Burlington, North Carolina. Unlike many projects of this nature, the former Copland Fabrics ceased operating in 2018 making this site one of the best preserved old mills in the region. The plan for the mill involves turning over 500,000 sf of former factory and corporate offices into film and television sound stages and studio support services. Development of the site will add entertainment and hospitality venues designed to create a family entertainment destination located on a spectacular stretch of the Haw River just Copyright High Falls Dream Factory LLC – All rights reserved. Page 3 The Dream Factory Mill Renovation north of the city of Burlington, NC. High Falls Dream Factory and Atlantic & Pacific Studios have executed a co-management agreement in which A&P will manage the studio space and Dream Factory will renovate, develop and manage the entertainment and hospitality venues. The development includes: Nine sound stages, administrative offices, studio support services managed by Atlantic & Pacific Studios. Water sports complex including kayaking, paddle boats, docks, and riverbank boardwalk. 70mm, 1000 seat Movie Theater with a live performance stage. 35,000 square feet of performing arts and event space Restaurants, cafes, pop-up retail, and public space 2.2 Site Plan Overview The former mill consists of 30 parcels on 20 acres and is located on the convergence of Stoney Creek with the Haw River. The Stoney Creek reservoir is the smallest of the reservoirs that supply water to the city of Burlington. The site also provides access to the Haw River Trail which provides over 20 miles of hiking trails as well as paddling through Alamance County, North Carolina. The southernmost mill building rises nearly 60 feet above the river convergence with spectacular views of the river. The lower mill buildings run northwest to southeast along the banks of the Haw River which provides amble opportunities for outdoor space including kayak and paddle boat launch docks, a boardwalk, cafes and pubs. The northwest entrance to the lower mill space will also serve as the marquee entrance to Atlantic & Pacific Studios. The upper mill also runs northwest to southeast with frontage on two sides on Carolina Mills Road and Carolina Road. With over 150,000 sf of space, the upper mill is leasable “as is” for film, television, music, and/or video production. 3. Business Premise High Falls Dream Factory LLC was created, in part, to bring investment capital, jobs, and development to an underserved area of Burlington, NC.
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