Company Structure

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Cogent Bay, Inc., in association with 3N Realty Advisors, LLC, due to strong demand, improving occupancy and increasing rental rates, we will target Apartments for Investment with favorable demographics, limited supply and access to capital. As an apartment REIT, we can expect several years of both internal and external growth. Out subsidiary Partnership will invest in alternative energy businesses that produce electricity from photovoltaic cells.

COGENT BAY, LLC Regional Center & Compass Pointe Off Campus, LLC

Compass Pointe Off Campus, LLC (the “Company”, “CPOC”) was organized in March 2014 as a California limited liability company with a primary business objective to develop student housing for persons attending the University of Merced California.  Construction of the buildings represents the Phase I activity of a larger multi-phase plan established for the complete development of the Compass Pointe Off Campus Apartments with an additional 128 units.

After an estimated twenty-four months of construction, the new apartment Building will contain approximately 95,000 rentable square feet of apartment space, including 24 one bedroom/one bathroom, 48 two bedroom/two bathroom, and 24 three bedroom/two bathroom units in this phase. The new apartment Building will then serve as student housing to the students of UC Merced California.


Management Team

David Sowels

Mr. Sowels is a 40 plus year veteran of the California real estate market, having personally sold over $100,000,000 in commercial and residential real estate since first becoming a licensed real estate broker in California in 1970. In addition to founding the company, Mr. Sowels remains a Principal and founder of both Compass Pointe Off Campus, LLC a real estate brokerage firm, and Exsolarent Energy Group, INC. a solar energy firm. Both Compass Pointe Off Campus, LLC and Exsolarent Energy are located in Fairfield, California.

Within his real estate experience in the States of Texas, Arizona, Nevada and California, Mr. Sowels has completed development of over $24,000,000 in custom and estate homes, and has also completed commercial developments of over $32,000,000 including an AC Transit headquarters building in Oakland, California. Mr. Sowels is currently the manager of two companies, a CPOC. and Exsolarent Energy Group, INC. Mr. Sowels is currently licensed as a real estate broker in California and maintains the GRI designation. He is also included in other ventures such as Waterfall Vineyards and Private Residence Clubs.

Mr. Sowels has served on the Oakland Economic Development Committee, and is a former Director of the Oakland Board of Realtors. Mr. Sowels is an active member of his church and homeless ministries. An avid tennis player, Sowels currently resides in Fairfield, California.


Hassim Robinson
Fund Investment Advisor
 
Hassim Robinson has over 15 years of business experience, including 10 years in the real estate industry. Hassim Robinson has made numerous real estate investments since the early 2000’s. Hassim and his companies have purchased, rehabilitated and sold numerous properties such as:
· Single Family Investment Properties, his companies have successfully  rehabilitated and resold several homes.
· Residential and Commercial Development, where he has owned and invested in developments in Georgia and California.
He has particular expertise in project planning and management, business development, financial analysis and capital acquisition and utilization. He is often consulted to help formulate and critique business plans and provide his perspective on various real estate investments. He has developed extensive knowledge and key relationships in the sector since then, and is fully dedicated to the sector. He has evaluated and analyzed dozens of developments during that period, and understands the characteristics of a successful deal. Hassim is a graduate of San Francisco State University.

Nichole Robinson
Fund Investment Advisor
 
Nichole Robinson has over 10 years of business experience, including 8 years in a real estate industry. Nichole Robinson has made numerous real estate investments since the mid 2000’s. Nichole and her companies have purchased, rehabilitated and sold numerous properties such as:  
· Single Family Investment Properties, her companies have successfully  rehabilitated and resold several homes.
· Residential and Commercial Development, where she has owned and invested in developments in Georgia and California.
Nichole’s multidisciplinary approach and creative strategies have contributed to the completion of millions of dollars in real estate development. Tenacity, skill, years of proven experience, and collaboration are what drive her companies. During the past 8 years, she has identified home-buying trends, secured prime development land and has designed and developed residential housing projects. As a real-estate developer-entrepreneur, she has experience in all levels of land development and home building, including property level feasibility, due diligence analysis, acquisitions, financing, entitlements, product creation & and general contracting. Nichole is a graduate of University of Alabama.

 

Doug Boyer
Doug Boyer Construction
 
Mr. Boyer has been a licensed General Contractor since 1981 with project emphasis in single family residences, apartment complexes, and commercial development and redevelopment projects. Mr. Boyer has developed, built and owned apartments in several communities within Merced and Fresno Counties. He has built single family sub-divisions in excess of 1200 homes in the City of Los Banos and approximately 300 homes in other local communities. Doug Boyer Construction is well renowned as the premier custom home builder in the area adding to the multidimensional ability of his firm. In recent years, medical facilities, government offices, and commercial projects including restaurants, a veterinary hospital, and numerous retail commercial structures have been a main emphasis. Recent projects include Merced County Child Support Services, Merced County Human Services Administration (Veteran’s & First Five), Merced Cancer Center (linear accelerator), Handford Adventist Hospice and the King’s County Behavioral Health facilities among others.
 
Doug Boyer was a Police Sergeant, prior to forming the construction business and has worked closely with the community for many years building strong and deep relationships. These relationships, including City and County departments, continue to assist him in creating an excellent working atmosphere within each department necessary for development.

 


FPI Management, Inc

 
FPI is a privately owned, exclusive third party, multifamily property manager.  FPI currently manages 73,500 units located in twelve states (Alaska, California, Colorado, Idaho, Montana, Nevada, New Mexico, Ohio, Oregon, Pennsylvania, Virginia, and Washington).  The portfolio consists of 38,500 market rate and 35,000 affordable units.
 
The corporate culture of FPI Management is grounded in integrity, equity, and doing the right thing. These values have been the hallmark of the continued success of FPI Management since 1968.  There exists an enthusiastic spirit in the heart of this company, with its clients, employees, vendors and business affiliates.
 
In an economy that ebbs and flows with such dynamic force, business organizations, come and go. In this environment, FPI has developed its presence as a leader and integral contributor to the property management industry.

 


Dennis Treadaway

FPI Management
 
Mr. Treadaway has been the Chief Executive Officer in charge of FPI Management since 1972. He is responsible for the development of the signature company culture that is unique to FPI Management. Through motivation of the executive team: Portfolio Managers, Accounting, IT, HR and Administrative Support, Mr. Treadaway assures that the objectives of the FPI Management clients are being achieved.

 


 

Robert A. Safier

Investor/Developer

 

Robert A. Safier is an Investor and Developer who has rehabbed numerous homes in Yolo and Placer Counties in Sacramento Valley. Mr. Safier was also investor/developer of a 28 unit residential project and 1 acre of commercial land that was sold to a Denny’s Restaurant in Solano County.  
 
Robert Safier has been associated with Premier Commercial Real Estate Services in Fairfield, California.  Premier is a team of professionals with over 100 years of experience in the commercial real estate arena. Premier offers a full range of services, including Industrial, Office and Retail Leasing, Property Management, Subdivision Land Sales, Development Consulting, Investments and Investment Property Sales.
 
Mr. Safier was the owner of Trust Deed Investments from 1990-2003. T.D.I. was actively involved in the purchase and subsequent resale of trust deeds to investors and the company brokers and/or originated real estate loans.
 
Robert Safier has a plethora of financial and development experience to speak of that includes Vice Presidency of Western Financial Development, Inc, Presidency of Solano Development Group,   and Vice Presidency and Chief Financial Officer or Heritage Financial Development Inc.

James W. Lane Jr., CPA

Advisor

Mr. Lane is the Director of Federal Tax for CEMEX. He Manages the Federal income tax, compliance, provision, and IRS Audits for US totaling $4.5 Billion in sales annually.  He managed the completion of four IRS audits.  Two of the audits were closed with no adjustments and a third with $27M in additional deductions.  The fourth was closed after having the IRS agree on the implementation of the regulations that resulted in only a $1M increase to taxable income versus the original $4M adjustment proposed by the IRS. He has coordinated and hired consultants to handle property tax filings and appeals for our $40M property tax liability each year. Mr. Lane complete various tax reports for upper management and provide several memos on the tax consequences of possible business transactions and accounting changes the company is considering. Mr. Lane has a Bachelor of Science in Business Administration from the University of Missouri – St. Louis, St. Louis, Missouri. He was the President of Laclede Gas Company’s Management Club in 1997 and is currently a Member of the Board of Advisors – Tech Services Inc.


Gene Hilliard, CRC

Advisor

Gene Hilliard has been the Defined Benefit Plan Participant Level Financial Advisor at Emerge Financial Group since 2005 where he provides defined benefit education, enrollment seminars, retirement planning goal setting, asset allocation techniques, and retirement distribution strategies. Mr. HIlliard is also the Financial Advisor for H.D. Vest Investment Services, Inc where he performs Market services by asking for referrals from current clients; meeting prospects at community functions; responding to inquiries; developing promotions; presenting financial planning seminars, Assesses client’s’ financial situation by gathering information regarding investments, asset allocation, savings, tax planning, retirement planning, and estate planning; evaluating risk tolerance, Develops financial strategies by guiding client to establish financial goals; matching goals to situation with appropriate financial plans, and Obtains clients’ commitment by explaining proposed financial plans and options; explaining advantages and risks; providing explanations; alleviating concerns; answering questions among other tasks. Mr. Hilliard received his  Bachelor of Science in Sociology from California State University Hayward.


John S. Taylor

Project Manager

Over the past 25 years, John Taylor has successfully managed a Concrete Accessories Manufactures & Construction Supplies Distributorship, been a Manufactures Rep and Concrete Contractor. Mr. Taylor is an experienced Sales and Operations Manager with a great professional reputation. John Taylor has extensive experience in all aspects of the Northern California and Northern Nevada Construction and Industrial markets.  He has spent the past 20 yrs building incredible professional relationships with the leading Bay Area General & Specialty Contractors, State & Local Municipalities, Facility OEM’s, Refineries, Architectural and Engineering firms and Material Suppliers.  Mr. Taylor has background in the following disciplines:  Div #1 General Requirements, Div #2 Site Construction & Demolition (Structural & Environmental), Div #3 Concrete Protection & Repair, #7 Waterproofing, #9 Coatings and Div #14 Material Handling & Transportation.  Additionally, John Taylor’s distinguished 20yr service in the US Naval Special Forces has prepared him for any career challenge.


EB-5 Investor

Investment Requirements:

Amount the investor has to invest for the EB-5 program.

The investor is required to invest a minimum of $1 million; however, if the investment is located in a Targeted Employment Area (TEA) or qualified rural area, then the EB-5 applicant may invest a reduced amount of $500,000. Most CMB Regional Center investments are claimed to be located in TEA’s and qualifies for the lower threshold investment. However, some are not located in a TEA and require the full $1,000,000 investment. EB-5 defines a high unemployment area as 150% of the national average unemployment level. A simple state’s letter that the area is a qualified high unemployment area is not sufficient it must be backed by verifiable statistical data the area qualifies.

The job creation requirement for every investor is ten new American jobs.

Each foreign national EB-5 Investor must create at least ten new full-time American jobs. If the investment is not located in an approved Regional Center the jobs must be directly within the specific entity that receives the EB-5 investment. If the investor uses a Regional Center to make the investment, the job creation requirement of ten jobs still exists; however, the investor may utilize both direct and indirect job creation to fulfill the USCIS job creation requirement. Additionally, the Regional Center may use reasonable economic methodologies to prove the indirect job creation.

The investor’s funds for the investment must be from a lawful source.

The investor must demonstrate that the capital is in fact from a legal source. For example, the funds cannot be derived from a criminal enterprise. An investor may receive a gift of funds; however, the USCIS will require information and will track the source of the funds from the person who granted the gift. Loans are also credible source of funds, but the investment in the enterprise cannot be used as collateral or be pledged in any way, and the loan must be a “real” commercially viable loan.

The investment must be at risk.

The EB-5 applicant’s capital investment must be truly at risk. Guarantees of return of any capital to an investor are strictly prohibited. This would include buying interest in houses or condominiums as this constitutes a redemption agreement. Any guarantee of the return of EB-5 capital investment will negate the “at risk” requirement of the EB-5 law and the investor’s petition will be denied. Further, there can be no redemption agreements or reserve accounts. The enterprise must meet the requirements as a new commercial enterprise.

A new business is defined as one that was formed after November 29, 1990; and it must be a for-profit enterprise formed for the ongoing conduct of any lawful business. Under certain circumstances the law allows for expanding an existing business. As well as saving American jobs by investing in a narrowly defined “troubled” business.

The law states the foreign national investor must participate in management of the new commercial enterprise.

The applicant must have some involvement in the management of the new commercial enterprise. This is the reason most Regional Centers investments are formed through limited partnerships; the act of being a participant in a limited partnership (L.P.) satisfies the USCIS requirement of having a role in management of the partnership. Nearly all L.P. ‘s require the limited partner to vote on certain key issues.

Must the investor qualify as an accredited investor?

To be compliant with certain government agencies investors should be sophisticated enough to understand the complex issues involved with this type of investment. Therefore a good test for an accredited investor is investors meet the requirements for defining an accredited investor. As an example “accredited” investor, as that term is defined by Regulation D of the Securities Act, which means any investor meeting at least one of the following conditions:

any natural person whose individual net worth (or joint net worth with that person’s spouse, if applicable) at the time of purchase exceeds $1,000,000; or

any natural person who had an individual income in excess of $200,000 or joint income with that person’s spouse in excess of $300,000 in each of the two most recent years and who reasonably expects an income in excess of $300,000 in the current year; or

any other “accredited investor” as that term is defined in Regulation D as adopted by the Securities and Exchange Commission; or

Has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Units, and of making an informed investment decision, and does not require the use of a Purchaser Representative.


Compass Pointe Off-Campus, LLC

The Company is guided by this Business Plan and governed by its Limited Liability Company Operating Agreement. Its sole Managing Member Compass Pointe Off Campus, LLC, manages the Company’s business and affairs. CPOC Members shall hold rights, powers, and duties normally granted to Members of Limited Liability Company. Accordingly, Members” of Compass Pointe Off Campus, LLC Capital a limited liability company (the “Company”). This Operating Agreement (the “Agreement”) is intended to govern the relationship among the Class A and Class B Members, of this Company and between the Company and the Class A and Class B Members, pursuant to the California Limited Liability Company Act, as amended from time to time (the “Act”).

As described in this Business Plan, the Company has structured the preferred equity loan and all other aspects of the new commercial enterprise in an effort to allow participating foreign investors to qualify for residency pursuant to the EB-5 immigrant visa program. The Company believes this Business Plan, together with all of the related offering documents, provides a credible and comprehensive description of the proposed structure, operations, management, investment, and job creation activities contemplated by the new commercial enterprise.


REIT Structure

Qualifying as a REIT minimizes corporate level taxes, allowing COGENT BAY INC. returns to exceed those of similar Real Estate companies.


Current Assets

COGENT BAY INC. will provide current income through the payment of cash distributions from low volatility operations with stable demand.


Capital Appreciation

COGENT BAY INC. growth strategy will realize capital appreciation upon the ultimate sale of value added assets.


Value Proposition

COGENT BAY INC. will seek to achieve net annual returns from both income and capital appreciation, which meet or exceed comparable REIT returns, and provide a low correlation to other asset class returns with limited volatility.


Competitive Advantages

REIT Structure Offers Income and Tax Advantages

  • Distribute at least 90% of its taxable income for each year to investors
  • Avoid federal “double taxation” treatment of income.
  • Government Incentives and Tax Credits
  • Maximize the use of available government incentives, Accelerated depreciation of capital expenditures.
  • Feed-in-tariffs (and similar programs available to clean energy producers).
  • Experienced Management Team
  • Includes industry-leading professionals in the fields of banking, energy, real estate development and corporate law with a proven track record as both principals and advisors in a variety of sectors, including syndication and energy development and operations.

Additional Portfolio Diversification

  • Attract investment in clean energy generating assets in a tax efficient REIT structure, and provide additional diversification through the underlying real estate investment.

Portfolio Composition

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