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.
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.
FPI Management, Inc
Robert A. Safier
James W. Lane Jr., CPA
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
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
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.
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.
Qualifying as a REIT minimizes corporate level taxes, allowing COGENT BAY INC. returns to exceed those of similar Real Estate companies.
COGENT BAY INC. will provide current income through the payment of cash distributions from low volatility operations with stable demand.
COGENT BAY INC. growth strategy will realize capital appreciation upon the ultimate sale of value added assets.
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.