The purpose of this Confidential Investment Offering Overview is to provide a summary of a possible future private investment opportunity that may be made available to a certain limited number of accredited investors. This is not an offer to sell real estate and/or any type of security, partnership interest, public or otherwise.

The contemplated offering, if made available formally, would provide investors with an opportunity to invest in a fund sponsored by BH Equities, an affiliate of BH Management Services Inc., a real estate firm specializing in acquisitions, equity placement, and development of multi-family properties. BH Equities’ portfolio and management currently includes more than 46,200 apartment units in 17 states and is one of the 50 largest, in terms of units, apartment owners in the United States. BH Equities has corporate offices in Texas, Florida, Illinois, South Carolina and Iowa, and has been involved as a principal co-developer of more than 92 partnerships to acquire or build apartment properties.

This project is sponsored by BH New Opportunity Fund 2012, L.P. (“2012 Fund”), a BH Equity entity, that has been created to co-invest with other real estate development/investment companies for the purpose of acquiring, renovating and owning multi-family housing properties throughout the United States. BH Equities has not sponsored a new Fund since 2008, and believes that the current market is an opportune time to raise capital while prices, off their lows, remain attractive; and, where operating prospects are favorable (particularly in the multi-housing sector where demand is increasing and supply is flat). Additionally, financing terms for strong borrowers are very attractive and institutions and investments funds have shown interest in partnering with experienced operators on multi-family investments.

Currently, the Fund has recently acquired or is under contract to purchase a number of portfolios across the country, including thirteen apartment communities across Illinois, Texas, Florida, and Virginia. The Prentiss Creek property, located in Downers Grove, Illinois, is a 700 unit property that was purchased in April, 2011 for $49.3 million. A capital investment plan of approximately $7.2 million is scheduled. The San Antonio, Texas portfolio, consisting of three properties, is made up of 768 units, which were purchased in October, 2011 for $53.65 million. The Villages of Louetta property, located in a fast growing area of north Houston, Texas, is a 300 unit "Class A" apartment community built in 2005, and purchased in November, 2011 for $21.1 million. The property was purchased for under replacement cost, and needs just over a million dollars in improvements.

The Richmond, Virginia portfolio, located in the Near West End area of Richmond, is made up of 2 properties, totaling 748 units. The two properties were purchased for a total of $67.7 million in August and October, 2011. These properties have rehab plans of approximately $4 million. The Central Florida portfolio, purchased in December, 2010 and November, 2011, is made up of 2 properties, with a total of 331 units. These facilities, outside of Orlando, require approximately $4.9 million in renovations. The Pembrook Club Apartments, located in Gurnee, Illinois, was purchased in December, 2011 for $30.3 million. The 280 unit property, located just off of the I-94 Tri-State Tollway, will receive $2 million in renovations. The Texas portfolio, made up of 3 properties in College Station and Irving, Texas, was purchased in July and December, 2011 for a total of $57.45 million. The properties have a total of 1,210 units. These properties will make up the majority of the BH New Opportunity 2012 Fund.

In addition to these thirteen communities, the fund continues to research acquiring additional multi-housing properties, and has the potential to purchase several more before the Fund is complete.

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