CONFIDENTIAL MEMORANDUM Summary of* SEQUOIA GOLF HOLDINGS GEORGIA, - - PDF document

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CONFIDENTIAL MEMORANDUM Summary of* SEQUOIA GOLF HOLDINGS GEORGIA, - - PDF document

CONFIDENTIAL MEMORANDUM Summary of* SEQUOIA GOLF HOLDINGS GEORGIA, TEXAS, COLORADO UNSUBORDINATED GROUND LEASE A FULLY AMORTIZING FIRST MORTGAGE LOAN, to CABOT GROUND LEASE HOLDINGS, LLC, and affiliates Secured by first mortgages on real


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CONFIDENTIAL MEMORANDUM Summary of* SEQUOIA GOLF HOLDINGS GEORGIA, TEXAS, COLORADO UNSUBORDINATED GROUND LEASE A FULLY AMORTIZING FIRST MORTGAGE LOAN, to CABOT GROUND LEASE HOLDINGS, LLC, and affiliates

Secured by first mortgages on real property assets subject to and payable from Base Rent payments under long-term unsubordinated Ground Leases

*This Summary is subject to change and will be superseded in all respects by the final transaction documents. All information in this summary is strictly confidential.

Structuring Agent Pinnacle Asset Advisors, LLC JUNE 2012

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Sequoia Golf Holdings

FULLY AMORTIZING FIRST MORTGAGE LOAN

Sequoia Golf Holdings Portfolio Atlanta, Georgia; Houston, Texas; Aurora, Colorado

27 Golf Courses The subject is a fee interest encumbered by a 50-year unsubordinated ground lease improved by 27 golf courses located in Metro Atlanta, GA; Metro Houston, TX; and Metro Denver, CO. There is one ground lease per metro area.

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EXECUTIVE SUMMARY Sequoia Golf Holdings, LLC (“Sequoia” or the “Company”) is a leading owner and operator of entry-level, trade-up, and high end private golf clubs. Specifically, Sequoia owns 27 golf properties (32.5 18-hole equivalents) located as follows; 19 golf properties (22.5 18-hole equivalents) within the Atlanta, Georgia metropolitan statistical area (“MSA”), 6 golf properties (8.0 18-hole equivalents) within the Houston, Texas MSA and 2 golf properties (2.0 18-hole equivalents) within the Denver, Colorado MSA. Sequoia also leases a golf property in both Atlanta and Houston. Additionally, Sequoia manages an additional 16 properties in various markets across the United States and also provides course renovation services through its Sequoia Greenscapes subsidiary. While the balance of this Company Overview provides further information solely related to the aforementioned 27 fee-owned properties, Sequoia’s third-party management company and

  • ther vertical golf-related business’s collectively provide Sequoia with more than $2,000,000

annually in net cash-flow (incremental to the results presented herein). This accretive revenue leverages Sequoia’s executive manpower and back-office support, provides for further expansion of its revenue streams and is an important source for additional deal-flow and growth. For many reasons, Sequoia is a unique and distinguished owner and operator within the golf

  • industry. The following summarizes the key components that differentiate Sequoia and the 27

golf properties: Unique Operating Model – The foundation of Sequoia’s operating model consists of high- quality golf clubs, strategically clustered, offering a unique reciprocal membership wherein all members have complete access across all facilities. Sequoia’s private membership model is targeted at the golfing “masses” (representing ~70% of the nation’s 27 million golfers) with a modest entry fee, affordable monthly dues and unparalleled course variety. This is in sharp contrast to the remaining golf industry that is highly fragmented, with each facility largely

  • perating on a standalone basis (this is even true for the few existing multi-course operators

wherein their portfolio of courses are scattered geographically and offer little, if any, membership reciprocity or operating efficiency). In the markets where Sequoia chooses to compete, Sequoia enjoys dominant market share – within Atlanta Sequoia owns ~ 30% of the private and resort courses with 60 miles of downtown Atlanta while Sequoia owns 100% of the golf facilities within The Woodlands (excludes the high-end exclusive Carlton Woods facility which charges in excess of $100K for membership). Sequoia’s share of members and rounds in

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its respective markets is substantially disproportionate to the competition and is virtually impermeable due to the strategic location and expanse of its course platform combined with its unique membership proposition. Further, Atlanta, Houston and Denver each rank as

  • utstanding markets for golf-related products.

Quality Properties – Sequoia properties represent a collection of premium facilities designed by top architects, including Arnold Palmer, Gary Player, Arthur Hills, Jay Morrish and Robert von

  • Hagge. Prior to acquiring each property, Sequoia invested substantial due-diligence to insure

that each course was well designed with a compelling layout appealing to the majority of

  • golfers. Further, Sequoia’s proprietary analytics expertise carefully screened each location to

ensure it was well positioned in a thriving community complete with positive and upward trending demographics and successful developers. The passage of time has validated Sequoia’s due-diligence, with each and every course positioned in healthy developments with layouts that are well-liked by all members and complementary to other Sequoia properties. All properties have been well-maintained, as Sequoia has continually re-invested in to the properties to not

  • nly maintain the existing facilities, but also to expand the facilities to address the interests of a

broader market. Economies of Scale – Sequoia’s clustering of facilities not only offers its members an unparalleled selection of courses, it also provides Sequoia with enormous operating economies

  • f scale relative to purchase of product, deployment of personnel, design and procurement of

marketing (common brand across the franchise) and back-office support. Sequoia’s cost to support a club is very cost-advantageous vs. the typical single-course operator while also being superior in quality. Proven Track Record – Over 75% of Sequoia’s facilities have been owned for 5 years or more. During this period the course level performance has been enhanced and well established. Despite the economic downturn during the last several years, cash flows at the property have remained steady, strong and predictable. The economic growth projections of Atlanta, Houston and Denver, combined with positively trending golfer demographics (from 2010 through 2025

  • ver 60 million Americans will reach retirement age), will serve to further enhance course level

participation and cash flow going forward. Experienced Management Team – The core of Sequoia’s management team has been in place since 2005 and collectively represents over 100 years of combined experience in the golf

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  • industry. Sequoia’s experience and track record within the industry has enabled it to be the

employer of choice, thus enabling it to attract and retain the best talent in the industry.

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Sequoia Golf Holdings

FINANCIAL ANALYSIS Sequoia Golf Holdings, LLC (“Sequoia” or the “Company”) is a leading owner and operator of entry-level, trade-up, and high end private golf clubs. Sequoia has developed an innovative business model that resonates soundly with the golfing public: for a modest entry fee and affordable monthly dues, members receive private club membership and reciprocal golfing privileges at every property within the Company’s geographic cluster. Sequoia operates its clubs collectively rather than as individual courses with 27 owned golf properties strategically clustered in the Atlanta, Georgia; Houston, Texas; and Denver, Colorado MSA’s. Committed to providing course variety and value under one membership, Sequoia has leveraged its cluster strategy to gain disproportionate market share and to create an experience that no competitor can match. Sequoia has built a powerful network of roughly 20,000 golf and social members through its unique value proposition, mid-tier pricing strategy, and well-known brand. The successful execution of this unique business model has yielded strong margins and has established Sequoia’s reputation for providing quality, variety, and value. In the seven years since 2004, the Company has generated aggregate compound annual revenue and EBITDA growth of 22.9% and 19.6%, respectively. Membership has grown at a 12.6% rate over the same time period. Led by a senior management team (“Management”) that has largely been in place since 2005 and that collectively represent over 100 years of industry experience, Sequoia has seamlessly acquired and integrated 20 owned properties into its operating platform since 2004, including twelve properties in Atlanta, six in Houston, and two in Denver. In conjunction with this impressive growth, Management has instilled significant cost and operating improvements at acquired courses, generating earnings before interest, taxes, depreciation, and amortization (“EBITDA”) growth from $7.2 million in 2004 to $25.4 million in 2011. Furthermore, the Company has invested approximately $40.0 million in capital expenditures during the last 5 years to ensure all properties are in excellent condition. Sequoia is well positioned to continue its track record of generating increased revenue and profitability from existing clubs and acquiring and integrating additional clubs. The figure below presents Sequoia’s historical and projected growth and financial performance for the 27 owned properties.

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Operating and Financial Performance: Operating and Financial Performance (Cont.):

$0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 2004 2005 2006 2007 2008 2009 2010 2011 FEB T12 2012 P 2012 FCST REVENUE EBITDA

REVENUE & EBITDA (000's)

Revenue EBITDA

12 Month Period

100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 2004 2005 2006 2007 2008 2009 2010 2011 FEB T12 2012 P 2012 FCST

Atlanta Houston Colorado ROUND VOLUME BY MARKET

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Summary Financial Performance ($ in Thousands): GROUND LEASE: The ground lease payments are fixed at a rate of $10,925,000 for the first 35 years.

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CURRENT VALUATION: There have been two recent appraisals for the Properties. Based upon an April 12, 2012 dated appraisal, by HVS Golf Services the Properties (fee simple & leasehold) is worth approximately $237,600,000 or $37,595 per acre or $406,154 per hole. Based upon a March 30, 2012 dated appraisal, by Brekan-Nava Group the Properties (fee simple & leasehold) is worth approximately $228,525,000 or $36,159 per acre or $390,641 per hole.

Atlanta Houston Denver Total Total Value 124,600,000 103,400,000 9,600,000 237,600,000 Per Acre 29,700 62,483 20,434 37,595 Per Hole 307,654 718,056 266,667 406,154 Atlanta Houston Denver Total Total Value 120,800,000 98,350,000 9,375,000 228,525,000 Per Acre 28,794 59,432 19,955 36,159 Per Hole 298,272 682,986 260,417 390,641 Atlanta Houston Denver Total Total Value 122,700,000 100,875,000 9,487,500 233,062,500 Per Acre 29,247 60,957 20,194 36,877 Per Hole 302,963 700,521 263,542 398,397 HVS Golf Services Brekan-Nava Group Average

PROPOSED CAPITAL STACK: Upon the creation of the ground lease, the Property will have a capital stack as described below:

Amount Per Acre Per Hole Unsubordinated Ground Lease 115,000,000 18,196 196,581 Sponsor Equity 118,000,000 18,671 201,709 Total Capitalization 233,000,000 36,867 398,291 Proposed Capital Stack (in order of senority) 10 Pinnacle Asset Advisors, LLC

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LEASEHOLD OWNERSHIP & HISTORY: Having recognized a growing market opportunity for affordable, private golf, Sequoia CEO Joe Guerra teamed with Parthenon Capital Partners to establish Sequoia Golf Holdings in 2002 as the platform for its innovative operating model. Mr. Guerra led Sequoia in its acquisition of Canongate Golf Clubs in 2003, which at the time included seven facilities in the Atlanta MSA. Management has since scaled the Company’s Atlanta operations rapidly, which grew to include 16 facilities by 2006 and 19 facilities today or 22.5 18-hole equivalents. Armed with a statistical-based, proprietary demographic valuation methodology, compelling market data and a proven operating model, Sequoia began to explore new geographic areas in 2005 in order to expand the Canongate model beyond Atlanta. Ranked as the 7th best MSA nationally based on golf-related demographic metrics in 2006, Houston represented a significant market opportunity for Sequoia’s cluster strategy. In the summer of 2007, Sequoia entered the Texas market by acquiring (i) The Woodlands Country Club, which operates outside of the Canongate banner, as well as (ii) The Oaks and Panther Trail Golf Clubs (collectively “Oaks/Panther”) which are in the mold of classic Canongate courses. Since then, two additional Canongate clubs, Lake Windcrest GC and Magnolia Creek Golf Club, have been added to the Houston portfolio. In late 2009, Management established a platform in Colorado by acquiring Blackstone Country Club and Black Bear Golf Clubs in the Denver MSA. The Company’s recognized brand and mid- tier pricing approach resulted in significant membership accretion over the last few years despite difficult macroeconomic conditions. All ratings and rankings of individual courses, MSAs, and quadrants of MSAs referred to in this Executive Summary are the result of a proprietary demographic algorithm. The combination of

  • wning 30 courses, plus having financial data on 70+ courses through acquisition efforts has

given Sequoia Golf’s research department enough data to correlate key demographic metrics to profitability through regression analysis. Through continual feedback from operations, together with improved data, this algorithm has been refined over the last five years. This valuation methodology has enabled Sequoia to evaluate multiple deals efficiently or pass on deals quickly and with confidence without straining company resources. Management has successfully implemented an innovative and dynamic business plan that has positioned the Company for continued organic and acquisition growth. Because of their experience in the business, Management has taken deliberate steps to operate in a member- friendly manner. With the understanding that members see their clubs as extensions of their homes, Management makes a concerted effort to facilitate that experience. Led by Joseph

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Guerra, the Company’s seasoned senior Management team holds more than 100 years of collective experience and is supported by a talented and motivated group of employees. Management requires all decisions related to finance, human resources, and membership to be made at the home office. This strategy enables general managers of the Company’s golf clubs to concentrate on enhancing their members’ golf experience. General Managers of Sequoia’s clubs have overall responsibility for golf course operations, including the practice facilities, pro shops, food and beverage operations, and banquet facilities. In addition, general managers work with the home office to prepare monthly and annual budgets and marketing plans. The figure below presents an organizational chart of the Company’s senior Management team and is followed by biographies of each team member. Management Organizational Chart  Joseph Guerra (President and CEO) – Mr. Guerra is the founder of Sequoia Golf Holdings, LLC and acquired Canongate Golf Clubs in 2003. Prior to joining Sequoia,

  • Mr. Guerra served as Co-President and Chief Executive Officer of American Golf

Corporation (“AGC”), where he was responsible for the business development and

  • perations for more than 325 golf courses and private country clubs in four

continents, and management of over 25,000 employees. With over 25 years of

  • perating experience, Mr. Guerra’s executive operations, business development,

and acquisition experience spans all segments of the industry, including daily fee courses, semi private courses, and private country clubs and courses.  Kipp Orme (CFO) – 30 years finance experience, former Senior Manager with KPMG and CFO of a retail business with 1,400 store locations and over billion in revenues.  Ken Guerra (EVP – Marketing) – 20 years’ experience in golf operations and marketing, including 3 years as Executive Director of Marketing with AGC.

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 Brent Reid (EVP - Development) - 14 years of industry experience, previously Dir. of Finance and Strategic Planning with Pebble Beach and M&A with Coopers & Lybrand. Has MBA from Kellogg at Northwestern University.  Seth Churi (COO) – 12 years of industry experience, multi-course level.  Frank Merkel (VP Operations - Atlanta) – 20 years of multi-unit management experience, including East Coast Regional Director with AGC.  Scott McMartin (Chief Acquisitions Officer) – 26 years of golf and hospitality acquisitions experience, previously EVP of National Golf Properties/AGC and Interstate Hotels Corp. Over $1 billion of transactions completed.  Sharon Szymanski (EVP – Sales) – Over 28 years of Public/Private Club including regional / national roles at American Golf and ClubCorp.  Tim Dunlap (EVP – Management Services) – 11 years of multi-course industry experience  Jody Graham (VP - Management Services) – 16 years of multi-course industry experience  Gary Wilder (Chief of Agronomy) – 35 years of industry experience with 29 years as Superintendent of multi-course facilities. Superintendent for 21 PGA Tour Events.  Ryan Smith – (VP – Information Technology) - 11 years of IT experience in the golf industry  Mitch Phillips (VP – Controller) – 20 years accounting and tax experience, former Asst Controller of $300M security company and Accounting/Tax Manager for billion dollar multi-unit restaurant company.  Patti Agey – (Director – Construction / Design) - 11 years Construction Management- Interior Design experience, three years Multi Property Management  Mike Archer (VP - Greenscapes) - Over 18 years of experience in golf and landscape

  • construction. Has managed over $125 million dollars in construction projects and has

been personally involved with high profile renovations at East Lake, Colonial, Southern Hills and many other prestigious clubs.

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MARKET ANALYSIS INDUSTRY OVERVIEW: While participation in golf has been relatively flat since the late 1990s, the industry has demonstrated resilience given the two recessions that have occurred in that time span. Recent macroeconomic conditions have created hardships for course operators at both ends of the spectrum, especially high-end real estate clubs and lower-end municipal and public courses. These hardships have created a distorted negative perception around the golf industry as a whole, despite stable operating performances by many course operators that target the average golfer. In 2010 (2011 rounds yet to be compiled), golf remained the nation’s number

  • ne individual outdoor sport with 26.3 million participants who played over 475 million rounds

in aggregate. The industry experienced a 1% decline in participation from the previous year mainly as a result of new participant turnover which does not reflect the consistency of golf’s core consumer base. Core golfers, those that play at least 10 rounds of golf in a given year, numbered 13.1 million in 2010, or approximately 50% of all golfers. Sequoia’s business proposition of value and variety attracts the Core golfer, as 70% of Sequoia’s members play

  • ver 10 rounds a year. The typical core golfer is in his or her mid 40’s, plays 30 rounds per year,

and earns a household income of $87,000. Last year, Sequoia Golf’s rounds were up over 10%, demonstrating how even moderately positive news on the economy can spur Sequoia’s deep base of Core golfers to further their utilization of Sequoia’s wealth of golf courses. Although industry participation has remained flat, the industry has a vast supply of latent

  • demand. The golf industry as a whole has made a consolidated effort to analyze this customer

base, develop programs to develop players, and lobby Congress as to the value the game brings to the economy. Golf 2.0 is an initiative started by the PGA of America with the goal of increasing golf’s customer base from 26 million to 40 million by 2020. The Boston Consulting Group completed an extensive analysis of the industry and found that 90 million Americans have played golf in the past and that 70 percent (63 million) have expressed interest in playing

  • again. Capturing 25% of this group would achieve the 40 million golfer goal. BCG also found

that 84% of families in the US do not have a golfer. Appealing to women and children will help to capture golfers in this currently underutilized deep pool of potential golfers. Finally, the industry has organized “National Golf Day” in Washington DC, to educate congress regarding golf’s $195 Billion economic contribution to the US economy (more than Hollywood), including the employment of 2 million jobs, $61 Billion in wages, and the PGA Tour’s charitable contributions of $124 million (2008) and $1.38 Billion (overall), more than the NFL, NBA, MLB and NHL combined.

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Core golfers are integral to the future success of clubs, and no platform caters to Core golfers better than Sequoia Golf’s portfolio of clubs. Core golfers serve as an extremely stable participant base and are generally displaced only by illness or death. Sequoia represents a materially different asset than most golf courses. As a network of integrated facilities, Sequoia’s platform is particularly suited for core golfers due to the flexibility afforded by its mid-tier pricing approach and variety offered by cluster strategy. Variety and course quality remain some of the most influential decision-making factors for core golfers when choosing to join a private course. As the number of courses nationwide is expected to decrease by 500 to 1,000 over the next decade, multi-facility operators such as Sequoia can increase their share of core golfers by offering the variety desired without jeopardizing course integrity. Because of Management’s skill in operating a network of golf facilities, Sequoia represents an asset that produces stable revenues and predictable cash flows. Golf Industry Overview Golf Participation by Age in 2009(1) Golfer Average HHI in 2009

Footnote: (1) Percentage of golfers in each age group relative to the population of that age group. Source: National Golf Foundation 2010 Edition (latest report on Age & Income Participation).

Sequoia owns and operates 27 golf properties in Atlanta, Houston, and Denver. Of these 27 properties, 24 operate under the Canongate Golf Clubs banner, which is Sequoia’s mid-tier membership option with reciprocal course rights. The remaining 3 properties constitute the Woodlands Country Club (“WCC”), which is a high-end country club in The Woodlands suburb

  • f Houston. WCC is operated distinctly from the Canongate courses. Each of Sequoia’s

respective geographies is recognized as an outstanding market for golf-related products, as the center of each market ranks in the top quartile of golf MSAs nationally. The Company’s properties are clustered in communities that are generally recognized for providing a high quality of living at attractive costs. In addition to providing 18 to 36 holes of golf at each

7.0% 9.4% 10.2% 11.8% 12.7% 10.1% 5.2% 0.0% 5.0% 10.0% 15.0% 70+ 60-69 50-59 40-49 30-39 8-29 6-17 Golfer Average Age 20.9% 19.9% 17.8% 19.8% 12.6% 9.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% $125K + $100K-$124K $75K-$99K $50K-$74K $30K-$49K > $30K House Hold Income

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property, Sequoia’s clubs offer a full array of amenities, including practice facilities, golf shops, snack bars, dining rooms, banquet facilities and, in many cases, swimming pools, tennis courts and fitness centers. The Company’s 585 golf holes (or 32.5 18-hole equivalents) serve as a cohesive platform, providing maximum operating leverage and a unique value add for

  • members. The Company’s established platform is a premier asset and recognized brand name

in the highly fragmented U.S. golf course industry. At the end of 2010, Sequoia ranked 7th in size out of all multi-course operators. Despite the number of courses managed by these top players, nearly 86% of the industry remains fragmented, as shown below. Multi-Course Operators and Industry Fragmentation It is important to note that while the golf industry itself is extremely fragmented, this fragmentation even exists within most all multi-course operators wherein their portfolio of courses are dispersed geographically and by type (ie. private, public, resort, etc), thereby

  • ffering no meaningful reciprocal-play benefits to members and minimal economies of scale or
  • perating efficiencies. Sequoia’s portfolio stands in stark contrast to both the industry as a

whole and to the other multi-course operators. As Sequoia has acquired 20 courses in the last six years, it has established a centralized back-of- house platform to facilitate bolt on acquisitions. This established platform, along with an

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experienced operating team, enables Sequoia to seamlessly integrate additional bolt-on acquisitions into the Canongate platform as well as to make standalone acquisitions of high-end clubs like WCC. The figure below presents Sequoia’s current owned portfolio of properties. Sequoia’s Portfolio of Golf Clubs

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ATLANTA MARKET The Atlanta MSA was the initial operating geography for the Company and holds the largest concentration of Sequoia courses, with 19 properties (22.5 18-hole equivalents) distributed across the Atlanta MSA. As the ninth largest MSA in the country, Atlanta is home to over 5.4 million people, enjoys the seventh highest median household income of MSAs nationally, and is projected to exceed 8 million people by 2020. Atlanta serves as the natural hub for the Southeast Region, with 14 Fortune 500 companies headquartered in or around Atlanta and many of the remaining Fortune 500 having offices, subsidiaries and/or distribution centers located in Atlanta. Based on the Company’s proprietary regression analysis, North Atlanta ranks among the top 25 quadrants by golf-related metrics out of 1,100 national quadrants analyzed by Management. There are 80.5 EHE private and resort courses within 60 miles of downtown Atlanta, of which Sequoia owns and operates 22.5, representing a 28% market share (Sequoia’s market share is even more substantial when the exclusive high-end private clubs, which are note relevant competitors in this space, are removed from this total). The Atlanta MSA is home to some of the Company’s most notable courses, including Canongate I, the inaugural course that opened for play in 1965. Buoyed by a prominent market position and long history of success, Management sees additional expansion opportunities in Atlanta, particularly across North Atlanta and surrounding markets. Despite unprecedented weather anomalies and modest demand as a result of depressed economic conditions, the Atlanta MSA continues to provide a steady source of recurring cash flow, generating revenue and EBITDA of $45.5 million and $13.3 million, respectively, in 2011. Recent positive movements in Atlanta’s economic environment (for the 12 months ended January, 2012 Atlanta netted 68,400 jobs – the largest growth since 2007 and, for certain job sectors, the largest growth since the 90’s) combined with the aforementioned long-term growth projections bodes well for Sequoia’s performance in Atlanta during the coming years.

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Overview of Atlanta Market

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HOUSTON MARKET Sequoia owns and operates six golf properties in the Houston MSA, including Woodlands Country Club and three other properties under the Canongate banner. Comprised of three individual courses and clubhouses (or 3.5 eighteen-hole equivalent courses), Woodlands Country Club (“WCC”) is a unique asset within Sequoia’s portfolio in that it is not a Canongate property and does not share upstream reciprocal rights with classic Canongate courses. WCC is a high-end private club with an initiation fee of $27,500 and monthly dues of approximately $434. Houston is recognized as an outstanding market for golf-related products due to its temperate climate, affluent population, and ~124 golf courses. The industry-rich Houston area is home to a wealth of companies in the oil and gas, chemical, and medical sectors, providing a strong base

  • f affluent, middle-aged constituents that form the core of Sequoia’s target market. Notably,

seven of Houston’s ten sub markets rank above the 65th percentile of golf markets nationally. More importantly, five of Sequoia’s six Houston properties are located in or adjacent to The Woodlands (located in Northwest Houston), which is ranked in the 91st percentile of attractive golf markets nationally. While the Company’s 144 golf holes (or eight 18-hole equivalent courses) represent a 15.8% market share of private clubs in the overall Houston MSA, Sequoia

  • wns 100% of the golf properties in The Woodlands (excludes the two courses that Sequoia

does not own in The Woodlands that have an Initiation Fee exceeding $100,000). While Houston’s general economic projections rank very high, The Woodlands prospects are

  • exceptional. The Woodlands, which is a 28,000 acre master planned community with a

population of roughly 100,000 and over 100 major employers, has enjoyed a long successful history, consistently ranking as one of the best selling communities in the US (#4 last year). The Woodlands prospects are even brighter with Exxon now building their new world headquarters

  • n a 359 acre property adjacent to The Woodlands that will eventually hold a 3 million square

foot office campus and allow for the relocation of approximately 17,000 employees. Sequoia’s dominant market presence positions it strongly to benefit from the ongoing growth in this market.

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Overview of Houston Market

Footnotes: (1) Members of WCC have access to all courses under the Canongate banner; however, members of Canongate’s classic courses do not share reciprocal rights at WCC.

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DENVER MARKET Entered in the fall of 2009, Denver is an ideal location for Canongate’s value and variety

  • approach. Residents of the Denver MSA enjoy a median household income of $51,000, which

ranks 10th nationally. Sequoia’s detailed analytics indicate that the South and Southeast areas

  • f Denver rank as the 1st and 14th best markets by golf-related metrics in the country. Based
  • n this assessment, Sequoia acquired the Blackstone Country Club and Black Bear Golf Club in

South Denver as part of the Company’s initial investment in the Denver MSA. Black Bear was designed by Jeff Brauer, one of the top-20 golf course architects in the country. Upon its completion in the late 90’s, Black Bear (then known as Canterberry) was rated as a "Top 10 Best New Affordable Public Courses in North America" by Golf Digest. Blackstone Country Club was designed by Jay Morrish, Golf World Magazine’s 1996 Architect of the Year, and it boasts an impressive 35,000 square-foot club house and accompanying banquet, fitness, swimming, and tennis facilities. Management expects to generate revenue and EBITDA of approximately $6.8 million and $1.1 million, respectively, in 2012. Sequoia intends to add additional properties in this very favorable market over time, which will serve to further enhance the performance and growth of Blackstone and Black Bear due to the reciprocal benefits and strategic strength of the Sequoia platform. Overview of the Denver Market

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