VaNica Land Co., LLC
Corporation
Virginia Beach, Virginia HQ
Member since
2013
Deals they've closed
0
About
VANICA LAND CO., LLC A Virginia Limited Liability CompanyFormed in December 2005 PRIVATE OFFERING MEMORANDUM Dated January, 2013Pertaining to an offer of a MAXIMUM OF 40 UNITS OF Equity Participation Interests $25,000 - $100,000 PER UNIT MINIMUM INDIVIDUAL SUBSCRIPTION OF $25,000 MAXIMUM AGGREGATE O…
VANICA LAND CO., LLCA Virginia Limited Liability Company
Formed in December 2005
PRIVATE OFFERING MEMORANDUM
Dated January, 2013
Pertaining to an offer of a
MAXIMUM OF 40 UNITS OF
Equity Participation Interests
$25,000 - $100,000 PER UNIT
MINIMUM INDIVIDUAL SUBSCRIPTION OF $25,000
MAXIMUM AGGREGATE OFFERING UP TO $1,000,000
Units as currently priced would provide disproportionately greater ownership interests in the Company to larger subscribers.
TABLE OF CONTENTS
Page
I. VANICA LAND CO., LLC…………………………………..……………..…..5
Experience
II. DESCRIPTION OF THE PROJECT………………………..…………………5
Description
Purpose
Location
Vision
III. Iguana Hills MAP & Lotification.…………………………..……….8
Lot Pricing & Specifications
Title Insurance
Phases of Iguana Hills Development
IV. Notice to investors…………………………………………………..11
Conflict of Interest
Risks
Unregistered Securities
Federal Income Tax Aspects
V. INVESTMENT OPPORTUNITIES……………………………………..…….13
Investment & Ownership Interest - Table I
Time & Money Spent to Date
Money Needed for the Future
Marketing Plan
Return On Investment (ROI)
General and Administrative Reserve Charges
Books & Records
Additional Information
VANICA LAND COMPANY, LLC.
Vanica Land Co., LLC (the "Company") is a Virginia Limited Liability Company that was organized effective December 22, 2005. The company is wholly owned by Edwin ("Ted") Y. Call, who purchased the interest of co-founder John Daspit in November of 2007.
Experience
Ted Call (the "Developer") has managed and/or co-owned five different commercial and industrial companies over the last 25 years, four of which were start-up ventures. These companies were either successfully merged into or sold to other larger companies. He has been traveling to Central America for over ten years, the last six of which have been almost exclusively to Nicaragua. During this time, he has made many professional contacts in Nicaragua, including but not limited to, legal, banking, engineering, architectural and construction. He has employed many of these contacts to bring the project to its near completion of Phase I. As soon as adequate funding is in place, he is relocating to Nicaragua in order to oversee and manage the day-to-day activities of the project.
DESCRIPTION OF THE PROJECT
Description
Iguana Hills is a small coastal development consisting of 28 acres, which is in the process of being transformed into a green, eco friendly community. The front portion of
the property (35 meters above sea level) is flat with a gentle uphill grade to the backside of (lots 3, 4, 20 & 21 – see map on page 8). From there, the middle portion of the property (90 meters above sea level) has an uphill grade that increases slightly all the way up to the backside of La Casita (lot # 40). This grade is perfect, and will allow for some very nice terraced building plans with ocean views. The back portion of the property is more heavily wooded with a "jungly" feel to it, and has a valley running NW to SE with beautiful forest and hill views. Iguana Hills has been surveyed and zoned for 40 lots, 38 of which are residential. Each lot has boundary markers and each home site has been carefully selected to work harmoniously with the topography, and to maximize the scenic vistas. Lots # 40 & 34 are zoned for commercial use, to be developed as "La Casita", the cornerstone of the project. La Casita will be a distinctive Bed & Breakfast with facilities to accommodate twelve people initially. There will be an intimate outdoor common area with terraces, a pool, bar, dining facilities and other recreational amenities for property owners and guests. Five acres have been set aside within the Iguana Hills development as natural green spaces, two of which are for property owners to grow their own fruits and vegetables.
To protect the integrity of the project, there will be a property owners association with Covenants, Conditions, and Restrictions (CC&R's) put into place, governed by a board of directors, which will oversee an architectural review board. The Developer's intent is to insure a comprehensive governance structure for Iguana Hills.
Purpose
This private offering is being made to raise capital for completion of the project.
The Developer believes this project has great potential of profitability for its investors. Iguana Hills is designed to become a travel destination for surfing, golfing, fishing, yoga, horseback riding and rest and relaxation. Iguana Hills will utilize environmentally sound and sustainable practices throughout the project.
Location
Iguana Hills is located on the southwest coast of Nicaragua, approximately 30 miles north of the Costa Rican border. The property is a 2.5-hour drive from the Managua International airport; 90-minute drive from Granada; 75-minute drive from San Juan del Sur and 45 minutes west of Rivas. Nestled in the foothills of the coastal mountain range, Iguana Hills is strategically located at the base of Mt. Majosa, which is a nature preserve. Iguana Hills has breathtaking views of the Pacific Ocean, a lake and Paradise Valley. It is three miles inland from the coast and across the street from Hacienda Iguana Beach & Golf resort. A golf course and two world-class surf breaks are directly in front of the property with many other excellent surf breaks nearby. This part of the coast is called the "Nicaraguan Riviera".
Vision
Nicaragua has long been overlooked as a venue for tourism and business opportunities. However, the country has recently emerged as an international travel destination for tourists and investors alike. Nicaragua has adopted environmental laws and regulations, which are more stringent than its more well known southern neighbor, Costa Rica. The objective is to prevent over development along the coast, and to foster environmentally sound and sustainable developments. Excellent real estate investment opportunities exist in the country and Iguana Hills is a unique representation of such an opportunity.
The Developer's objective is to create an atmosphere whose property owners and investors appreciate and will protect the natural beauty, botany and wildlife of this untouched rural region; an environment that reflects healthy outdoor living while sharing a piece of paradise with like-minded individuals. With a few courageous investors this dream can come true and this beautiful environment can be available to everyone.
Lot Prices & Specifications
Iguana Hills – Nicaragua
Phase One
Lot No.
Acreage
Phase
Price ($)
1
1.19
1
99K
2
1.05
1
95K
3
0.82
1
80K
4
0.38
1
55K
5
0.35
1
55K
6
0.36
1
55K
7
0.34
1
60K
8
0.31
1
60K
9
0.33
1
60K
10
0.3
1
60K
11
0.3
1
SOLD
12
0.33
1
SOLD
13
0.39
1
70K
14
0.42
1
70K
15
0.48
1
75K
Total ($)
894K*
Pre-Construction Discounts
1 Lot - 25% Off List Price
2 Lots - 30% Off List Price
3-5 Lots - 35% Off List Price
* Total Lot sales for Phase I thru Phase III equal $2,552,000 at non-discounted prices.
Title Insurance
A commitment, or binder, for a master title insurance policy relative to the Iguana Hills real estate development has been issued to Ted Call by First American Title Insurance Company (a U.S. company that is authorized to do business in Nicaragua). Individual title insurance policies for the subdivided lots will also be available from First American or through other title insurance companies of the purchaser's choosing.
Phases of Iguana Hills Development
Phase I - 75-80% complete
(Concept, travel, due diligence, establishing professional contacts, legal, accounting, land purchase, Internet site, surveying, permits, etc.)
Phase II - 5-10% complete
(Design, roads, construction of La Casita, planting, etc.)
Phase III - 0% complete
(Room rentals and income from operations, etc.)
NOTICE TO INVESTORS
Conflicts of Interest
The Developer, Ted Call, has been solely responsible for development activities to date in connection with the project and title to the real estate is
presently vested in his name personally, not in the name of the Company. The
Developer has pledged proceeds from the sale of lots and investments to the Company. These proceeds will be used for the benefit of Iguana Hills development and it's investors. Formal documentation has not yet been put into place, pending this offering.
Risks
In general, investment opportunities described in this memorandum involve obvious and significant risks. General economic conditions, either nationally or internationally, may be less favorable than expected in the future, resulting in, among other things, deterioration in the demand and interest of international real estate investments. Nicaragua is the second poorest country in the western hemisphere by per capita income. Its local, regional and national government are considered by many to be corrupt relative to U.S. standards. Political instability and/or corrupt officials, and individuals, could threaten the project's success. Land disputes in Latin America are frequent, especially for oceanfront property.
Risk factors specific to the project include, without limitation: the limited capitalization or substantial net worth on the part of the Company or the Developer Ted Call; the limited experience of the Developer in real estate development, domestically or abroad; the absence of an operating history on the part of the Company; the illiquid nature of membership interests in the Company; and the
exposure to tax consequences under the laws of the U.S. and/or Nicaragua.
Unregistered Securities
To the extent that the interests or transactions described herein may be deemed an offering of investment securities, such securities or transactions are not registered under the laws of the U.S. or the laws of any state.
Federal Income Tax Aspects
The Company is not structured as a tax-advantaged investment or tax shelter. The Company is presently a single member LLC disregarded by the IRS for tax purposes. Upon admission of additional members, the Company would be taxed as a partnership for the purpose of U.S. federal income tax. The investment opportunity presented by the Company is intended to appeal to offerees on the basis of potential long-term economic return without regard to tax consequences.
The Company has not obtained a professional opinion concerning the tax consequences of the investment opportunity described herein. Prospective investors are advised to consult their tax advisors with specific reference to their own tax situations prior to investing in the Company.
INVESTMENT OPPORTUNITIES
Investment opportunities for the Iguana Hills project are broken down into two types of investments:
Opportunity #1: Pre-construction lots with discounted pricing (listed on page 9). This represents the easiest way to invest in the Iguana Hills project, i.e., to become a direct property owner of real estate in the project
Opportunity #2: Represents an equity membership position in Vanica Land Co., LLC via equity participation interests described below. Equity participation interests will be sold to members in three different price ranges, with non-linear ownership positions. The table below shows these three different investment scenarios.
Table I - Investment Amount & Ownership Interest
Investment
Amount ($)
Ownership
Interest (%)
# Of Weeks Per
Year – Free Stay
$25,000
1%
1*
$50,000
2.1%
2*
$100,000
4.5%
3*
* Once rooms are available at La Casita B&B, members will be given free annual
weekly stays depending on their level of investment.
Money Spent To Date
Ted Call, as the single Member of Vanica Land Co., LLC, and the sole proprietor of Iguana Hills, has invested approximately $600,000 to date on the Iguana Hills project. This does not include the thousands of hours spent on the project thus far by Ted Call.
This money has been spent on, but not limited to:
Purchase of property
Creation of the Company
Development and maintenance of Website
Attorney's fees (both in the U.S. and Nicaragua)
Accounting fees
Obtaining clear property title
Surveying, engineering plans and architectural drawings
Permits
Drilling of well and building of preliminary road
Landscaping and maintenance of property
Hiring of a cuidador (overseer & protector of property)
General and administration costs.
The time and money spent to date on Iguana Hills has brought the project to its near completion of Phase I.
Money Needed for the Future
The Iguana Hills project has taken shape as a direct result of the Developer's efforts. However, significant additional capital is required to bring the project to fruition. With the
evidence of increased interest in land sales, tourism and business opportunities in Nicaragua, this is an opportune time to be a part of the Iguana Hills project. All that is needed are investors with the vision and courage to assure its success. Although much of the tedious "red tape" issues of the project have been dealt with by Ted Call, he plans to move to Nicaragua to be present and hands on for the duration of the project.
Originally the total estimated cost for the entire project, including La Casita Bed & Breakfast, zip-line, rental and charter equipment came to $1,200,000. Due to the worldwide economic slowdown the project has been scaled back to a smaller Bed & Breakfast design, which will host approximately twelve guests. This reduced footprint of La Casita will decrease the estimated building costs to $500,000. The project will be developed with an expandable footprint, i.e. the ability to add square footage for additional rooms, and bar and restaurant capacity as demand increases.
The offering will terminate when approximately 40-45% of the Ownership
Interests have been sold or, when $1,000,000 in capital has been raised, whichever
occurs first.
The Developer is willing to discuss, on a confidential and case-by-case basis, any subscription amount or approach that differs substantially from this Memorandum.
Marketing Plan
With adequate investment capital and an aggressive marketing plan, management believes that all remaining residential lots can be sold within 4-5 years. The marketing campaign will include, but not be limited to:
Management residing on-site in Nicaragua
Participating in strategic trade shows that promotes international investment, retirement, and tourism travel destinations
Networking closely with individuals and real estate professionals
Consistent updating and strategic linking of website
Construction of "Phase I" roads will commence, allowing tourists and investors alike, easy access to La Casita's future location and it's magnificent views as soon as the developer returns to Nicar
Team (1)
Sectors VaNica Land Co., LLC serves:
Real Estate
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Member since
2013
Deals they've closed
0
Team (1)