TGIF Rarity Bay
Investment Overview

First-priority preferred units with a 10% annual preferred return and first-in-line capital recovery. Designed for large investors seeking maximum short-term IRR (18.5–22%) with a 36-month exit. $10M minimum. First priority in the distribution waterfall — capital returned before A2, Class C, or Class D.

Preferred units targeting investors with significant capital gains who want a 7-year QOZ hold to receive the 15% basis step-up plus capital gains deferral. 9% annual preferred return. After-tax returns project to 638%+ due to QOZ tax advantages. $10M minimum.

Preferred units for investors seeking complete tax elimination on all QOZ appreciation. 10-year hold qualifies for permanent exclusion of all appreciation from federal tax. 8% annual preferred return. After-tax return projects to 1,365%+. $10M minimum.

The highest-tier preferred units, combining full QOZ tax benefits with a proportional share of Timbertop Land Company's perpetual commercial ground lease income ($6.3M–$8.7M+ annually at stabilization). Designed for family offices and institutional investors. $25M minimum. Perpetual income participation continues beyond the fund exit.

Three-step priority structure: (1) Preferred returns to all investors — $26.1M total, (2) Return of capital in priority order A1→A2→C→D — $100M, (3) Distributable profits split 70% investors / 30% Manager — $132.4M. Total projected investor distributions: $218.8M on $100M invested.

An investor meeting SEC minimum thresholds: $1M+ net worth (excluding primary residence) OR $200K/$300K annual income (individual/household), OR institutional entity with $5M+ in assets. TGIF's offering under Rule 506(c) requires third-party verification of accredited status prior to investment.

A federally designated census tract under the 2017 Tax Cuts and Jobs Act. Investors who deploy capital gains into a Qualified Opportunity Fund within 180 days of a triggering event receive: (1) deferral of the original gain, (2) partial reduction via step-up, and (3) permanent exclusion of all appreciation after a 10-year hold. Rarity Bay sits within a designated QOZ.

When an investor rolls a realized capital gain into a QOZ fund within 180 days, the original gain is not recognized for tax purposes until fund exit. The full pre-tax gain compounds inside the fund rather than being reduced by federal and state tax immediately. At $10M+ scale, this deferral alone generates significant compounding advantage.

The deferred capital gain is permanently reduced based on hold period: 10% reduction at 5 years, 15% total reduction at 7 years. Series A2 units are structured to reach the 7-year threshold and capture the full 15% step-up — permanently lowering the taxable amount of the original gain.

Any appreciation on the QOZ investment itself is permanently excluded from federal tax if held for at least 10 years. For a $10M investment growing to $100M+, the full $90M+ appreciation is federally tax-free at exit. Class C and D units are structured to maximize this outcome. Savings: $7.8M+ per $1M of originally invested gain.

A court-authorized sale of bankruptcy estate assets "free and clear" of all existing liens, claims, and encumbrances. Federal bankruptcy jurisdiction supersedes state court proceedings — used in the Chrysler and GM bankruptcies. Allows TGIF to acquire Rarity Bay without inheriting SPC's three active lawsuits, the Landeaver lis pendens, or any outstanding claims.

The formal governance powers written into a community's CCRs granting the named developer authority over governance structure, architectural approvals, DRB appointments, and community standards. Timbertop Land Company establishes fresh Declarant rights post-close via new CCRs — providing perpetual legal control of commercial operations, governance, and ground lease execution.

A legal notice recorded in public property records signaling an active legal dispute affecting title. Landeaver (formerly Bald Eagle Partners) holds a lis pendens affecting a portion of Rarity Bay's 398 parcels. TGIF is in active settlement discussions to clear this pre-close. The Section 363 sale provides an alternative court-ordered path if settlement is not reached.

The foundational legal document recorded with the county governing land use, architectural standards, HOA/POA structure, and Declarant authority. Every property buyer is legally bound by the CCRs at purchase. TGIF records entirely new CCRs simultaneously with the deed transfer — establishing fresh governance with Timbertop Land Company as the named Declarant.

A long-term lease where Timbertop Land Company owns the underlying commercial land and leases it to operators — golf club, marina, restaurant, retail, wellness — who build and operate facilities on it. Generates predictable, 3% CPI-escalating income. At stabilization: $8.7M+/yr. Same model used by Kiawah Island, Disney's Celebration (FL), and Reynolds Lake Oconee (GA).

A nonprofit organization managing shared community property. TGIF forms a new Tennessee nonprofit POA — fully separate from RBCAI — managed under Timbertop Land Company's Declarant authority. Ground lease revenue subsidizes POA operations, enabling zero initiation fees and $400–$600/month dues vs. $1,500–$2,500 at comparable luxury communities.

TGIF's development approach where Phase 1 lot sale proceeds (months 1–12) directly fund Phase 2 development, and Phase 2 proceeds fund Phase 3 — eliminating the need for ongoing external debt after initial acquisition. 70% of investor capital is projected to return within 12 months, significantly reducing risk exposure duration.

The Delaware LLC investment fund acquiring Rarity Bay through the Section 363 bankruptcy sale. Raises $100M in capital from verified accredited investors via Regulation D 506(c). Led by Magda (Managing Partner), John Hartman (CIO), Tony Cosey (EVP Capital Markets), Mary Jensen (Investor Relations), with BurWil Construction as architect of record and Andes Capital as broker-dealer.

A separate operating entity holding fresh Declarant rights established post-acquisition by recording new CCRs simultaneously with the deed transfer. Legally separate from the investment fund — this separation protects the long-term income structure from fund exit timelines, enabling perpetual Class D income participation.

TGIF's strategic construction and development partner serving as architect of record and commercial developer. BurWil's involvement provides construction execution capability essential to delivering the 36-month development timeline across all three residential phases (600 total lots) and commercial asset buildout.