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gurel@aesisgroup.com
gurel@post.harvard.edu
(312) 246-5160
1 September 2007
Confidential
The document does not represent a prospectus or an an offer to sell the securities
and it is not soliciting an offer to buy the securities in any state where offers or sales
are not permitted.
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OUTLINE
EXECUTIVE SUMMARY
THE BUILDING
THE CRO
INVESTMENT FINANCIALS
ANCHOR RFP
LETTERS OF SUPPORT
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EXECUTIVE SUMMARY
2. A contract research organization (CRO) that four years ago had annual
revenues of nearly $20M is the sole tenant of the building but has recently
reduced its operation to a minimal level of activity. This CRO requires
restructuring. The building and CRO – despite the unusual “fire-sale”
circumstances – are fully FDA certified.
3. The business plan involves purchasing the building and the assets of the CRO,
restructuring the latter to function in about 10,000 sf and leasing the
remaining space to life sciences (biotech & medtech) startups and
development stage companies.
4. Revenues to the investment parties will also accrue from equipment lease
fees, management services (shared business services) and, of course, CRO
fees to tenants as well as external clients.
5. Because rental rates can be quite low (perhaps 50% less than other
incubators which have to recoup the full cost of their capitalization) and the
facilities are of such high quality, demand for this space is anticipated be
extremely high. Only the very best companies will be permitted to lease and
stay within the building.
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incubators – whose business model is limited to rental income – this unique
facility will tie tenancy to the achievement of development milestones and
thus the value of each tenant will be accretive not only from a rental basis but
also from the value-added equity position.
8. In short, the mission of this unique facility, the associated CRO and advanced
incubator model is to be the leading Life Sciences Accelerator in the nation.
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The ‘Innovation Gap’: Preventing Ideas From Untimely
Deaths
By Ogan Gurel, MD MPhil
As published by MidwestBusiness.com on May 29, 2007 and syndicated in
the Wisconsin Technology Network, the Redington Life Sciences Newsletter
and also found on the Life Sciences Chronicle Blog
CHICAGO – The Memorial Day holiday is a paradox – both solemn and joyous.
It honors those who have fallen in military service to their country. With
fluttering flags at gravestones and taps in the air, it is the most solemn of
holidays. It unofficially starts the summer season. With sparkling weather
framing joyous graduates, family picnics, the Indianapolis 500 and baseball
pennant races, the holiday holds its own festive note as well.
I don’t think anyone has figured out how to greet people after the holiday. It
doesn’t quite sound appropriate to say: “Did you enjoy the weekend?” It
sounds overly somber and presumptuous to say: “Did you have a reflective
weekend?” This seems to strike the right tone: “I hope you had a restful
holiday weekend.”
I wish it were restful for me as I spent at least part of the weekend thinking
about the topic for today’s column. It addresses another paradox – the
“innovation gap” – which is a term originally coined by Mary Good (the former
undersecretary for technology in the U.S. Department of Commerce) about
the biopharma and medical technology industries. One solace to a less-than-
restful weekend was the realization that this innovation gap problem, which
has vexed many over the past decade or so, will certainly not be solved over
a holiday (particularly one spent with family and friends at picnics and other
events).
What is the paradox of the innovation gap?
In an era in which the potential for truly revolutionary medical breakthroughs
has never been greater, the realization of such potential appears to fall far
short of its promise. While fundamental discoveries such as genomics,
molecular medicine and related R&D spending grow exponentially, the
number of novel drugs and products reaching the market continues to
decline. While some call it the sparse pipeline problem, that is only one
manifestation (the tail end) of the innovation gap.
A few definitions are helpful. This is according to the National Institute of
Standards & Technology (NIST), which has published an excellent study on
the situation:
“Invention” [is] shorthand for a commercially promising product
or service idea based on new science or technology that is
protectable (though not necessarily by patents or copyrights).
“Innovation” [refers to] the successful entry of a new science- or
technology-based product into a particular market.
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The innovation gap represents the inability to take fundamental inventions at
the level of the university research lab or an entrepreneur’s initial idea into at
least the preliminary stages of commercial development. Roughly speaking,
there are two underlying causes for the innovation gap: one financial and the
other operational.
The financial reason concerns a relative lack of funding for the phase
between invention and innovation. The operational reason relates to
organizational, managerial and technical factors that tend to impede the leap
from invention to innovation. While the two factors are certainly related to
each other – one can think of it like the chicken or the egg issue – it is useful
to address each one separately.
The Gap Financing Problem
After 1995, the overall proportion of seed-stage deals (then about 16 percent)
fell dramatically (4.54 percent in 2006), according to the recent MoneyTree
survey. The survey outlines total venture capital invested, seed-stage deals
and the percentage of seed money to total money. Indeed, most innovation
gap financing comes from angel investors, corporations and government
rather than venture capital firms. This financing problem has been noted by
many university technology transfer experts. “There are absolutely
tremendous technology opportunities coming out of the university,” said
Michael Cleare, who is the executive director of science and technology
ventures at Columbia University. “We need more commitment and
mechanisms to tap into that intellectual capital.”
Multiple factors have led to the gap financing problem. These include:
1. A world awash in capital. One would think that more capital would
mean more funding. The opposite has actually happened. Lower
interest rates have resulted in a decisive shift toward debt-based
financing.
As I commented earlier on the private equity boom, it makes no sense
to apply debt financing to innovation projects for which there is no
immediate prospect of revenue to service that debt. Every newspaper
splash about the latest mega deal means a lot less money is deployed
toward earlier-stage projects.
One corollary to the debt-leveraged private equity boom is the investor
preference for acquisitions rather than equity plays. On Monday night,
Charlie Rose spoke with Warren Buffet in which Buffet outlined the
Berkshire Hathaway investment strategy as being decisively focused
on acquisitions.
These days, investor sentiment (which often likes to follow Buffet) is
decidedly biased toward acquisitions. This really only makes sense
when those acquisition targets are revenue-generating concerns.
2. Mega deals. While the headlines are dominated by multibillion-dollar
mega deals, there certainly are smaller private equity and venture
firms out there. Nonetheless, even the smallest of venture funds have
progressively gotten larger in the deals they are able to do.
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Due diligence (and all the other attendant aspects of doing a deal)
takes time and money. As many entrepreneurs know, most venture
funds will not even consider deals that are less than $10 million in size.
There is also a correlation between size of the deal and the maturity of
the underlying business.
Early stage deals typically are not large.
3. Inefficient risk assessment. As technology gets more complex and
as the cost of evaluating risk becomes greater, it is a challenge to
properly evaluate risk for early stage companies and appropriately
allocate equity, value and consequent investment.
While inefficient markets harbor the possibility of great returns, capital
typically stays away and at the very least exacts an onerous risk
premium on fledging projects.
The gap financing problem is a serious matter that results in projects
lingering on in university labs. Ideas that do make the leap often do so after
at least a year of pitching venture funds. The exhaustion and equity hit at the
end of the tunnel is so typically great that the all-important motivational
spark becomes subtly if not actually extinguished.
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Call to Action: How to Accelerate Medical Technology in
Illinois, Beyond
By Ogan Gurel, MD MPhil
As published by MidwestBusiness.com on May 30, 2007 and syndicated in
the Wisconsin Technology Network, the Redington Life Sciences Newsletter
and also found on the Life Sciences Chronicle Blog
My MidwestBusiness.com editor, Adam Fendelman, has asked for this column
by 1 p.m. As teenage parlance would go, I need to “get busy”! Adam is a
great editor. He gives me writing freedom and edits gently yet masterfully. He
runs a tight ship, too, and if people don’t deliver, he’s not happy.
While this column usually appears biweekly, the topic of putting a fire under
biopharma and medical tech development justifies a double dose this week.
What will it take to accelerate biopharma and medical technology
development?
What kind a fire can we light under the feet of already highly motivated
clinicians, scientists, investors, government and business folks? Is there more
we can do?
A related problem is the relative dearth of biopharma initiatives in Illinois and
the Midwest. Of course, we have Abbott Labs and Baxter along with GE
Healthcare up in Wisconsin and Eli Lilly down in Indianapolis. Certainly there
is no dearth of start-ups in the area as well.
More than a year ago and right after the mega BIO 2006 conference in
Chicago, I wrote a column about the Midwest as innovation central. Even so,
most people will cite San Francisco as the nation’s focus for biotech while
route 128 outside Boston, the Research Triangle in Raleigh-Durham and the
pharma alley in New Jersey remain recognized leaders in the life sciences.
Even these storied bastions of biopharma and medical technology still
grapple with the innovation gap problem written about on Tuesday.
I’ve also previously written about how the private equity boom has potentially
shunted funds from early stage innovation, in agreement with others such
as professor Gary Pisano of the Harvard Business School about how
conventional venture funding paradigms may not fully meet the needs of
fledging biotech businesses and about the need for new business models to
accelerate development.
I have mentioned how efforts by groups such as Michael Milken’s FasterCures
organization could potentially help accelerate the path to cures and solve
such problems as the innovation gap. Even FasterCures – with millions of
dollars from major players such as the Gates Foundation and the Sumner
Redstone Charitable Foundation – has accomplished little with its millions.
FasterCures apparently hasn’t given a speech since January and its last
posted publication was in Oct. 2005. Its most recent president’s letter was
issued last fall, which was cloaked in an underhanded way as a politicized
critique of the war in Iraq. While Iraq is an important issue, let’s not confuse
our priorities.
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It’s easy to be negative. Here’s where the fire under my feet is leading me. I
would like to share with you a proposal to help accelerate biopharma and
medical technology development in Illinois. Because the problem is so deep
and so important, Illinois making headway on a solution can effectively
position the state to lead the nation.
In Tuesday’s column – a Memorial Day parable headlined “The ‘Innovation
Gap’: Preventing Ideas From Untimely Deaths” – it was pointed out how the
innovation gap constitutes the rate-limiting step in the path from bench to
bedside and from fledging idea to saving lives. Tuesday’s column also
discussed how conventional “incubator” models may not completely solve
the problem.
For one thing, a business model built around extracting rents from cash-
strapped start-ups has its challenges.
While many incubators are quite successful – there are about 1,500 business
incubators operating in North America, according to National Business
Incubation Association CEO Dinah Adkins – there may be significant
incentives for fledging tenants not to leave and to move along at a slow
enough pace to ensure a comfortable rental income stream.
Please don’t get me wrong. Dedicated entrepreneurs in the life sciences are
among the most highly motivated people on the planet. This is not a critique
of them. Still, when the system is stacked against you, even a will of Arthur
Schopenhauer proportions is but a whimper in the silence.
In the Memorial Day column, I hinted at a new model for life sciences
development: a life sciences accelerator. The concept would involve several
components that have been developed in greater detail in previous columns.
Let’s outline these in more detail:
1. Development of a highly functional laboratory facility that is partly
subsidized by a combination of government funding, philanthropic
donations and/or simply buying into existing facilities at a low cost.
2. The presence of an in-house contract research organization (CRO) that
would help service the needs of accelerator tenants but would also
have external clients so the business alone would be viable in its own
right. The CRO would also manage most of the equipment in the
facility and offload these tasks from the tenant companies.
3. A management company within the facility that would provide
operational management expertise to the tenant companies. In this
regard, it would be important to select the companies in such a way
that conflicts of interest would not arise. If so, management resources
would need to be realigned.
4. This life sciences accelerator facility would offer below-market rental
rates to its start-up and development-stage tenants. In return for
subsidized rent, the management company would be granted a certain
degree of non-controlling equity in these tenants.
Because of the combination of low rental rates and high-end facilities,
the accelerator would experience high demand for its space and allow
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it to be selective about its tenants and aggressive about moving
tenants out.
Here’s the kicker. Even though the management company would not have a
controlling interest in its tenants, it still would determine whether its tenants
stay or go.
Like the “up or out” philosophy that has worked so well with the blue-chip
management echelons of GE and the competitive brilliance of McKinsey
consultants, companies would have to reach aggressive milestones or find
somewhere else to putter along. While this may be cruel, ultimately by
accelerating biopharma and medical technology development lives will be
saved.
Is this pace-setting life sciences accelerator based in Illinois just a dream?
As it’s now 11:45 a.m., I’m ready to hand this off to Adam. It’s nice to see
what a little fire can do. I look forward to your calls and e-mails.
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While the paradigm for convergent medical technologies (CMT) has been the
drug-eluting stent (DES), other areas have also seen recent applications such
as implantable insulin delivery pumps and programmable intracardiac
defibrillators. However, it is not so easy to develop CMT as there are
significant cultural and regulatory differences between the biopharma and
device sectors. Some of these differences are highlighted in the chart below:
So what does this have to do with the Midwest? While there have been a
number of significant initiatives pushing biotech forward, the 2006 column
touched on how Chicago is especially well poised to help integrate and cross
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this cultural divide. Not only are we seeing a renaissance of life sciences in
the Chicago area, but more specifically, I would predict that interdisciplinary
areas such as CMT (including nanotech and smart devices) will especially find
Chicago a congenial area to move forward.
Just one example of the many initiatives that have been spawned from BIO
2006 is the recently unveiled iBIO PROPEL project. iBIO is the Illinois
Biotechnology Industry Organization. Its mission is to strengthen the
leadership position of Illinois as a globally recognized life sciences center. The
PROPEL project is an entrepreneurship coaching program designed to
facilitate and accelerate the development of management at life sciences
start-ups in Illinois. I attended the PROPEL kickoff event last Wednesday,
which was written up in the Chicago Tribune. The day was notable not only
because of the importance of the program but also the fact that the kickoff
itself brought a remarkable assembly of nearly all the top industry, academic
and government leaders together in one room.
While it wasn’t as raucous as the seventh-inning stretch at Wrigley Field, you
could sense the excitement and enthusiasm in the air. Ultimately it is people
and the commitment of people that will be critical to moving the PROPEL and
innumerable other such initiatives forward. I had a chance to speak with iBIO
President David Miller after the event. We both agreed that the outlook for life
sciences in Illinois is truly promising.
“Prospects are strong for the entire state because of the range
of applications under development here,” Miller said. “What’s
new – and the reason I’m so confident – is that we have
engineered a phenomenal level of cooperation among the three
primary sectors: public, private and education/ esearch.”
Kudos to Miller and to Mayor Daley, Jack Lavin and many others who have
helped to bring this spirit of collaboration to reality. In fact, that speaks
directly to why Chicago and Illinois are perfectly poised to be the world leader
in next-generation convergent medical technologies as well as a major player
in life sciences. Progress in our increasingly interconnected technologies can
only come through collaboration. We are seeing that in spades in Chicago.
The mega BIO conference (dare we say “Biopalooza”?) is scheduled to return
to Chicago as BIO 2010. That fact alone speaks for itself. It’ll be interesting to
see how Chicago and Illinois fit into the growing life sciences landscape at
that time.
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THE BUILDING
This single-story building (originally built out in 1988 by Baxter as a high-end AIDS
laboratory) is 70,000 sf in size with 63,400 under heat and air and the rest closed
docks. Ample employee and visitor parking spaces are also included and the total
land space (included) is 130,680sf. A satellite photo of the building and floor plan are
shown below.
The building and accompanying infrastructure is extensively built out for chemical,
biological microbiological and/or pharmaceutical work with 35 separate air handling
systems, over 40 labs, heavy duty ventilation, heating, electrical, generators, clean
rooms (class 100, 1000 and 10000), etc. etc. The building was also structurally
engineered for a possible 2nd floor expansion. Extensive conference room space,
office space, educational spaces, etc. are also included. Because of all the special lab
and research based build-out the replacement cost may be as high as $28M ($400/sf)
(or even higher given that some construction is quoted at $600/sf and the building is
especially highly capitalized. Over capitalization (namely additional high end
equipment, remodeling, CRO assets and infrastructure improvements) gives a
potential overall replacement value to the building of $60M. The building is located
in the Chicago suburbs with good access to transportation (two miles west of IL-60).
Why this is such a low price The current tenant is a contract research
organization (CRO) which reached a $19M topline with margins of 45%. It was a very
successful player in the areas of stability, sterility, microbiological, GMP/GLP
consulting and clinical trial consulting. Unfortunately the former CEO had serious
legal troubles (involving another company) which ended up with him being sentenced
in June of 2006 to ten years in federal prison. His case is under appeal. Because of
this, two things happened, the company had to be sold (the FDA would not certify a
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company led by a convicted felon) and as part of the sentence, the U.S. government
took a 50% interest in the building. The CRO was thus sold to an investor group
unfamiliar with the biotech industry. To make a long story short, they brought in
another partner who had a strong reputation in the clinical consulting arena who
promised to bring in many clients. He ended not being able to spend time (he was
based in Philadelphia) with the company and apparently did not bring any clients. He
has since resigned. About one month ago, the situation further deteriorated when
the company no longer could pay rent and was essentially being closed down. In
addition, the owners of the building were eager to sell the property with the CEO’s
family wanting $5.5M and there is indication that the U.S. government being satisfied
(with comparables on a tear-down or warehouse basis) with $3.3M. Because the case
is on appeal and there is no desire to be adversarial with the government, a purchase
price (prior to negotiation) of $4M has been proposed to the Aesis Group. Based on
average square foot for research lab buildout ($300 - $600 sf) the approximate
replacement value for the building ranges between $21M to $35M. Because the
facilities are particularly built at the high end, the total capitalization (including
equipment) could be close to $60M.
• 70,000 Sq. Ft. Facility with 40+ Laboratories and 32 separate air
handling facilities
• High-end biochemistry, molecular biology, microbiology
equipment
• Outstanding educational and training facilities
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o Closure/Package
• Regenerative Medicine /
Integrity
Stem Cell Research
o Viable/Non-viable
o Tissue culture facilities
Environmental
Monitoring • Chemistry &
o Analytical Method Biochemistry
Development/Validation o Water Testing
• o Chemical Analysis
including D-value/z-
value Analysis
o Stability studies
o Analytical and Protein
chemistry
o USP Monograph testing
• Microbiology
o Sterile Cleanrooms For
Sensitive Analyses
o Vaccine development
o Endotoxin Identification
o Microbial Identification
o Sterility testing with
multiple sterility suites
o Bacterial and Fungal
Taxonomy
o High capacity incubators
o D-value/Z-value
Analyses
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THE CRO
The business description included is not up-to-date but includes a fairly
comprehensive review of the company and it’s very unique capabilities.
Some of the capabilities and intellectual property resident in the CRO include:
• Educational Services
o Managing Regulatory Inspections
o Basic & Industrial Microbiology
o Aseptic Technique
o Biological Indicators
o D-values/z-values
o Environmental Monitoring
o Mycology
o Analytical Chemistry
o Protein Purification
o cGMPs/QSR
o GLPs
o Validation
o Manufacturing
o Steam, VHP, EO & Gamma Sterilization, SIP & Depyrogenation
o Packaging
o Pharmaceutical Engineering
o Custom Presentations
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Basic Financials
2002 2006
Income $14.4M $1.8M
Expense (after add- $10.1M $3.5M
backs*)
Profit/Loss $4.3M -$1.7M
Add back legal defense fees, pension plan deposits, sales rent
20,000,000.00
18,000,000.00
16,000,000.00
14,000,000.00
Gross Income ($)
12,000,000.00
10,000,000.00
8,000,000.00
6,000,000.00
4,000,000.00
2,000,000.00
0.00
1 1.5 2 2.5 3 3.5 4 4.5 5
Year (Y)
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PSI: Gross Operating Profit (2001-2005)
5,000,000.00
4,500,000.00
4,000,000.00
3,500,000.00
Gross Operating Profit ($)
3,000,000.00
2,500,000.00
2,000,000.00
1,500,000.00
1,000,000.00
500,000.00
0.00
1 2 3 4 5
Year (Y)
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companies (depending on the space, the discount and so forth). Because of the
unique combination of low rent and greater capability, high demand for the space is
anticipated. Tenant companies that do not meet milestones and judged to be
unsuccessful will not have their leases renewed. While the accelerator will not have
equity control of the companies, they effectively have control over their presence in
the facility. It’ll be “UP or OUT.” That is ultimately the unique value proposition of an
accelerator over an incubator.
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Revenues Revenues to the management company and thus to the investors would
accrue from four major sources:
1. Rents from tenants (including the CRO). At approximately 50,000
sf of rentable space and a very low price of $20/sf yields monthly
rent of $83,333.
2. Ues of equipment and other such fees.
3. Fees from the tenants for use of CRO services (the management
company will own the CRO as well as the building)
4. Exit returns accruing from equity interests in tenants (yet another
reason to accelerate their development and commercialization)
Income from #1 through #3 are estimated as being substantially over
$100,000 month even at absolute cut-rent rental rates of $20sf. This does
not include equity returns (#4) or income from the CROs activities with
external clients.
It may also be anticipated down the line potentially that fees can be
charged to venture capital firms and other investment firms for the right to
bring their portfolio company into the facility as tenants.
Business Structure
The business structure is outlined below and represents the distribution of
assets, the relationship of investor parties to the underlying assets and
relative cash flows (green) and equity stakes (red).
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Investor Aesis
Supermajority Supermajority
y
minority minority
Sterility Microbiology Fees Outside
Clients
Excellerant Excellerant
Real Estate Holdings Stability Clinical
consulting
Dividend
ExcellerantCRO
Dividend Own Own (Restructured previous CRO)
Own
Lease
option
Lease +
equipment
Building rental +
mgmt fees
Fees
Excellerant
Leasing Agent Management
Partial
equity
Company A Company C
Own
Lease +
Company B Company D
equipment
Ownership rental +
Equipment Management
Revenue fees
“Other”tenants
Management
Dr. Ogan Gurel will be directing the Excellerant management company and
key scientific executives of the previous CRO will be leading individual
units of that entity. Additional advisors are in the process of being
recruited and various other functions (property management, leasing,
legal etc.) will be out-sourced to top professional services firms in the
Chicago area. Dr. Gurel’s bio follows.
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The new space plan calls for three sections – an anchor tenant, the CRO and
incubator space. These are apportioned as follows:
Rentable sq ft
Anchor Office 8,199
Anchor Lab 4,246
Anchor Subtotal 12,445
Total 46,000
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INVESTMENT FINANCIALS
The financials break down (referencing the organization chart above) into those
relating to the holding company, the management company and the successors
business of the current CRO company. These are only preliminary figures and subject
to change.
Two Holding Companies The real estate holding company (Building LLC)
will require an investment of $4M plus transaction costs to fully acquire. The
operating LLC holding company will require an investment of $1M to fully
acquire. The operating LLC will also require a total of $2M capitalization
broken out into $1M for one year’s operating costs for the Excellerant LLC
(management company) and $1M to properly capitalize the CRO.
The total investment is thus $7M.
It is anticipated that given the public and government support for the project
that non-dilutive grant funding will also be possible and will be actively
sought.
Rental Income
A minimum base master lease of $36,212 per month is planned. This represents a
blended average of a number of investment return parameters including a cap rate of
9.5%, a net rent multiplier of 7 and the mortgage payment (fully leveraged at
8%/30years). Additional rental income is shared between the Building LLC and the
Operating LLC such that under two scenarios (basic & plan) the following can be
anticipated (Improv Fund is a building improvement fund held in escrow by the
building LLC):
Basic Model
% Occupancy To Investor (yr) To Aesis (yr) To Improv Fund (yr)
25% -$301,723 -$15,880 $0
50% $106,678 $5,615 $0
75% $466,640 $75,549 $0
100% $652,818 $261,727 $57,541
Plan Model
% Occupancy To Investor (yr) To Aesis (yr) To Improv Fund (yr)
0% $23,949 $1,260 $0
25% $228,863 $12,045 $0
50% $423,850 $32,759 $0
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75% $531,699 $140,609 $0
100% $639,549 $248,459 $0
The essential idea is that rental income should more than provide reasonable returns
for the total $7M investment and that all other income (see below) are essentially
additional contributions to the bottom line.
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Additional income
• Equipment rental
• CRO fees from accelerator clients
• CRO fees (revenue) from external clients
• Management (shared services) fees
• Consulting fees
• Returns on equity stakes in tenant companies (this represents the
highest potential upside)
CRO Business
The contract research market is growing at 10 – 15% per year and we can anticipate
with proper restructuring that given prior history, the new CRO can generate income
of approximately $2.5M/year and net income of approximately $1.2M/year.
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ANCHOR TENANT RFP
APPROXIMATE SF
PROPOSED WARRANTS
No of shares Vesting & Exercisable
Year 1 81,701 @$0.96 7/1/08
Year 2 81,701 @$0.96 7/1/09
Year 3 81,701 @$0.96 7/1/10
Year 4 81,701 @$0.96 7/1/11
Year 5 81,701 @$0.96 7/1/12
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LETTERS OF SUPPORT
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PO Box 578025 Chicago, IL 60657-8025 | Tel (312) 246-5160 | Fax (773) 409-5897 |
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PO Box 578025 Chicago, IL 60657-8025 | Tel (312) 246-5160 | Fax (773) 409-5897 |
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NOTES
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