EB5 StateCenter I, LLC BUSINESS PLAN

EB5 StateCenter I, LLC
BUSINESS PLAN
NOTICE: Confidential & Not Approved for Public Distribution or Reproduction
This confidential Business Plan has been prepared for distribution to a limited number of eligible persons for their confidential use
and information in evaluating possible participation in EB5 StateCenter I, LLC (the “Company”).
Statements made in this document are summaries, not complete and are qualified in their entirety by reference to the Confidential
Offering Memorandum and supporting Exhibits attached thereto. No assurances can be made that any projections appearing the
Project Executive Summary will prove to be accurate and Investors are cautioned against placing excessive reliance on such
projections when deciding whether to invest in the Company.
This document does not constitute an offer to sell any securities. Any such offer will be made only pursuant to definitive offering
documents and only to such persons and in such jurisdictions as permitted under applicable law.
Any reproduction of this document, in whole or in part, distribution of copies, or disclosure of any of its contents, without the prior
written consent of EB5 StateCenter I LLC is unauthorized and prohibited.
THIS IS NOT AN OFFERING OF SECURITIES OR A SOLICITATION TO PURCHASE SECURITIES.
For more information, contact:
DAVID M. MORRIS
Managing Member | SC Management Services, LLC
Managing Member, EB5 StateCenter I, LLC
th
1806 11 Street NW | Washington, D.C. 20001
[email protected] | (202) 747-1814
___________________________________________________
StateCenter Project
The State Center complex is a 28-acre, State-owned office campus
located in midtown Baltimore, Maryland. This complex, built in the
1950’s, is the home to 16 state agencies and approximately 3,500
government workers. As the state office buildings located there have
reached the end of their useful life, the State of Maryland has
determined that it is in the best interest of the State and the City of
Baltimore to redevelop this site. The new “State Center” will be a
sustainable, “green” neighborhood in the heart of nine of Baltimore’s
oldest communities.
The first step in the redevelopment is construction of two new,
privately-owned Office Buildings on unimproved land at the
StateCenter complex. After completion of the projected 33-month
construction period, the State of Maryland will occupy approximately
85% of the total leasable space (605,000 square feet) in the Office
Buildings pursuant to a 20-year lease agreement with the Master
Developer.
EB5 StateCenter I LLC, affiliated with the USCIS-designated DC
Regional Center, plans to loan EB5 funds to the Master Developer to
help finance the construction of the Office Buildings estimated to cost
$230 million to complete.
Above: Artist Rendering of StateCenter Project. Finished product may vary.
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Business Plan (rev.6/20/2011)
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Table of Contents
Executive Summary ....................................................................................................................1
Project Overview .........................................................................................................................2
About the Region ........................................................................................................................3
Initial Company Investment – Financing Phase I Construction at StateCenter .....................5
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Borrower’s Management & Project Development Team .............................................6
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Construction Timeline .................................................................................................7
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Estimated Cost of Construction ..................................................................................8
Terms of the Initial Loan to State Center ..................................................................................8
Job Creation .............................................................................................................................. 10
Plan to Raise Capital – Through EB-5 Investors .................................................................... 11
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Exit Strategies .......................................................................................................... 13
Management of the Company .................................................................................................. 14
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The Manager ............................................................................................................ 14
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Consultants and Advisors to the Manager ................................................................ 15
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EB5 Members........................................................................................................... 16
Conclusion ................................................................................................................................ 17
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Business Plan (rev.6/20/2011)
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Executive Summary
Affiliated with the USCIS-designated DC Regional Center LLC, EB5 StateCenter I, LLC (the “Company”) was
organized in March 2011 as a Maryland limited liability company with a primary business objective to earn profit by
making loans that will be used to finance the design, construction and development of two new office buildings
(separately designated as “Building G” and “Building I2,” or collectively the “Office Buildings” or “Project”) located on
State-owned land in Baltimore, Maryland. Construction of the Office Buildings represents the Phase I activity of a
larger multi-year, multi-phase plan established for the complete redevelopment of the State Center Office Complex.
After an estimated thirty-three months of construction, the new Office Buildings will contain approximately 605,000
rentable square feet of office space, including 75,000 sq. ft. of new retail and grocery store space. The State of
Maryland government, which holds AAA/Aaa credit rating as of May 16, 2011, has pre-leased 85% of the total
space for an initial term of twenty years. The new Office Buildings will then serve as the new home to 16 State
agencies and approximately 3,500 state employees.
Collectively, the Office Buildings will cost approximately $230 million to construct and deliver. The State of Maryland
is providing $30 million for construction costs, and it will own the underground parking garage in Building G after
construction is complete. The Company plans to loan up to $65 million, with commercial debt expected to finance
the remaining balance. The Company plans to use the proceeds of a private placement (the “Offering”) to loan to
each of two special purpose entities – Parcel G State Office, LLC and Parcel I State Office, LLC (each and
collectively, the “Borrower”) – formed to own, develop and operate the respective Office Buildings.
Development of the Office Buildings is projected to create 2,428 new direct, indirect and induced jobs. According to
an economic report using USCIS-recognized RIMS II modeling, construction will account for 2,216 qualifying jobs
based upon the “expenditures” analysis. While this job creation could support 221 EB-5 investors, the Company
will limit the Offering to a maximum of 130 EB-5 investors (being $65 million).
The Company plans to loan the EB5 funds to the Borrower for an initial term of five years. The terms and
conditions of the loan, including the collateral/security interests supporting the loan, are contained in the Loan
Agreement, Promissory Note, and Security Agreement executed by the Borrower.
At the maturity date of the loan, the Borrower is obligated to repay the Company both the principle and accrued
interest. Assuming the loan is fully repaid, the Company plans to have sufficient liquidity to accommodate requests
from EB5 members seeking exit, provided such EB5 members satisfy the blackout period. The Company also has
the option (but not the obligation) to reinvest the funds to finance other aspects of the Phase I expansion at
StateCenter.
The Company is guided by this Business Plan and governed by its Limited Liability Company Operating Agreement.
Its sole Managing Member, SC Management Services, LLC, manages the Company’s business and affairs. EB5
Members shall hold rights, powers, and duties normally granted to Limited Partners in the Uniform Limited
Partnership Act (“ULPA”). Accordingly, EB5 Members are not required to and may not engage in the daily
management of the Company. This allows EB5 Members the opportunity to live and work anywhere in the United
States and still comply with the EB-5 program rules.
As described in this Business Plan, the Company has structured the loan and all other aspects of the new
commercial enterprise in an effort to allow participating foreign investors to qualify for residency pursuant to the
EB5 immigrant visa program. The Company believes this Business Plan, together with all of the related offering
documents, provides a credible and comprehensive description of the proposed structure, operations,
management, investment, and job creation activities contemplated by the new commercial enterprise.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
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Project Overview
The Company’s primary business objective is to earn a profit by making loans that will be used to help finance the
construction and operations of the Phase I redevelopment planned at the new StateCenter.
The State Center complex is a 28-acre State owned office campus located in Midtown Baltimore, just northwest of
the downtown area. This complex, built in the 1950s, is the home to 16 state agencies and approximately 3,500
government workers. Unfortunately, the State Center complex has fallen into severe disrepair, with functionally
obsolete buildings, and a single-use environment that is desolate in both the evenings and on weekends.
The State Center site is generally bound by Howard Street to the east, Martin Luther King, Jr. Boulevard (MLK) to
the south-east, Madison Avenue to the south-west, and Hoffman (29th Division) Street to the north-west.
Furthermore, the site is home to the State Center Metro Station, across from the Cultural Center Light Rail Station,
and within walking distance of Baltimore’s Penn Station. The site is situated near the heart of the city and of the
Baltimore Metropolitan Area. Therefore, the State Center site offers one of the best locations in Maryland for
“Transit-Oriented Development” (or TOD). (Figure A)
Figure A: Baltimore’s TOD Map
As the state office buildings have reached the end of their useful life, the State of Maryland has determined that it is
in the best interest of both the State of Maryland and the City of Baltimore to redevelop the site. The new “State
Center” will be a sustainable, “green” neighborhood in the heart of four of Baltimore’s oldest counties.
The Baltimore Area consists of the City of Baltimore and the four surrounding counties of Howard, Anne Arundel,
Baltimore, and Harford. The effects of the Phase I construction, including operation of the retail and grocery spaces,
will be felt not only in the City of Baltimore, but also in the four surrounding counties. All of these counties
experienced population growth between 2000 and 2010, with the exception of the City of Baltimore, which saw its
population drop by an average of 0.22%. Despite the lack of population growth, the City of Baltimore houses over
25% of the Baltimore Area population. Attracting people back to the City of Baltimore will depend on many factors,
key among them being both the creation of jobs and earnings for its residents.
State Center is now the focus of a cooperative effort between both the State of Maryland and the City of Baltimore
to revitalize the State’s current office complex. After construction is complete, the State Center Project is expected
to reconnect the campus with its nine surrounding neighborhoods, renovate and replace the State office buildings
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Business Plan (rev.6/20/2011)
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with highly efficient and sustainable office space, and create a dynamic mixed-use environment. Three benefits
have shaped the development planning of the project:
1. Revitalization of the Immediate Area and Community Benefits. A mixed-use State Center project will
serve as a pioneering anchor project for revitalization of the area around it, and create new jobs, affordable
housing, and retail choices for local residents.
2. New Revenues for the City of Baltimore. Conversion of currently tax-exempt State owned property to
taxable status, with new development that generate significant sources of new tax revenues, will create
fiscal benefits for the City.
3. Lowest Net Cost for Maryland Taxpayers. The public-private partnership will invest private capital in new
construction and renovation, with the State as a tenant in the new project. This keeps the State from having
to borrow money it does not have to repair State Center, while the partnership arrangement gives the State
a share of the long-term profits.
In light of the benefits that the State Center redevelopment offers, it has received support from a broad constituency,
including:









Three consecutive Baltimore Mayors
Baltimore City Council
Baltimore Urban Design and Architectural Review Panel (UDARP)
Maryland Governors from both parties
Maryland General Assembly Budget Committees
Maryland Board of Public Works
State Center Neighborhood Alliance (which represents the nine neighborhoods and nine institutions that
surround the project site)
Downtown Partnership of Baltimore Board of Directors
Greater Baltimore Committee Board of Directors
About the Region
Figure B: Location of Maryland
StateCenter is sited in Baltimore, Maryland. The State is located
on the Atlantic coastline, bordering Pennsylvania, West Virginia,
Delaware, and Washington D.C. (Figure B). As of 2010, Maryland
had an estimated population of 5,773,552, a 9% increase from a
decade ago.
Currently, Maryland has the wealthiest households in the country,
with a 2009 median household income of $69,272. Furthermore,
two of Maryland's counties, Howard and Montgomery, are the
third and tenth wealthiest counties in the nation respectively.
As of April 2011, Maryland’s unemployment rate was 6.8%,
substantially less than the national unemployment rate of 9.1%. In
addition, the state's poverty rate of 7.8% is the lowest in the
country.
Maryland is a major center for life sciences research and
development. With more than 350 biotechnology companies
located there, Maryland is the third largest among the states in
th
this field. Moreover, Maryland is one of the most environmentally friendly states in the nation, ranked 5 greenest
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state and 40 in energy consumption.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
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Maryland has several historic and renowned private colleges and universities, the most prominent of which is Johns
Hopkins University. The National Science Foundation has ranked Johns Hopkins #1 among U.S. academic
institutions in science, medical, and engineering research and development for 31 consecutive years.
The majority of Maryland's population is concentrated in the cities and suburbs surrounding Washington, DC, and
also in and around Maryland's most populous city, Baltimore.
As of 2010, Baltimore had an estimated population of 620,961, making it the most populous city in the State of
Maryland. (Figure C – D)
During the 1970s, Baltimore's downtown area, also known as the
inner harbor, was neglected and occupied by a collection of
abandoned warehouses. Once a major industrial town, with an
economic base focused on steel processing, shipping, auto
manufacturing, and transportation, Baltimore suffered a
deindustrialization that caused tens of thousands of low-skill, highwage jobs to be lost. While it retains some industry, Baltimore now
has a modern service economy providing a growing financial,
business, and health service base for the southern Mid-Atlantic
region.
Figure C: Location of Baltimore
Currently, Greater Baltimore (the city and surrounding suburbs in Baltimore County) is home to five Fortune 1000
companies: Constellation Energy, Grace Chemicals, Legg Mason, T. Rowe Price, and McCormick & Company.
Other companies include AAI Corporation, Deutsche Bank Alex. Brown (formally Alex. Brown & Sons, the oldest
continuously running investment bank in the United States), FTI Consulting, Petroleum & Resources Corporation,
Prometric, Under Armour, DAP, 180s, Wm. T. Burnett & Co, Old Mutual Financial Network, Sinclair Broadcast
Group, Fila USA, and JoS. A. Bank Clothiers. However, Baltimore’s largest employer is John Hopkins University,
with a staff of 15,000 full-time employees and a faculty of 3,100.
Figure D: Baltimore Skyline
Efforts to redevelop the downtown area started with the construction of the Baltimore Convention Center, which
opened 1979. Harborplace, an urban retail and restaurant complex opened on the waterfront in 1980, followed by
the National Aquarium in Baltimore, Maryland's largest tourist destination, and the Baltimore Museum of Industry in
1981. In 1992, the Baltimore Orioles baseball team moved from Memorial Stadium to Oriole Park at Camden Yards,
located downtown near the harbor. Six years later the Baltimore Ravens football team moved into M&T Bank
Stadium next to Camden Yards. Today, redevelopment continues with two projects currently under construction.
First of which is Johns Hopkins Hospital’s new biotechnology park, and second, the State Center Project.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
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Initial Company Investment – Financing Phase I
Construction at StateCenter
The Company expects to provide up to $65 million in the form of loans as partial financing for the total $230 million
expected costs of construction for Phase I of the redevelopment of State Center. Phase I of the State Center project
is the construction and development of two mixed-use office buildings on two parcels of State-owned land – Parcel
G, currently a surface level parking lot on the corner of Madison Avenue and North Martin Luther King Boulevard,
and Parcel I, an empty space on the corner of North Howard Street and North Martin Luther King Boulevard. (Figure
F) Both parcels are part of a cluster of State office buildings originally constructed in the 1950s. The State of
Maryland has entered into agreements with affiliates of PS Partners, LLC to construct and manage the two Office
Buildings developed during Phase I.
Figure F: Current – Future State Center (Buildings G & I2)
Future
Current
Building
G
Building
G
Building
I2
Building
I2
Building G is planned to sit on a 2.74-acre parcel of land located at the southwestern corner of the State Center
campus, while Building I2 will be built on approximately 0.78 acres of land located on the eastern portion of the
complex. The State of Maryland has approved 20-year leases for approximately 85% (515,000 sq. ft.) of the total
space being developed in the Project. Of the remaining space, PSP expects to secure leases during the
construction period. Each building will contain the following:
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
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Borrower’s Management & Project Development Team
The Office Buildings will be both developed and constructed by a highly experienced management team led by PS
Partners, LLC (“PSP”) as the Master Developer.
On June 15, 2009, PSP signed a Master Development Agreement with the State of Maryland Board of Public
Works (“MBPW”) providing PSP with exclusive development rights for the Office Buildings and any subsequent
phases of the State Center development. MBPW approved 99-year ground leases for the site of the new Office
Buildings. Furthermore, MBPW approved 20-year office leases for 515,000 sq. ft. of space in the new Office
Buildings. These leases provide an absolute rent start date, which sets a deadline to all related parties for full
completion of Phase I of the development.
PSP is managed by Ekistics, LLC, a real estate development and investment company that creates multi-faceted
communities custom-fitted to their surrounding environments. Ekistics has secured Suffolk Construction Company
as general contractor, Design Collective as architect and Mithun as the design/master planning firm. Ekistics has
deep expertise in urban infill and adaptive re-use projects. The key principals of Ekistics include:

Caroline G. Moore is a founding partner and CEO of Ekistics. Prior to co-founding Ekistics, Ms. Moore
spent 23 years with Streuver Bros Eccles & Rouse, rising to Chief Operating Officer of real estate
development and overseeing the company’s commercial and residential development. From 1995 to 2005,
she grew SBE&R’s portfolio to more than 2 million square feet, managing a team of 25 staff members and
overseeing all aspects of development for projects exceeding $500 million in the aggregate. Ms. Moore is
presently the Governance Chair of the Urban Land Institute (ULI) Baltimore District Council, and the ULI
National Program Chair for Responsible Property Investment Product Council.

Michael Furbish is a founding partner and the Senior Vice President of Ekistics. Prior to co-founding
Ekistics, Mr. Furbish founded the Furbish Company to focus on the delivery of green building systems in the
mid-Atlantic region. From 1985 to 1990, Mr. Furbish developed commercial real estate as a partner with the
Trammell Crow Company. He earned his BSIE from Georgia Tech and his MBA from Harvard. Mr. Furbish
currently serves as Treasurer for the Baltimore Chapter of Urban Land Institute, and is a LEED accredited
professional.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
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
George Tyler is a founding partner and Chief Financial Officer of Ekistics. Mr. Tyler has specialized in real
estate finance and investment, as well as corporate finance, for the last 17 years of his professional career.
He has led and participated in capital raisings in excess of $10 billion in the international and U.S. equity
and debt capital markets for non-real estate transactions, culminating in a position as a London-based Vice
President of Morgan Stanley International. Mr. Tyler has successfully raised in excess of $700 million of
equity capital for real estate investment in Europe, and has developed and maintained a strong network of
investor contacts in the United States and abroad.
Ekistics is not involved in the management or operation of EB5 StateCenter I, LLC (the “Company”). SC
Management Services, LLC (the “Manager”), a Maryland limited liability company, is the sole managing member of
the Company and will have sole and exclusive management over its business and affairs.
Construction Timeline
It is projected that the total construction time for the Office Buildings will be 33 months. The projected start date is
October 2011, and the projected completion date is June 2014. The benchmarks for each Office Building are listed
below:
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Business Plan (rev.6/20/2011)
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Estimated Cost of Construction
The cost to construct and deliver the Office Buildings is approximately $230 million. The following table is a
synopsis of the estimated budget cost of construction. The information provided contains financial projections that
are based upon what the Master Developer and its agents consider being reasonable assumptions. No assurances
can be made that any such financial projections will prove to be accurate.
Phase I Budgeted Costs of Construction
Budget Break-Down
Acquisition Costs
Base Building Construction Costs
Garage
Building G
Building I2
TOTAL COSTS
$-
$3,392,005
$1,397,392
$4,789,397
$23,612,021
$69,373,245
$21,959,311
$114,944,577
$-
$20,105,102
$6,238,298
$26,343,400
$50,648
$7,760
$357,000
$415,408
$1,456,775
$6,495,176
$2,822,975
$10,774,926
Leasing & Marketing
$30,000
$3,212,619
$1,152,031
$4,394,650
Organizational & Professional
$535,000
$5,703,603
$2,185,193
$8,423,796
Financing Costs (x construction carry costs)
$69,980
$4,651,021
$1,142,507
$5,863,508
Carrying Costs
$-
$895,583
$613,750
$1,509,333
Fees & Permits
$282,365
$2,539,060
$1,123,138
$3,944,563
Development Fee
$920,295
$5,334,329
$1,696,119
$7,950,743
Interest Payments
$-
$15,500,000
$4,500,000
$20,000,000
Construction Contingency
$4,757,434
$11,700,589
$3,977,148
$20,435,171
Total
$31,714,518
$148,910,092
$49,164,862
$229,789,472
Tenant Improvement Construction Costs
Environmental Costs
Architecture & Engineering Costs
The approximately $230 million of capital budgeted to construct and deliver the Office Buildings is projected to
come from three expected sources:
1. Public Bond Offering by the State of Maryland: $28 million
 Funds will be used to build the underground parking garage in Building G.
 When construction of the parking garage is complete, the State will own the asset.
2. EB5 Funds: $10 million to $65 million
 Final amount depends on the number of Units sold in this Offering.
3. Private Bond Offering (“Senior Debt”): $135 million to $190 million
 After receipt of Public Bond funds and EB5 funds, all remaining construction costs are planned to
be financed using Senior Debt from a private bond offering.
 PSP has received conditional approval for a maximum of $200 million of Senior Debt to finance the
construction and development of the Office Buildings.
As of May 7, 2011, PSP had invested $9.3 million of equity to pay predevelopment costs and expenses for the
development of the Project.
Terms of the Initial Loan to State Center
The first capital loan expected by the Company is to finance the Phase I construction of Parcel G State Office, LLC
and Parcel I State Office, LLC (each and collectively, the “Borrower”) at the StateCenter development. The loan
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
8
funds will be used by the Borrower to pay certain costs for the construction and development of the Office Buildings.
(Figure E)
The Company has already negotiated and executed a loan agreement with PSP Parcel G State Invest, LLC, PSP
Partners Phase 1 Office, LLC, State Center Pledger I, LLC and PSP Parcel G State Office, LLC, and the proceeds
of the Company’s first loan will join other capital to finance the Project’s construction. The primary terms of the Loan
between the Company and the Borrower are summarized below.
Amount. The Loan is a minimum of $10 million and a maximum of $65 million, depending on the number of Units
sold in this Offering.
Repayment. The Borrower is obligated to repay the Loan five years after the date of closing and funding of the
Loan (the “Maturity Date”). If the Loan is advanced in installments, each installment of the Loan shall be due five
years after the date of funding. The Loan may be extended by one year at the election of the Borrower. Any other
extensions shall require a 75% vote of all EB5 Members.
Term of the Loan and Rate of Return. For the initial loan term of five years, interest shall accrue at the annual
percentage rate (the “APR”) of four and one quarter percent (4.25%). For any one year extension granted after the
initial five-year loan term, interest shall accrue at the APR of five and one quarter percent (5.25%). The Borrower
shall pay interest at the rate of one-half percent (0.5%) per annum currently to the Company on a calendar quarterly
basis. The remaining interest shall accrue and shall be due and payable upon reaching the Maturity Date (including
any extensions thereof).
Prepayment. Three years after the date of closing and funding of the Loan, the Borrower may prepay the Loan or
any portion thereof by paying the principal amount to be repaid and all accrued and unpaid interest on the Loan,
which would otherwise be due and payable upon maturity.
Capital Event. Upon a sale or other capital event of the Project by the Borrower, net proceeds from the sale shall
be applied first to pay senior debt, then to repay to the Company the principal and any accrued and unpaid interest
on the Loan.
“At Risk” Investment. The Units do not entitle the EB5 Members to any guaranteed return or return of capital as
such is prohibited by immigration laws which require that the Investors’ capital be “at risk”, that is, subject to the
risks and contingencies of the business in which they are investing.
Conditions Precedent to Disbursement. The initial disbursement of the Loan is contingent upon certain
conditions precedent, including, among others:
a) The Master Developer provides evidence reasonably satisfactory to Company demonstrating that
Developer owns the entire Project Leasehold free and clear of encumbrances other than those that may be
permitted;
b) The Borrower has submitted a current Development Plan to the Company, and the Company has approved
any material modifications to the Development Plan;
c) The existing proceeding pending in the Circuit Court for Baltimore City and any other court proceeding has
been resolved in a manner which does not affect the Collateral of the Loan or the ability of the Master
Developer to develop the Project plan and the time for appeal has lapsed;
d) Receipt of all permits and licenses required to undertake the Project and Garage, or approval by the
Company of a schedule and status report for obtaining such permits and licenses; and
e) Evidence that sufficient funds are on hand or otherwise available or approval of a plan to obtain such funds
consistent with the Development Plan, to pay the full costs of developing the Project, the Garage and any
other facilities reasonably required for the operation thereof.
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Business Plan (rev.6/20/2011)
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Figure E: Corporate and Finance Organizational Chart
The Company’s loans to the Borrower reach maturity in five years, and the Borrower is obligated to pay both the
principle and interest. The Borrower plans to pursue potential strategies to repay the loans in a timely manner – this
includes the possibility of refinance or selling one or both of the buildings. Proceeds from such a sale shall be used
first to fulfill any obligations to the Senior Lender, and then to repay the principal amount of the Loan and any
unpaid and accrued interest on the Loan to the Company. Only after the debt is repaid may the Borrower receive its
profit by means of return on its equity ownership. See Exit Strategies.
Job Creation
The Company has decided to limit the capital to be raised and invested in the Project at $65 million – a maximum of
130 investors. Should this amount of capital be raised, the Company would be required to evidence that 1,300 jobs
are created. The USCIS approved RIMS II-based economic analysis, executed by Performance Economics, LLC
(the “Economic Report”), estimates that the Project will create sufficient direct, indirect, and induced jobs to support
residency for 221 investors, by far exceeding the 130-investor maximum allowed by the Company.
Under EB-5 visa program regulations, when the construction period exceeds 24 months, foreign investors may
claim new jobs (direct, indirect and induced) resulting from construction activities and expenditures. The Company
plans to claim such job creation credits resulting from construction activities and construction expenditures. The
Company believes that the 33 month construction timeline (Figure G), supported by the Economic Report,
demonstrates that the requisite number of jobs will be realized for EB-5 Program purposes at the time of filing
Investors’ I-829 Petitions.
According to the Economic Report, the total number of jobs created (direct, indirect and induced) during and after
the construction of the Office Buildings is 2,428. During the 33-month construction period of Phase I, 2,216 total
jobs will be created. After construction is completed, another 212 total jobs will be created due to the operation of
the grocery store and two retail spaces. It is important to note that the State employees that will occupy the new
office space are not included in the job creation totals. It would be speculative to assume that they represent new
employment in the study area. The table below delineates job creation by phase, retail space, direct, indirect and
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Business Plan (rev.6/20/2011)
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induced.
Figure G: Total Job Creation During Phase I
Construction Phase
Post-Construction Phase
15,000 s.f. retail space
25,000 s.f. retail space
35,000 s.f. grocery space
Total for Phase 1
Direct
Indirect + Induced
Total
1,122
1,094
2,216
Direct
Indirect + Induced
Total
24
25
49
Direct
Indirect + Induced
Total
41
41
82
Direct
Indirect + Induced
Total
40
41
81
Direct
Indirect + Induced
Total
1,227
1,201
2,428
Source: BEA, Performance Economics *Numbers may not add due to rounding.
Plan to Raise Capital – Through EB-5 Investors
The Company plans to raise capital to make business loans by means of a private placement offering to EB-5
investors. Specifically, the Company plans to sell EB5 Membership Units, at $500,000 per unit, to qualified foreign
investors seeking to obtain residency in the United States through the EB-5 Visa Program.
The Company is offering to sell ownership units in the limited liability company to qualified foreign investors who
meet certain suitability standards. In general, to ensure compliance with securities laws, the Company will sell
ownership units exclusively to persons who: (i) are “Accredited Investors” as defined under Regulation D of the
Securities Act of 1933, as amended; and (ii) are “Non-U.S. Person Investors” who reside outside the United States
at the time of the Offering; or (iii) are qualified under other exemptions available under applicable state securities
laws and regulations. An Accredited Investor means the investor: (i) has a net worth (or joint net worth with the
Subscriber's spouse) of at least $1,000,000 (excluding the equity value of their residences); or (ii) had an annual
gross income in each of the last two years of at least $200,000, and has expected gross income in the current year
of at least $200,000 (or joint annual gross income with spouse of $300,000); or (iii) otherwise meets the
requirements for an Accredited Investor as defined in the Act and applicable regulations.
The purchase price per Unit is USD $500,000 (the “Unit Price” or “Capital Contribution”). In addition, each EB-5
investor must pay an Administrative Fee of $40,000. The minimum investment per EB-5 investor is the purchase of
one Unit. No additional capital contributions are required.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
11
The Company will raise between $10 million and $65 million from eligible EB-5 investors, depending on the
number of units sold in the Offering. Therefore, a minimum of 20 Units and a maximum of 130 Units may be sold
by the Company in this Offering. The Company intends to utilize $500,000 from each Unit sold to form loans to the
Borrower for the partial financing of the Project. In the event that the Borrower repay the loan prior to the five-year
maturity date, the Company has an option based with the developer to make additional loans to help finance other
aspects of Phase I including: 65,000 – 80,000 sq. ft. of
Figure H: Visa Process Steps
retail grocery, retail in-line, and private office space in
Building G; and 15,000 sq. ft. of retail space in Building
I2. Any loans beyond the loans planed for Buildings G
and I2 will require approval by a majority of the EB5
members. The separate Administrative Fee will be
utilized by the Company to pay certain administrative
costs.
Obtaining entry into the United States through the EB-5
Program is a both a complicated and time-consuming
process, therefore a qualified U.S. immigration attorney
must represent an Investor. Obtaining permanent
resident status through the EB-5 Program requires
successful completion of several steps, as generally
outlined in Figure H.
First, after the Investor places both the Unit Price of
$500,000 and Administrative Fee of $40,000 into escrow,
he must start the immigration process by filing an I-526
Petition with USCIS. Filing of an Investor’s I-526 Petition
requires USCIS to certify that both the applicant and the
investment qualify under the Pilot Program. As of the
date of this document, USCIS is issuing approvals (or
denials) of I-526 Petitions within approximately four to
six months; however, it is impossible to conclusively
predict USCIS processing times.
Next, if the USCIS approves the I-526 Petition, the case
transfers to the National Visa Center (“NVC”). That NVC
agency will send a notification to the Investor’s foreign
Embassy that has jurisdiction to process immigrant visas,
and will send visa application documents for the Investor
to complete. The Investor's immigration attorney will
work with the Investor to complete these forms. Once
the forms are completed, they are filed directly with the
Visa Section at the U.S. Embassy.
The next step involves the scheduling of the Investor's
immigrant visa interview, and the completion of a final
set of visa processing documents that the immigration attorney will help the Investor complete. The Investor will
then have a short interview with a U.S. Embassy consular officer. Typically, the immigrant visa is issued to the
applicant on the day of the interview. The processing time between USCIS approval and immigrant visa issuance is
generally between four to six months. However, visa issuance may exceed normal processing times for many
reasons, including government background checks or incomplete paperwork.
After the immigrant visa is issued, the Investor must enter the United States within 180 days of the date of issuance
of the visa to finalize the process. Upon landing in the United States, at the initial U.S. Port of Entry, the Investor will
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
12
be processed and admitted as a "Conditional Legal Permanent Resident." A stamp will be placed in the investor's
passport to prove that he holds "Conditional Legal Permanent Residence" status. The Investor's Green Card will be
mailed to the Investor approximately four weeks later. The Investor's "Conditional Legal Permanent Resident" status
will continue for two years after the initial entry to the United States.
Approximately 21 months after USCIS places the “Green Card” stamp into the Investor's passport as proof of
“Conditional Legal Permanent Resident” status, the investor must file a Form I-829 Petition by Entrepreneur to
remove the conditions on his legal permanent residence status. The Investor's immigration attorney should help the
Investor with this immigration procedure, completing all the forms and gathering other information from the
Company to support the petition. Each Investor may also apply for conditional resident status for his spouse and
unmarried dependent children who are under the age of 21. The application for the spouse and children will be
prepared and processed concurrently with the Investor's application.
The Company will provide the attorney with the documents about the Investor's investment in the Company and any
resulting job creation. USCIS typically takes about six months to review this petition, but it may take longer. In
deciding whether to remove the conditional status, USCIS will review, among other things, whether the Investor
made and sustained his investment and whether the Company has created or will reasonably be expected to create
in a reasonable time, the necessary number of jobs, either directly or indirectly. If USCIS determines that any of
these conditions have not been satisfied, the Investor's permanent residence petition may be denied.
Assuming the conditional residency status has been removed, a permanent Green Card is granted for indefinite
permanent residence status in the United States. Upon the fifth anniversary of the Investor's initial entry into the
U.S. as a “Conditional Legal Permanent Resident,” the Investor may – but is not required – to file for U.S.
citizenship, upon satisfaction of residency and other criteria.
All estimates of processing times are approximations and dependent on each individual’s specific circumstances.
There is no guarantee that the requisite number of jobs will result from any investment or that other factors,
related and unrelated to the investment, will not prevent granting of permanent residency.
Exit Strategies
One restriction of the EB-5 Visa Program involves a strict prohibition against the establishment of a redemption
agreement between the Company and the foreign investors. Under USCIS policy, the investors capital must be “at
risk” during the two year conditional residency period. That prohibits any guaranteed return or return of capital, but
the USCIS does not prohibit an exit strategy plan.
The Company believes at least two potential exit strategies will be available to the Borrower to facilitate EB5 loan
repayment at the end of the 5-year loan term. First, the Company believes that after construction of the Office
Buildings is complete and the State of Maryland begins the 20-year lease period, the Borrower will be in a
favorable position to refinance given the anticipated cash flows. An income-producing asset based upon a 20-year
obligation of the State of Maryland will likely be appealing to a bank or institutional investor considering refinance.
Second, the Company believes that after construction of the Office Buildings is complete and the State of Maryland
begins the 20-year lease period, the Borrower is expected to be in a favorable position to sell one or both of the
Office Buildings given the anticipated value of the expected-income producing asset.
Exit strategies, like any financial projections, are based upon what the Manager and its agents believe to be
reasonable assumptions concerning certain factors affecting the probable future operations of the Company
and development of the Project. No assurances can be made that any such exit strategy will prove to be
accurate and Investors are cautioned against placing excessive reliance on such projections when deciding
whether to invest in the Company.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
13
Management of the Company
SC Management Services, LLC (the “Manager”), a Maryland limited liability company, is the sole managing member
of the Company and will have sole and exclusive management of the business and affairs of the Company. David M.
Morris, Esq. is the sole member of the Manager. The Manager was formed for the sole purpose of managing the
EB-5 loans to the Borrower.
The Manager
A respected national lawyer in the business immigration field, Mr. Morris has 18 years of experience advising
companies and individuals on structured investments relating to both the EB-5 immigrant and E-2 nonimmigrant
investor visa programs. (Figure I) Mr. Morris has successfully completed two recent EB5 regional center projects,
including EB5 America – Sugarbush LP and EB5 America – O Street Market LP, resulting in more than 49 approved
I-526 petitions, including an Administrative Appeals Office (“AAO”) approval. (Figure J)
Figure I: Experience
David Morris also has significant academic experience with the EB-5 visa program. Some of his recent EB-5 activities include
the following:
 One of 10 lawyers to serve on AILA’s National EB-5 Investor Visa Committee for 2010-2011 term. The American Immigration Lawyers Association
(“AILA”) is the national association of over 11,000 attorneys and law professors who practice and teach immigration law.
 Interviewed for Baltimore Business Journal article “Marquee Md. Real Estate Projects Seek Foreign Investment,” exploring EB-5 Program activities
in Maryland. (February 18, 2011).
 Co-Organizer, AILA 2011 Special Topics Conference EB-5 Investors & Regional Centers – Emerging Issues & Winning Strategies for your Clients and
your Practice. (Las Vegas/March 15, 2011).
 Panelist (Advanced Topics), “EB-5 Lore vs. EB-5 Law” for AILA 2011 Special Topics Conference EB-5 Investors & Regional Centers – Emerging Issues
& Winning Strategies for your Clients and your Practice. (Las Vegas/March 15, 2011).
 Discussion Leader (Advanced Topics), “Creating and Representing Regional Centers,” for AILA 2011 Special Topics Conference EB-5 Investors &
Regional Centers – Emerging Issues & Winning Strategies for your Clients and your Practice. (Las Vegas/March 15, 2011).
 Discussion Leader of Three-Part Legal Conference Series: Investor Options for Experts, organized by ILW.Com – believed to be the largest daily
publishing company exclusively in the field of immigration law. (April 2010).
 Author of a book chapter entitled “Reading the TEA Leaves: Exploring the Targeted Employment Area Rules Of the EB-5 Investor Visa Program”
published by AILA Immigration Options for Investors & Entrepreneurs book (2nd Ed.) (June 2010).
 Co-author of a law review article: Realizing The Economic Development Goals of EB-5 Through An Integrated Targeted Employment Area
Definition. Bender’s Immigration Bulletin/Lexus Publishing. October 15, 2009. Recommendations adopted by Congressman Polis (D-CO) and
incorporated into proposed legislation to improve EB-5 Program and establish new “Start Up” Visa.
 EB-5 Program panelist (Advanced Topics) for AILA 2010-Special Topics Conference EB-5 Investors (Boston/August 29, 2010).
 Panelist with USCIS on 3-Part Legal Conference Series: Investor Options for Experts, organized by ILW.Com. (December 19, 2009).
 Interviewed for Sunday's The Washington Post article "Immigrants Invest in U.S. Businesses in Exchange For Visas" exploring the EB-5 investor visa
(Green Card) program. (January 10, 2010).
EB5 Project
EB5 America- Sugarbush LP
EB5 America – O Street Market LP
Figure J: Previous EB5 Projects
Regional Center
State of Vermont
Regional Center
DC Regional Center LLC
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
Approved I-526 Petitions
38*
*includes AAO approval
11
David Morris Role
Co-Owner of
General Partner
Co-Owner of
General Partner
14
Solely the Manager will conduct the day-to-day management of the Company. In this capacity, the Manager is
solely responsible for oversight and management of all operations, including management of regional center
matters, immigration matters, financial matters, promotions, and liaison with USCIS. The duties of the Manager
include:

Determining that the Project meets the minimum requirement for investment under the EB-5 Program;

Determining that the Project is projected to meet the criteria for job creation under the EB-5 Program;

Monitoring the loans to the Borrower and financial performance of the Project;

Ensuring the Borrower meets its interest and repayment obligations under the Loan Agreement;

Reporting to the EB5 Members;

Maintaining Company books and records; and

Retaining lawyers, auditors and other professionals as may be required on behalf of the Company.
The Manager is entitled to receive fees for services and expenses. The Manager is entitled to receive an annual
Management Fee of one percent (1.0%) levied by the Manager and paid by profits (if any) received from the
operations of the Company (other than EB5 Investors’ Capital Contributions). The Manager is also entitled to
receive a percentage of the Company’s profits, if any, as described in the Company’s Operating Agreement. Last,
the Manager is entitled to receive from the Borrower (not the Company) a one-time Loan Origination Fee which
shall accrue to the exclusive benefit of the Manager.
Consultants and Advisors to the Manager
The Manager has retained a number of consultants and advisers to confer with on various aspects of the Offering
and Business Plan. Brief introductions of some consultants and advisers to the Manager are listed below:
List of Consultants and Advisors to the Manager
Immigration Law:
Lincoln Stone, Esq.
Stone & Grzegorek LLP
www.lskglaw.com
Mr. Stone is an expert in the complex area of immigration law concerning investors and
entrepreneurs. He is Editor-in-Chief of both editions of the book Immigration Options for
Investors and Entrepreneurs, published by the American Immigration Lawyers Association
(AILA). Mr. Stone served for five years as Chair of AILA’s Investor Visa Committee.
Corporate Law:
Ed Wender, Esq.
Venable LLP
www.Venable.com
Securities Law:
Dan Kolber, Esq.
Law Offices of Daniel H. Kolber, P.C.
www.Kolber.com
Economist:
Performance Economics, LLC
Accounting Services:
Simpson H. Gardyn, CPA
Gorfine, Schiller & Gardyn, PA
www.gsg-cpa.com
With nearly 600 attorneys in offices across the country practicing in all areas of corporate and
business law, complex litigation, intellectual property, and regulatory and government affairs,
Venable is one of America's top 100 law firms.
Mr. Kolber provides legal advice on securities law issues and compliance. He has more than
30 years of legal experience in raising capital in exempt and registered offerings. His
education is as follows: New York University School of Law, Ll.M., 1981; University of Virginia
School of Law, J.D., 1978; and Boston University, B.A., 1975, magna cum laude.
Economic consulting firm specializing in EB-5 immigration analysis, economic impact studies
of development projects and new construction, models of state/local tax receipts, impact of
current and proposed government legislation, and construction of econometric models for
individual industries and companies.
Ms. Gardyn has over 30 years of experience in tax and business advisory services. He was
named one of Baltimore’s “Top 40 Accountants” in Smart CEO Magazine. The accounting
firm is ranked as one of the top 10 largest accounting firms in the State of Maryland.
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
15
EB5 Members
The EB5 Members are entitled, among other things, to receive allocation of taxable income, if any, and loss and
cash distributions, if any, according to the terms of the Operating Agreement. The Units do not entitle the EB5
Members to any guaranteed return or return of capital as such is prohibited by immigration laws which require that
the Investors’ capital be “at risk”, that is, subject to the risks and contingencies of the business in which they are
investing. The rights, privileges and obligations of the EB5 Members are governed by the Operating Agreement,
and include the following (in addition to certain other rights under the Maryland Limited Liability Act (the “Maryland
LLC Act”) :

After an EB5 Member has made his USD$500,000 Capital Contribution to the Company and paid the
Administrative Fee, he cannot be required to make additional Capital Contributions.

Approval of the EB5 Members is required before the Company can sell or lease all or substantially all of the
Company’s real estate, seek bankruptcy protection, dissolve or wind up, or confess judgment.

An EB5 Member may engage in other business ventures, including ventures that compete, directly or
indirectly, with the Company.

An EB5 Member may inspect the Company’s property at all reasonable times and is entitled to inspect and
receive business, financial and tax records of the Company.

An EB5 Member will share in the Company’s profits, if any, and losses, if any, in the manner described in
the Operating Agreement.

The EB5 Members may remove the Manager for cause and appoint a successor Manager.

The EB5 Members have a right to attend the Company’s meetings.

An EB5 Member who does not knowingly permit his name to be used in the name of the Company or who
does not hold himself out as an agent of the Company is not liable for the debts of the Company.
Consistent with EB-5 Program regulations and as applied to this transaction, Investors serving as EB5 Members are
not required to and may not engage in the day-to-day management of the Company. This allows Investors the
opportunity to live and work anywhere in the United States and still comply with the EB-5 Program. However, EB5
Members are required to participate in certain policy matters relating to the Company’s business by serving as a
Company Director on the EB5 Member Advisory Panel (“MAP”). It is important to note that the MAP acts in an
advisory capacity only and its role therefore is designed so as not to violate the passivity requirement for EB5
Members. (Figure K) The Manager believes, but cannot guarantee, that this advisory capacity does not violate the
passivity requirement as required by applicable EB-5 regulations.
Figure K: EB5 Members’ Role In Management of Partnership
EB5 Member
Advisory Panel
("MAP") composed
of all EB5 Members
MAP issues nonbinding input to the
Manager regarding
Company business
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
Manager considers
non-binding input
issued by MAP
Manager makes
decisions
regarding
Company business
16
The Manager intends to ask the MAP to provide non-binding input in establishing or modifying general policies.
Additionally, the Manager will provide the MAP with an opportunity to receive, review and provide non-binding
comment on periodic management reports, financial or accounting reports, and construction reports issued by the
Company or the Borrower.
The purpose of the MAP is to comply with the requirements of the EB-5 Program, which mandates that the Investor
act as an entrepreneur regarding his investment in the Company; and the requirements of the Maryland LLC Act
that restricts the involvement of a member in the involvement of the business affairs of the company as a condition
of limiting a member’s personal liability for the debts and torts (wrongful acts) of the Company. The Manager
believes, but cannot guarantee that the MAP achieves these two major objectives and has not obtained an opinion
of legal counsel guaranteeing the structure’s effectiveness in this regard or any other matter affecting the Offering’s
and Investors’ compliance with the EB-5 Program.
Conclusion
This Business Plan offers 130 EB-5 investors the opportunity to partake in the development of a major project that
has gained support by both the State of Maryland and the City of Baltimore. The State has committed to a 20-year
lease for over 85% of the total leasable space developed in Phase I of the Project. The State has committed to the
Project because it expects the Project to bring new investment, new residents, and new taxes to a site that currently
divides communities and generated no tax income for the City of Baltimore.
Furthermore, based on the USCIS-recognized RIMS II modeling, the development of Buildings G and I2 expect to
create 2,428 new jobs, including 2,216 qualifying jobs due to construction expenditures. Although this job creation
could support 221 EB-5 investors, the Company will extend this offering to a maximum 130 EB-5 investors.
The Project offers the chance to build on the economic power of the State’s office presence in Baltimore and knit
together existing transit, cultural, institutional, academic, and neighborhood assets in a collaborative and
sustainable way. The Company believes this Business Plan, together with all of the related offering documents,
provides a credible and comprehensive description of the proposed structure, operations, management, investment,
and job creation activities expected by EB5 StateCenter I, LLC.
For more information, contact:
DAVID M. MORRIS
Managing Member | SC Management Services, LLC
Managing Member, EB5 StateCenter I, LLC
1806 11th Street NW | Washington, D.C. 20001
[email protected] | (202) 747-1814
©EB5 StateCenter I LLC. All rights reserved.
Business Plan (rev.6/20/2011)
17