Orlando Paradise Hotels and Resorts

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Orlando Paradise Hotels & Resorts

Executive Summary

Table of Contents SUMMARY 3 DESCRIPTION ..................................................................................................................................................... 4 FEATURES SUMMARY........................................................................................................................................ 4 COMPANY.......................................................................................................................................................... 6 MANAGEMENT .................................................................................................................................................. 6 DEVELOPER 6 MARKETING ....................................................................................................................................................... 6 Target Demographic Segments 7 Marketing Channels....................................................................................................................................... 7 FINANCIAL.......................................................................................................................................................... 8 The Ask 8 Proceeds Use & Construction........................................................................................................................ 8 Financial Projections 8 USE OF PROCEEDS & CONSTRUCTION TIMELINE 9 SUMMARY FINANCIAL PROJECTIONS .............................................................................................................. 10 RCI LETTER ....................................................................................................................................................... 11 Contact Orlando Paradise Hotels & Resorts LLC www.ophrllc.com Carmen Ciliberti Chief Executive Officer, President & Founder 1 (321) 946-1116 carmen.ciliberti@ophrllc.com ferrari455@gmail.com Copyright 2022 AGML-20220927 CONFIDENTIAL Page 2 of 11

Executive Summary

ORLANDO PARADISE HOTELS & RESORTS

SUMMARY

The ORLANDO PARADISE RESORT is a $2 Billion USD luxury resort complex (the “Project”). It is a product of Orlando Paradise Hotels & Resorts LLC (“OPHR”), a local real estate investment firm and a world-class team of fractional and commercial real estate professionals, architects, designers, and Green consultants. The Project covers 172 acres located on the shore of Lake Bryant in Orlando, Florida, USA in close proximity to Disney World, Universal Studios theme parks, the Orange County Convention Center, and a total of 192 attractions The goal is to create a 7-star destination with a diversified set of facilities that has a wide appeal to a broad range of demographics year-round. See www.ophrllc.com.

OPHR is seeking $2 Billion in financing for the construction and operation of the project. Based on management’s experience, the project is expected to earn sufficient net revenues to repay the debt within 5 years or less, thereby lowering risk for any mid- to long-term loan. Projected net profit from operations is $3.52 Billion in the first 5 years.

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DESCRIPTION

The ORLANDO PARADISE RESORT will have a combination of capabilities and amenities (as listed below in the Features Summary). The Project integrates Vacation rentals, luxury mid-tier hotels, shopping, entertainment, restaurants, and outdoor recreation into one resort complex.

The design of the Project is based on the town concept. By including a completed, full-service ‘Village’, we are creating an inviting location where the vacation home owners, casual vacationers, day visitors, and business attendees can enjoy their time in the resort without the need for driving all over town. Simultaneously, we are close enough to the other major attractions in the area to make them easily accessible. These features increase our desirability to several demographics.

The location was specifically chosen due to its proximity to the Orlando destination complex, which includes Disney World, Universal Studios, 192 Attractions and Orange County Convention Center. The proximity to these destinations means the transportation, logistics, support services, and other highly important infrastructure are already well-established. Together with our offerings listed above, the Project will appeal to a wide set of demographics, generating year-round attendance and revenues.

The City of Orlando called this project, “The Jewel of Orlando.” After review of the business plan, RCI, the largest and highest quality vacation exchange company in the world (see attached letter), will award this resort with a provisional 'Gold Crown' designation (See the RCI letter below.). This resort will become the third '7 Star Resort' in the world upon completion.

Features Summary

The major features of the Project include:

● 3500 Vacation Ownership Club fractional use condominiums. These are typically known as time-share units. Each is an apartment that is sold per week. These will be provided in seven, 500-unit, 40-story buildings. (See the illustration on the document cover.) Zoning for these (and the hotels) have been approved.

● 1,100 keys in a combination of hotels. The Principles have worked with a range of hoteliers, such as Wyndham Hotels & Resorts, Marriott International, and Intercontinental Hotels Group. Preliminary discussions indicate these and other groups are interested, especially since the Project will joint-venture 50/50 with them on the facilities.

○ Luxury hotel accommodations - 400 rooms in one building

○ Mid-tier hotel rooms as vacation - 700 Rooms in two buildings

○ Business - a portion of the hotels will be focused on business services.

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● A “Village” consisting of 157,000 SF of mixed-use commercial space. The Village will be a shopping, dining, and entertainment district that will emulate features found in the more successful districts around the globe. To cover the possible demographics, the approach in different zones within the Village will range from a Beverly Hill’s Rodeo Drive and Paris’ Rue Montaigne sophistication to a Las Vegas Strip and Disneyland style accessibility. Similarly, to Disneyland, the differing zones will be constructed to blend into each other smoothly.

The Village will include:

○ High-end luxury goods shops

○ World-class Michelin-rated restaurants ○ Mid-tier tourist shops and restaurants ○ A world-class Spa facility

○ Arcade gaming and Street Entertainment ○ Small event and convention center (new to resorts with vacation ownership)

○ Room service Food & Beverage (new to vacation ownership)

● A world-class Golf Course similar to Pebble Beach with up to 2 miles of lake beachfront planned. The course architect has yet to be selected. One of the Principals has PGA connections and will initiate selection upon funding.

● Commercial office space and facilities will be available for lease. We foresee some will be for companies that will provide secondary services to the project’s clientele, and some will be for organizational meetings and conventions.

● An Outdoor Amphitheater able to service A-list performances (Bruno Mars is the scheduled first show). The capacity will be finalized during planning and is expected to have a capacity minimum of 5,000, with a desirable upper capacity of 20,000. Shows will be streamed for added publicity and revenue.

● A Marina & Beach will be built on the lakeshore to provide immediate access to watersports and beach activities.

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COMPANY

Orlando Paradise Hotels & Resorts LLC (OPHR) was established specifically to develop the Project. OPHR, and the Project as a whole, is the creation of Mr. Carmen Ciliberti. OPHR LLC is a real estate and timeshare investment company. Company executives consist of 130 combined years of commercial and fractional real estate sales, marketing, management, and operations. Projected total personnel for construction, marketing, sales, finance, operations, legal, human resources and technologies will number approximately 3500-5000 domestically once fully operational. This figure includes employees as well as outsourced construction personnel.

MANAGEMENT

• Carmen T. Ciliberti - Chief Executive Officer, President & Founder

• Brent Ziegler - Chief Financial Officer

• Hugo Tirado Vilarino - Chief Operating Officer

• Bill Shanley - Chief Information Officer

• Greg Garner - Senior Executive Vice President of Sales & Marketing

• Agustin J. Escobar - Executive Vice President of Sales & Marketing

• Timothy Parker - Executive Vice President of Off-Site Sales & Marketing

• Gary Wadkins - Developer for over 40 years

DEVELOPER

OPHR is contracting with a very capable and experienced developer, the Four Star Capital Group Inc. Please see the accompanying PowerPoint presentation for a sampling of Four Star’s completed projects. Four Star is owned and operated by Mr. Gary Wadkins, the former owner of the NFL team, the Dallas Cowboys, and has 40 years of development experience.

The Developer and OPHR will mutually select the EPC companies and other vendors as appropriate.

MARKETING

Our marketing programs are going to be unique to the vacation ownership industry, and are created to grab the publics' attention. Our marketing begins with our design. Not only are we the first vacation ownership resort to incorporate the Village concept, we are also the first to be a truly Green Vacation Ownership Resort. Our unit design and construction will be geared toward the next generation of purchasers, those that demand intelligent living space with cutting-edge technology and common areas that meet their personal and family needs. Tying it all together will be the unique TeamShare referral program, truly rewarding members for their desire to vacation with similar people.

Our primary target market includes domestic families and individuals with credit scores of 600 and above, as well as international families and individuals who travel to the United States. We will use relationship marketing as our primary entry into people's thinking. Our secondary market targets the small business owner who has the vision to combine vacations with team development. Please see the attached letter from RCI.

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TARGET DEMOGRAPHIC SEGMENTS

We are seeking a combination of demographics that overlap to a degree and, in combination, will keep the Project fully occupied year round. These are:

1. Vacation Home Owners - These are people interested in a timeshare vacation ownership. There is an increasing demand for such units as people have lower discretionary income after the pandemic and the current economic situation. Millions of people cannot afford a second vacation home outright, but can afford a “fractional” ownership in one, just like many of the wealthy have fractional jet ownerships. The ease of ownership without the maintenance, taxes, and lack of amenities is a massive draw for this demographic.

2. Luxury Visitors - There is an interesting demographic of people that can afford luxury accommodations, but also seek the attractions found in the Orlando area. Many of these are international guests seeking to visit these unique, world-recognized entertainment parks while also seeking upscale accommodations that are not typically found at those same parks. In this regard, the Paradise Resort will accommodate them in all areas, providing a nearly continuous flow of highend clients.

3. Businesses - Business customers, especially mid-sized associations, seek a combination of full services, affordability, recognition, and ease of access for conventions and annual meetings. The ability to make a business convention into a family vacation is important for many business peopleprovided there are sufficient attractions to occupy the family while the business person attends the convention or meetings. The Project will provide all of those and more such that the Paradise Resort will become a preferred destination.

4. General Vacation and Casual Visitors - The Project will become a draw for people wanting a new experience vacation, those seeking a secondary destination while visiting one of the other local attractions, and even local residents shopping and dining in the Village.

MARKETING CHANNELS

The Principals have significant marketing experience in this industry and in large promotions. They will employ a combination of the following channels to brand and market the Project:

● Social Media

● Website advertisements

● Print

● Radio

● Television

● Sponsorships

This last will be particularly effective, as we will sponsor various concerts, such as the planned Bruno Mars production, in combination with a sweepstakes giveaway. Significant effort has been put into developing this channel, which will generate a combination of hundreds of millions of impressions while simultaneously developing a multimillion-name database to use for marketing leads.

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The Project is requesting $2 Billion USD to construct and operate the Project, including funding charges and contingency.

PROCEEDS USE & CONSTRUCTION

Please refer to the Use of Proceeds & Construction Timeline page below. This page provides the budgetary costs of each major portion of the Project and the associated construction phase. The Project is planned to be constructed over a 4-year period, with three overlapping phases of two years per Phase. The first Phase will include the Village and the first vacation home building, hotel, golf course, and amphitheater. These will provide revenues starting halfway into the second year. Each subsequent Phase expands these capabilities and the associated revenues.

FINANCIAL PROJECTIONS

Please refer to the Summary Financial Projections page attached below.

For simplicity of presentation, each of the major divisions of marketable goods and services provided by the Project - Vacation units, Mid-tier and luxury hotel rooms, concert tickets and merchandise, and the Village retail sales - are treated as a profit center. For example, the Village is the ‘Retail’ entry and includes all sales of merchandise, restaurants, cafes, clothing, and other goods and services sold in the various shops that comprise the Village. The costs of goods sold, revenue shares, labor and overhead costs are all deducted, providing a net revenue figure. This is carried through for the other categories.

Sales. This ‘Sales’ section shows the number of ‘Units’ sold in each of the major profit centers, such as vacation time share units, hotel nightly rooms, concert tickets, and retail sales.

Revenues. These are the net profit per profit center. As described in the Construction Schedule and shown in the Summary Financial Projections page, operations are expected to start revenue generation in the second half of year 2 as the various facilities of Phase 1 come online. Thereafter, the revenues will increase as each facility comes online, and/or is sufficiently advanced in construction to allow presales. This later will occur for the 7 Vacation facilities, with sales of the units beginning about 6 months prior to completion.

Breakeven. There are 2 breakeven points. The first can be considered operational breakeven. This happened at the end of year 2, with projected net operating revenues of $511 million. The second is in the first half of year 4 when the ‘End of Year Cash Position’ exceeds the total loan of $2 Billion.

Expenses. Non-profit center expenses are separated in two categories - Operating and Construction. These are combined on the Financial Projections page to give a concise view of the Project's financial position during the initial 5-year period. Operating Expenses are just the cost of “Headquarters” general and administrative expenses, plus debt servicing.

The two profit lines show operating profit only, while the second ‘Combined EBIDA’ shows the net after construction costs are included.

End of Year Cash Position shows the full cash balance of the Project at the end of each year.

Note that debt servicing is based on a 4.5% interest-only rate with a two-year moratorium and a balloon payment. The Project cash flow can support a fully amortizing loan, so there should be no issue if that is the result of loan negotiations.

FINANCIAL THE ASK
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OPHR Orlando Paradise Project

Use of Proceeds and Construction Timeline

Phase 1

Years 0-2

Phase 2 3

Years 2-3

Phase 3 3 Vacation Bldgs

Years 3-4

Note * - 350 rooms per hotel. Construction costs, revenues and expenses shared equally with hotel franchiser.

Note ** - 400 rooms per hotel. Construction costs, revenues and expenses shared equally with hotel franchiser.

Timeline Structure Cost Totals Land Acquisition Village
Vacation
bldg
Mid-Tier
Hotel *
Course
Hotel
Amphitheater Golf
Luxury
** Mid-Tier Hotel *
Vacation
Bldgs
Movie
Marina
theaters Beachfront
Construction Total Contingency Project Total Fees Loan fees Insurance Broker Total Fees Grand Total Finance Request $140,000,000 $100,000,000 $150,000,000 $75,000,000 $15,000,000 $6,000,000 $486,000,000 $125,000,000 $75,000,000 $450,000,000 $5,000,000 $30,000,000 $10,000,000 $695,000,000 $450,000,000 $450,000,000 $1,631,000,000 10% $163,100,000 $1,794,100,000 6% $120,000,000 3% $60,000,000 1% $20,000,000 10% $200,000,000 $1,994,100,000 $2,000,000,000
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OPHR Orlando Paradise Project

Summary Financial Projections

22 Sept 2022

Notes: All revenues are net of associated expenses. Each is treated as profit center and has direct expenses and costs of goods sold deducted. G&A are headquarters/managerial expenses not otherwise allocated to a profit center.

Year 1 Year 2 Year 3 Year 4 Year 5 5-Year Totals Financing $2,000,000,000 Sales - Units Vacation Sales Units 26,000 31,200 78,000 46,800 182,000.00 Mid-Tier Rooms 127,750 255,500 255,500 255,500 894,250.00 Luxury Hotel Rooms 146,000 146,000 146,000 438,000.00 Concerts 10,000 20,000 20,000 20,000 70,000.00 Net Revenues Vacation Sales Units $486,200,000 $583,440,000 $1,458,600,000 $875,160,000 $3,403,400,000 Mid-Tier Rooms $4,303,578 $8,607,156 $8,607,156 $8,607,156 $30,125,047 Luxury Hotel Rooms $10,939,050 $10,939,050 $10,939,050 $32,817,150 Concerts $500,000 $1,000,000 $1,000,000 $1,000,000 $3,500,000 Retail $5,000,000 $20,000,000 $150,000,000 $200,000,000 $375,000,000 Total Net Revenues $496,003,578 $623,986,206 $1,629,146,206 $1,095,706,206 $3,844,842,197 Expenses General & Administrative $6,500,000 $15,000,000 $15,000,000 $15,000,000 $15,000,000 $66,500,000 Debt Service $90,000,000 $90,000,000 $90,000,000 $270,000,000 Total $6,500,000 $15,000,000 $105,000,000 $105,000,000 $105,000,000 $336,500,000 Net Profit $6,500,000 $481,003,578 $518,986,206 $1,524,146,206 $990,706,206 $3,521,342,197 Construction Expenses Phase 1 $162,000,000 $324,000,000 $486,000,000 Phase 2 $278,000,000 $417,000,000 $695,000,000 Phase 3 $180,000,000 $270,000,000 $450,000,000 Total $162,000,000 $602,000,000 $597,000,000 $270,000,000 $1,631,000,000 Combined EBITDA $155,500,000 $120,996,422 $78,013,794 $1,254,146,206 $990,706,206 $1,890,342,197 Financing Fees $200,000,000 End of Year Cash Position $1,644,500,000 $1,765,496,422 $1,843,510,216 $3,097,656,422 $4,088,362,628
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March 12, 2022

Dear Carmen,

We are very excited at the potential of the Paradise Orlando Resort; with a great location, amenities and executive team, with the proximity to Disney World, the future looks bright!

As the industry leader in Vacation exchange, RCI is the largest and highest quality exchange company with 4500+ affiliate resort partners in over 100 countries around the globe and a member base of 3.8 million vacation member families. Each year, we perform over 2.5 million exchanges and are the largest holiday vacation rental company throughout Europe with 20 + brands. Today, we have a loyal base of vacation rental clients in North merica who look to RCI’s Endless Vacation Rental brand to fulfill their vacation needs. Not to mention, we can assist you in growing your lead generation efforts and overall rental growth through these channels.

This letter is to confirm that based on the plans reviewed for quality, amenities and unit configurations that RCI would love to affiliate this resort! As well, upon further review of the package, we would award a provisional Gold Crown designation, our highest quality and service designation.

This designation is maintained by scores indicated in comment card responses RCI receives from members who exchange into Orlando Paradise Resort for hospitality, ease of check in, resort amenities, unit amenities, unit maintenance and area attractions.

RCI is the leader in the vacation ownership exchange and rental industry and is proud to partner with Orlando Paradise Resort.

We look forward to working with your team to assure the success of Orlando Paradise Resort, please feel free to contact me should you have any questions.

Kind regards,

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