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                                          D 2 A DVISORS I NC . 	
  
                                          R e a l 	
   E s t a t e 	
   C a p i t a l 	
   A l t e r n a t i v e s 	
  

David Hayes                                                                                                                                         David Wrubel
561.733.0092 Office / 561.702.3483 Cell                                                                                   860.673.1626 Office / 860.751.9484 Cell
dhd2@bellsouth.net                                                                                                                      davidw@d2advisors.com
Revised	
  December	
  2012	
  




                                     What We Do
Established in 1988, D2 Advisors has worked with a variety of real estate entities, assisting
them in all aspects of raising recurring capital through multiple sources. 100% of our business
derives from recommendations by current and former clients, major law firms, and word-of-
mouth from other industry participants. We do no advertising.

Our focus       is working with experienced, successful real estate operating companies, structuring
institutional quality joint ventures that provide investors with exceptional risk-adjusted returns.

We develop appropriate, high quality real estate investments to Family Offices, Endowments,
Charitable Trusts, and High Net Worth Investors. We emphasize smaller transactions ($15 to
$100 million of equity) designed for single or a small group of investment entities. We are not
brokers; rather, we are always heavily involved in structuring each transaction, enabling us to
ensure that they meet the needs of both our clients and those of prospective investors.
We rebrand companies, create investment structures and joint venture models, organize due
diligence material, identify prospective capital sources, and represent clients in property
acquisitions or development activities. In addition, we have executed refinancings, property
sales, and recommended other organizational enhancements that would accelerate the
process.
Our retail clients have included Principal Real Estate Investors, CharterMac (formerly the Related
Companies), Henderson Global, The Lightstone Group, Equity Global Management, D&L Energy,
and The Zamias Companies.


   Some clients, past and present:                                            Financial intermediaries
                                                                         with which we have worked:
   Principal Real Estate Investors
                                                                                       Goldman Sachs
   Henderson Global NA
                                                                                         Merrill Lynch
   Related Capital (CharterMac)
                                                                                                Apollo
   Morgan Management LLC
                                                                                                  UBS
   Equity Capital Management
                                                                                         Regions Bank
   Montecito Medical Investment Company
                                                                                    Inland Real Estate
   Colony Development Partners LLC
                                                             Transwestern Realty Finance Partners LLC
   The Lightstone Group
                                                                    Friedman Billings, Ramsey & Co.
   Campus Development and The FortGroup
                                                                            Harrison Street Real Estate
   Velsor Properties
                                                                           Equity Capital Management
   The Adler Group
                                                                        Strategic Capital Advisors LLC
   Century Real Estate (Odyssey Securities
                                                                                  L&B Realty Advisors
   Stratstone Financial LLC
   D&L Energy
   The Zamias Companies
                                                      	
  
                                                      	
  




                                                  2
Revised	
  December	
  2012	
  



              S elected A ccom plishm ents and A ctivities
Equity Global Management                                                 2007-Present                            Chicago IL
Worked with EGM on a variety of projects, including analyzing its entry into the retail Reg.D market, an IPO, and
currently are raising institutional capital for the company’s fifth net lease income fund.
Morgan Management LLC                                                    2010-Present                        Rochester NY
Engaged by this $1.7 billion private company in January 2010 to assist its RV Resort Division, which holds an exclusive,
long-term franchise agreement with NASCAR, to develop an expansion strategy, present various joint venture structural
alternatives, and source capital to fund its growth. We are presently in discussions with a number of investment banks
and private equity firms to accomplish this. We are simultaneously working with Morgan to double the size of its
apartment holdings, from 15,000 to at least 30,000 units over the next few years, and are in the process of identifying
suitable joint venture partners for this effort.
Colony Development Partners LLC                                          2007-2011                           Charlotte NC
Presently advising the Company in structuring a series of transactions focused on specialized rehabilitation hospitals
where the hospital corporation is the Master Lessee.
Originally retained by this privately held real estate development company to do a complete financial review, position it
to attract recurring, institutional equity capital, and source such capital to finance its development activities. We identified
an institutional equity source, and in Dec. 2008 the Company signed a joint venture agreement in which the institution
has committed $40 million of equity capital to finance Colony’s development pipeline of medical office buildings and
related health care real estate projects. This represents approximately $150 million of new construction.
The Fort Group                                                           2003-2008                       St. Augustine FL
Structured and arranged a $24 million all cash institutional acquisition of an existing student housing complex near
Texas A&M University.
Structured and concluded a $22 million recapitalization - refinanced the debt and sourced new institutional equity - for
an existing student housing complex at the Univ. of Georgia, Athens GA. The asset performed better than projected,
and was sold in November 2007, delivering a 19% Internal Rate of Return to the institutional investor.
Arranged the $24 million sale of an existing student housing complex near the University of Oklahoma, Norman OK.
Secured $33.5 million permanent financing for an existing student housing project near the University of South Florida,
Tampa FL. Advised the company on $50 million of non-recourse construction financing that it successfully obtained for a
student housing development near the University of Florida, Gainesville.
Stockbridge Resort Group LLC                                             2006-2008                       Stockbridge MA
Raised private equity for the purchase and permitting of 325-acre estate in the Berkshires (Stockbridge MA), for
preservation and re-use as a five star resort, spa, and private residence enclave. Provided financial advice and
assistance to the LLC.
The Velsor Group                                                         2006-2007                              McLean VA
Retained to assist in the structuring and institutional distribution of a metro Washington DC real estate fund for this
private company with over 2 million square feet of flex industrial space and a conservative investment approach that has
delivered consistent returns to investors.
Principal Real Estate                                                    2003-2005                         Des Moines IA
Advised Principal on a variety of matters over three years, including identifying alternative sources of equity capital,
structuring a variety of transactions, building financial models for the Company’s use, and asset sales.
Henderson Global NA                                                      2003-2005                    Hartford, Chicago
Engaged to structure a number of funding alternatives for raising equity from alternative sources, and the company’s
suitability to do so. Also, arranged for the purchase of a $34 million asset for one of its private asset accounts.



                                                            3
Revised	
  December	
  2012	
  

                                                  	
  
                                  P rincipal B iographies
	
  
David Hayes
David Hayes has more than thirty years of experience in real estate securities, financing, and
development. After a successful 10-year career with a national brokerage firm, where he co-
founded the syndicated real estate group, and five years as EVP for a national real estate
firm, he began consulting privately for a number of large real estate entities. He has
represented the Belzberg family, First City Investments, Chris Hemmeter, who developed
most of the Hyatt and Westin resorts in Hawaii, and The Fogelman Companies, a national
developer of multi-family residential properties.
At Prudential Securities, Mr. Hayes was the force behind the creation of the industry’s first
organized real estate syndication group. He was primarily responsible for all sales
management, training, and tax matters, and lectured extensively both inside and outside of
the firm on tax related technical issues to audiences that included legal and accounting
organizations and investor groups.
In early 1982, Mr. Hayes joined a new Van Kampen real estate entity, where he developed
large private placements of real estate properties syndicated through national securities
firms. This had never been done before. In five years, the departments he assembled and
managed raised over $3 billion dollars of equity. When he left the company, VMS Realty
controlled a portfolio valued at over $8 billon; soon thereafter Xerox Corporation bought
25% of VMS for $200 million.
Mr. Hayes formed the predecessor firm to D2 Advisors in 1988 to provide consulting
services to national and international real estate firms. He oversaw a successful REIT IPO for
the Hemmeter Group, underwritten by Paine Webber, and raised capital for a number of
other offerings that encompassed all areas of real estate.
In the mid 90’s, Mr. Hayes was engaged in the private development of commercial
properties in both Florida and Maine, including mixed-use centers, multi- family
residential properties, and mid-sized single-family residential development. In late 2000,
Mr. Hayes was asked by a number of major law firms to resume consulting with various
real estate groups. He recruited David Wrubel, a Wall Street associate for 20 years, to join
him in creating the real estate consulting group now known as D2 Advisors.


David Wrubel
With over twenty six years of institutional and retail capital markets experience, Mr.
Wrubel’s work includes capital raising, new business development, infrastructure design and
implementation, product development, sales strategies and tactics, and traditional and
technological marketing, among others.
After earning an MBA from the Freeman School of Business at Tulane University, Mr.
Wrubel held sales, marketing, and product development positions at Advest, the retail
brokerage division of Drexel Burnham Lambert, and Prudential Securities, all directly
involved in raising capital primarily for real estate investment products. In 1994, CIGNA



                                             4
Revised	
  December	
  2012	
  

recruited him to help build an external distribution and sales division for variable insurance
products. He was responsible for selling group development, building and implementing a
key account system, was heavily involved in the external sales effort and product marketing,
and spoke at numerous industry conferences sponsored by the National Association for
Variable Annuities, Bank Securities Association, The Conference Board, and others.
As senior vice president and director of marketing at Funds Distributor Inc., Mr. Wrubel was
responsible for the firm’s consulting and marketing activities on behalf of its clients, which
included Morgan Stanley, Brinson Partners, Harris Bank, and others, as well as an in-house
advertising and communication group that provided such services to the firm’s clients.
Prior to establishing D2 Advisors, his consulting clients included Chase Manhattan Bank,
John Hancock Financial Services, The Phoenix Companies, Sun Life of Canada (US), Assante
Corp. (Canada), and others. Some examples of Mr. Wrubel’s assignments:
o    Phoenix Insurance and Annuities: Developed and ran a comprehensive, four-week
     “boot camp” program to train wholesalers (external and internal) for the annuity and
     life insurance businesses of a major insurance company.
o    John Hancock Financial Services: Completed a multi-part assignment to assist client in
     repositioning its career agency as an independent broker-dealer. Deliverables
     included market analysis, a “best practices” report, compensation and product
     recommendations, technology utilization, recruiting, and tactical implementation.
o    Sun Life of Canada, US: In-house executive-in-residence assignment focused on
     developing and implemented a comprehensive new account development and
     relationship management program, and expansion of the internal sales desk for
     client’s variable products distribution division.




                                             5

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D2...What We Do

  • 1. 2 D D 2 A DVISORS I NC .   R e a l   E s t a t e   C a p i t a l   A l t e r n a t i v e s   David Hayes David Wrubel 561.733.0092 Office / 561.702.3483 Cell 860.673.1626 Office / 860.751.9484 Cell dhd2@bellsouth.net davidw@d2advisors.com
  • 2. Revised  December  2012   What We Do Established in 1988, D2 Advisors has worked with a variety of real estate entities, assisting them in all aspects of raising recurring capital through multiple sources. 100% of our business derives from recommendations by current and former clients, major law firms, and word-of- mouth from other industry participants. We do no advertising. Our focus is working with experienced, successful real estate operating companies, structuring institutional quality joint ventures that provide investors with exceptional risk-adjusted returns. We develop appropriate, high quality real estate investments to Family Offices, Endowments, Charitable Trusts, and High Net Worth Investors. We emphasize smaller transactions ($15 to $100 million of equity) designed for single or a small group of investment entities. We are not brokers; rather, we are always heavily involved in structuring each transaction, enabling us to ensure that they meet the needs of both our clients and those of prospective investors. We rebrand companies, create investment structures and joint venture models, organize due diligence material, identify prospective capital sources, and represent clients in property acquisitions or development activities. In addition, we have executed refinancings, property sales, and recommended other organizational enhancements that would accelerate the process. Our retail clients have included Principal Real Estate Investors, CharterMac (formerly the Related Companies), Henderson Global, The Lightstone Group, Equity Global Management, D&L Energy, and The Zamias Companies. Some clients, past and present: Financial intermediaries with which we have worked: Principal Real Estate Investors Goldman Sachs Henderson Global NA Merrill Lynch Related Capital (CharterMac) Apollo Morgan Management LLC UBS Equity Capital Management Regions Bank Montecito Medical Investment Company Inland Real Estate Colony Development Partners LLC Transwestern Realty Finance Partners LLC The Lightstone Group Friedman Billings, Ramsey & Co. Campus Development and The FortGroup Harrison Street Real Estate Velsor Properties Equity Capital Management The Adler Group Strategic Capital Advisors LLC Century Real Estate (Odyssey Securities L&B Realty Advisors Stratstone Financial LLC D&L Energy The Zamias Companies     2
  • 3. Revised  December  2012   S elected A ccom plishm ents and A ctivities Equity Global Management 2007-Present Chicago IL Worked with EGM on a variety of projects, including analyzing its entry into the retail Reg.D market, an IPO, and currently are raising institutional capital for the company’s fifth net lease income fund. Morgan Management LLC 2010-Present Rochester NY Engaged by this $1.7 billion private company in January 2010 to assist its RV Resort Division, which holds an exclusive, long-term franchise agreement with NASCAR, to develop an expansion strategy, present various joint venture structural alternatives, and source capital to fund its growth. We are presently in discussions with a number of investment banks and private equity firms to accomplish this. We are simultaneously working with Morgan to double the size of its apartment holdings, from 15,000 to at least 30,000 units over the next few years, and are in the process of identifying suitable joint venture partners for this effort. Colony Development Partners LLC 2007-2011 Charlotte NC Presently advising the Company in structuring a series of transactions focused on specialized rehabilitation hospitals where the hospital corporation is the Master Lessee. Originally retained by this privately held real estate development company to do a complete financial review, position it to attract recurring, institutional equity capital, and source such capital to finance its development activities. We identified an institutional equity source, and in Dec. 2008 the Company signed a joint venture agreement in which the institution has committed $40 million of equity capital to finance Colony’s development pipeline of medical office buildings and related health care real estate projects. This represents approximately $150 million of new construction. The Fort Group 2003-2008 St. Augustine FL Structured and arranged a $24 million all cash institutional acquisition of an existing student housing complex near Texas A&M University. Structured and concluded a $22 million recapitalization - refinanced the debt and sourced new institutional equity - for an existing student housing complex at the Univ. of Georgia, Athens GA. The asset performed better than projected, and was sold in November 2007, delivering a 19% Internal Rate of Return to the institutional investor. Arranged the $24 million sale of an existing student housing complex near the University of Oklahoma, Norman OK. Secured $33.5 million permanent financing for an existing student housing project near the University of South Florida, Tampa FL. Advised the company on $50 million of non-recourse construction financing that it successfully obtained for a student housing development near the University of Florida, Gainesville. Stockbridge Resort Group LLC 2006-2008 Stockbridge MA Raised private equity for the purchase and permitting of 325-acre estate in the Berkshires (Stockbridge MA), for preservation and re-use as a five star resort, spa, and private residence enclave. Provided financial advice and assistance to the LLC. The Velsor Group 2006-2007 McLean VA Retained to assist in the structuring and institutional distribution of a metro Washington DC real estate fund for this private company with over 2 million square feet of flex industrial space and a conservative investment approach that has delivered consistent returns to investors. Principal Real Estate 2003-2005 Des Moines IA Advised Principal on a variety of matters over three years, including identifying alternative sources of equity capital, structuring a variety of transactions, building financial models for the Company’s use, and asset sales. Henderson Global NA 2003-2005 Hartford, Chicago Engaged to structure a number of funding alternatives for raising equity from alternative sources, and the company’s suitability to do so. Also, arranged for the purchase of a $34 million asset for one of its private asset accounts. 3
  • 4. Revised  December  2012     P rincipal B iographies   David Hayes David Hayes has more than thirty years of experience in real estate securities, financing, and development. After a successful 10-year career with a national brokerage firm, where he co- founded the syndicated real estate group, and five years as EVP for a national real estate firm, he began consulting privately for a number of large real estate entities. He has represented the Belzberg family, First City Investments, Chris Hemmeter, who developed most of the Hyatt and Westin resorts in Hawaii, and The Fogelman Companies, a national developer of multi-family residential properties. At Prudential Securities, Mr. Hayes was the force behind the creation of the industry’s first organized real estate syndication group. He was primarily responsible for all sales management, training, and tax matters, and lectured extensively both inside and outside of the firm on tax related technical issues to audiences that included legal and accounting organizations and investor groups. In early 1982, Mr. Hayes joined a new Van Kampen real estate entity, where he developed large private placements of real estate properties syndicated through national securities firms. This had never been done before. In five years, the departments he assembled and managed raised over $3 billion dollars of equity. When he left the company, VMS Realty controlled a portfolio valued at over $8 billon; soon thereafter Xerox Corporation bought 25% of VMS for $200 million. Mr. Hayes formed the predecessor firm to D2 Advisors in 1988 to provide consulting services to national and international real estate firms. He oversaw a successful REIT IPO for the Hemmeter Group, underwritten by Paine Webber, and raised capital for a number of other offerings that encompassed all areas of real estate. In the mid 90’s, Mr. Hayes was engaged in the private development of commercial properties in both Florida and Maine, including mixed-use centers, multi- family residential properties, and mid-sized single-family residential development. In late 2000, Mr. Hayes was asked by a number of major law firms to resume consulting with various real estate groups. He recruited David Wrubel, a Wall Street associate for 20 years, to join him in creating the real estate consulting group now known as D2 Advisors. David Wrubel With over twenty six years of institutional and retail capital markets experience, Mr. Wrubel’s work includes capital raising, new business development, infrastructure design and implementation, product development, sales strategies and tactics, and traditional and technological marketing, among others. After earning an MBA from the Freeman School of Business at Tulane University, Mr. Wrubel held sales, marketing, and product development positions at Advest, the retail brokerage division of Drexel Burnham Lambert, and Prudential Securities, all directly involved in raising capital primarily for real estate investment products. In 1994, CIGNA 4
  • 5. Revised  December  2012   recruited him to help build an external distribution and sales division for variable insurance products. He was responsible for selling group development, building and implementing a key account system, was heavily involved in the external sales effort and product marketing, and spoke at numerous industry conferences sponsored by the National Association for Variable Annuities, Bank Securities Association, The Conference Board, and others. As senior vice president and director of marketing at Funds Distributor Inc., Mr. Wrubel was responsible for the firm’s consulting and marketing activities on behalf of its clients, which included Morgan Stanley, Brinson Partners, Harris Bank, and others, as well as an in-house advertising and communication group that provided such services to the firm’s clients. Prior to establishing D2 Advisors, his consulting clients included Chase Manhattan Bank, John Hancock Financial Services, The Phoenix Companies, Sun Life of Canada (US), Assante Corp. (Canada), and others. Some examples of Mr. Wrubel’s assignments: o Phoenix Insurance and Annuities: Developed and ran a comprehensive, four-week “boot camp” program to train wholesalers (external and internal) for the annuity and life insurance businesses of a major insurance company. o John Hancock Financial Services: Completed a multi-part assignment to assist client in repositioning its career agency as an independent broker-dealer. Deliverables included market analysis, a “best practices” report, compensation and product recommendations, technology utilization, recruiting, and tactical implementation. o Sun Life of Canada, US: In-house executive-in-residence assignment focused on developing and implemented a comprehensive new account development and relationship management program, and expansion of the internal sales desk for client’s variable products distribution division. 5