Airo A Qualified Opportunity Zone Sponsor

AIRO provides professional commercial real estate investment and operating services by achieving superior returns on invested equity and debt that enhances shareholder value and mitigates risk. Our acquisition focus on Opportunity Zones enable investors to benefit from temporary deferral of eligible capital gains, up to a 15% basis step-up on capital gains invested, and a capital gains bill of zero on new gains for investments held 10 years.

We operate throughout the U.S. by drawing on a combination of industry and functional expertise, technology, and alliances. AIRO organizes business, technological, and operational strategies with advanced cooperation from senior legal, tax/accounting, and design professionals, as well as from planning/zoning officials. As a sponsor of investment-grade property acquisitions, we own and quarterback from conception to completion. We are responsible for all transactional aspects, including the negotiation of agreements, authorization of legal documentation, preparation of marketing materials, and the underwriting of equity and debt financing. AIRO also oversees pre-acquisition activities, including due diligence, such as engaging specialists to conduct site and compliance analyses, in addition to facilitating escrow/settlement procedures.

AIRO Fees

AIRO factors in a market-based fees to acquire land and improvements, plus overrides on renovations or new construction. These cover related costs for the extensive process it oversees throughout months of analysis, which includes 1) the efforts of numerous team members and contract professionals, 2) the assumption of underwriting risk, and 3) general project facilitation. Following the acquisition, we earn a Property Management fee from continued oversight of facility renovations, leasing, building maintenance, and custodial operations. In addition, AIRO could receive an asset management fee in connection with ongoing oversight of capital. Finally, AIRO would be entitled to a modest profit based on a tiered performance above certain thresholds (Waterfalls).

Once you join our family of investors, you can depend on professional telephone support, our duty of care, the receipt of quarterly financial reports, plus necessary tax season documentation for your tax/accounting professionals.

With the funds from this raise, investors in Airo Capital Management could make up to $5,000,000 and would provide the resources needed to line up other deals for Airo and it's investors. 

BUSINESS HISTORY

AIRO Capital’s Products and Services

AIRO controls a very large development project in the CBD of Baltimore MD.

We offer our services directly to investors through real estate brokers, direct mail advertising, and our online website.

Competition

AIRO’s primary competitors include REITS with operational focus in the Mid-Atlantic, as well as regional-based real estate Funds.

The markets for AIRO’s products and services are highly competitive and the Company is confronted by aggressive competition. These markets are characterized by well-capitalized companies and under-capitalized companies. The barriers to entry include locating and funding suitable investment-grade assets. The Company’s competitors may aggressively offer more money for possible acquisitions to maintain market share, which reduces their potential profit. Principal competitive factors important to AIRO include price, product quality, design, and situational market factors.

Supply Chain and Customer Base

AIRO continues to be a force to be reckoned with in QOZ markets and has successfully negotiated contracts on several possible targets. Its revenues will be derived primarily from large family offices, REITs, real estate funds or entities looking to protect capital gains in any enterprise.

Regulatory Approval and Compliance

The company is subject to extensive federal, state, and local laws and regulations, including the recently enacted comprehensive tax reform legislation with respect to the treatment of capital gains and QOZs relating to building and zoning requirements. Such laws and regulations are subject to change from time to time. Typically, licenses, permits, and approvals under such tax laws and regulations must be renewed annually, which may be revoked, suspended, or denied for renewal for a cause at any time if governmental authorities determine that conduct violates applicable regulations. Our stated intent is to remain in compliance with all laws, and to this end its operations are overseen by third-party legal and tax professionals.

AIRO conducts business throughout the United States with a Mid-Atlantic market focus.

Because U.S. SEC Form C focuses primarily on information concerning the Company, rather than the industry in which the Company operates, potential purchasers may wish to conduct their own separate investigation of the Company’s industry to obtain greater insight.

Litigation

There are no existing legal suits pending, or to its knowledge, threatened against the Company.

Principal Mailing Address

PO BOX 340, Olney, MD  20830

Indemnification

Indemnification is authorized by the Company to directors, officers, or controlling persons acting in their professional capacity pursuant to Maryland law. Indemnification includes expenses such as attorney’s fees and, in certain circumstances, judgments, fines, and settlement amounts actually paid or incurred in connection with actual or threatened actions, suits, or proceedings involving such person, except in certain circumstances where a person is adjudged to be guilty of gross negligence or willful misconduct unless a court of competent jurisdiction determines that such indemnification is fair and reasonable under the circumstances.

Employees

The Company currently has 3 employees in Maryland.

Valuation

Based on the Offering Price of the Securities, the pre-Offering value ascribed to the Company is $1,000,000.

Before making an investment decision, you should carefully consider this valuation and the factors used to reach such a valuation. Such valuation may not be accurate, and you are encouraged to determine your own independent value of the Company prior to investing.

Directors, Officers, Employees

Frederic S. Richardson, President

Professional Real Estate Experience

• Extensive commercial real estate investment banking experience since 1985, raised $1.5B of debt, equity, and construction financing for private and public projects.
• Chairman and majority shareholder of seven publicly traded companies, owned and operated two national FHA, VA, Full Eagle Mortgage companies, one was taken public in 1999.
• East Coast Realty Ventures (ECRV) hotel properties owned: Fairfield Marriott, Holiday Inn, Clinton Hotel, Astor Hotel.
• ECRV office properties owned: Eagle/Pinnacle Medical Office, Foxcroft Office Buildings.
• Senior Housing ownership/management of Baltimore Apostolic Apartments (102-units).
• Managed a rental conversion to homeownership of 1,200 single-family units utilizing the FHA 203(K) program.
• Controlled 1,000 units of HUD multifamily.
• Rehabilitated 1,000 residential units from Atlanta to Boston.
• Rehabilitated and managed over 1,500 multifamily units in St. Louis, MO.
• Owned over one million square feet of NYC office assets.
• Owned 11 commercial office assets, 2.5M SF in the Southwest, U.S., managed by CBRE.

Past Service | Memberships

Chartered Life Underwriter (CLU), The American College

Member, Building Owners & Managers Association International (BOMA), Apartment & Office Building Association (AOBA)

Member, Alternative and Direct Investment Securities Association (ADISA/TICA)

President Emeritus, Magen David Sephardic Synagogue

John Settles, CEO

John Settles has extensive expertise in real estate development and mortgage banking derived from over 30 years of challenging entrepreneurial and corporate experience.

Senior Vice President, U.S. Mortgage Network (based in Boca Raton, Florida), he has the distinction of being one of the first minority HUD/FHA/VA approved lenders. This specialization enabled him to acquire, develop, construct and finance affordable multi-tenant and single-family housing units throughout the country for elderly and low-income tenants, and other homeowners under the auspices of HUD, FRA, Fannie Mae, and Freddie Mae programs.

• Developed a range of housing types including, apartments, co-ops, and condominiums for adult, senior, and mixed-use developments with both tax-exempt bond financing and low-income tax credits (LIHTC).
• Real Estate Developer and Mortgage Finance Specialist - noted for acquisition, development, construction, and finance of affordable housing utilizing HUD/FHA, Fannie Mae, and Freddie Mac Programs.
• Senior Vice-President of Alliance Housing Partners, LLC – a national affordable multi-family housing developer.
• Built and financed HUD Section 202 housing for the elderly. Initiated multi-family projects and financing under IRS Section 42 Low-Income Housing Tax Credit (LIHTC) programs and Tax-Exempt bonds.

Past Service | Memberships

Current Chairman of the Board of Trustees of a private Montessori school and responsible for the acquisition and construction of the development of its $20M campus.

Past Chair, Board of Trustees for regional community development corporation.

Past Senior Vice-President of U.S. Mortgage Network, Boca Raton, FL.

Past Executive Director, United National Economic Development Action Coalition (UNEDAC). In that role, he represented the largest church denominations across the Nation, directing economic, financial, and community development initiatives.

Chairman, nonprofit development corporation, co-developer of a $22M adult condominium project in Prince Georges County, Maryland.

Terry Burka, Chief Operating Officer

Mid-Atlantic Realty Group/Airo Capital — Washington, DC

High-volume boutique real estate investment firm syndicating securitized multifamily, office, and franchised hotel assets valued between $15M and $120M. Recent emphasis on IRS Qualified Opportunity Zones.

COO, Senior Vice President                                                                         02/2008 — Present

• Strategic leader for a $120M IRS Qualified Opportunity Zone ground-up development that generates a pro forma 8% return on equity by incorporating DCF and direct capitalization analytics, as well as appraisal modifications resulting in improvements to land valuation and residual income present values by $7.5M.
• Syndicated $125M in tenant-in-common public equity offerings, $200M CMBS debt originations, and $300M in Life company loans.
• Procured and oversaw $500M in ground-up construction, adaptive reuse rehabilitations, and capital expenditure projects.
• Increased investor confidence by continuously exceeding 8% returns on equity for a $50M hospitality fund and a $65M multi-sector fund comprised of medical office and traditional office assets.
• Inspired professional / personal growth for 3 VPs and 6 Regional Managers. Conducted personal mentoring sessions and quarterly cross-training seminars, as well as annual performance appraisals. Provided team coaching throughout assigned value-add projects.
• Negotiated equity and debt agreement structures and capital stack feasibility while collaborating with senior investment members. Stimulated forward-thinking committee presentations comprised of senior CMBS debt, mezzanine, preferred equity, and 'common' interest equity.
• Saved time and lowered stress by streamlining acquisition processes that reduced procedural disorganization inherent to bidding, contracting, due diligence, escrow and closing procedures.
• Enhanced market value via expedited entitlements-vesting, such as design review, record platting, and early-stage construction improvements by maintaining a congenial working relationship with planning officials, and close cooperation with engineers, General Contractors and superintendents.
• Improved market / balance sheet value by leading strategies that offset capital expenditure accumulated depreciation, that hedged against underestimating working capital, that identified expenses causing unrealistic profit forecasts, and by challenging overly optimistic broker’s revenue assumptions.
• Guaranteed profitability, technical writing advantage, and accountability by drafting standard operating procedures and best practices inherent to competitive bidding, including maintainable revenue assumptions, expense conservation, competitive market and economic feasibility, and growth-based capital expenditures.