the art of living with purpose, passion and joy€¦ · the art of living with purpose, passion and...

Tuscan GardensSENIOR LIVING

®

COMMUNITIES, INC.

$50,000,000 of Series A Preferred Shares$1,000 Par Value Per ShareExecutive Summary

The Art of Living with Pur pose, Passion and Joy ®

Sutter Securities ClearingManaging Broker-Dealer of the Offering

There is no guarantee that any specific outcome will be achieved. Past performance of affiliates of TGSLCI may not be indicative of future results. An investment in TGSLCI will be illiquid, and there is risk of a total loss of your principal and no guarantee of any income

at any time. This is not a solicitation or an offer to buy or sell securities. Figures presented herein may be estimates, unaudited, and are subject to change. Please refer to TGSLCI’s Form I-A filed with the United States Securities and Exchange Commission as may be further

amended (“Offering Circular”) for further information.

TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.

(“TGSLCI”)

The properties depicted herein are owned and/or operated by wholly owned affiliates of TGMC, and not by TGSLCI. Preferred Shareholders will not acquire any interest(s) in any of the properties depicted herein at the time of their investments, and there is no guarantee that they will acquire an interest in any of these properties, or any similar properties at any time.

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Sutter Securities Clearing Managing Broker-Dealer of the Offering


©2020 • All Rights Reserved

There is no guarantee that any specific outcome will be achieved. Past performance of affiliates of TGSLCI may not be indicative of future results. An investment in TGSLCI will be illiquid, and there is risk of a total loss of your principal and no guarantee of any income at any time. This is not a solicitation or an offer to buy or sell securities. Figures presented herein may be estimates, unaudited, and are subject to change. All statements herein are qualified in their entirety by the Offering Circular for this Offering as filed on Form 1-A with the United States Securities and Exchange Commission (“SEC”) on November 25, 2019, and as may be further amended.

DISCLOSURES:

This Presentation (the “Presentation”) contains sensitive business and financial information. It is being delivered on behalf of Tuscan Gardens Senior Living Communities, Inc. (the “Company”) by Sutter Securities Clearing (“SSC”). The sole purpose of this Presentation is to assist the recipient in deciding whether to proceed with a further inquiry of the Company. This Presentation does not purport to be all-inclusive or to necessarily contain all the information that a prospective investor may desire in evaluating a possible business transaction with the Company.

By accepting this Presentation, the recipient agrees to keep confidential the information contained herein or made available in connection with any further inquiry of the Company. This Presentation may not be photocopied, reproduced or distributed to others at any time without the prior written consent of SSC. Upon request, the recipient will promptly return all materials received from the Company or SSC (including this Presentation) without retaining any copies thereof, all in accordance with the Confidentiality Agreement.

This Presentation has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth above. Neither the Company nor SSC makes any express or implied representation or warranty as to the accuracy or completeness of the information contained herein or made available in connection with any further investigation of the Company. Each of the Company and SSC expressly disclaims any and all liability which may be based on such information, errors therein or omissions there from. The recipient shall be entitled to rely solely on the representations and warranties made to it in any definitive agreement and the due diligence that recipient conducts.

In furnishing this Presentation, neither the Company nor SSC undertakes any obligation to provide the recipient with access to any additional information. This Presentation shall neither be deemed an indication of the state of affairs of the Company nor constitute an indication that there has not been any change in the Company or affairs of the Company since the date hereof, nor an indication that SSC has performed any due diligence on the Company or its affairs.

This Presentation does not constitute an offer to sell or solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation in such jurisdiction. Investments in private placements may be illiquid, highly speculative and you may lose your entire investment.

This Presentation includes certain statements, estimates and projections with respect to the anticipated future performance of the Company. Such statements, estimates and projections are based on significant assumptions and subjective judgment concerning anticipated results. These assumptions and judgments are inherently subject to risks, variability and contingencies, many of which are beyond the Company’s control. These assumptions and judgments may or may not prove to be correct, and there can be no assurance that any projected results are obtainable or will be realized. Actual results likely will vary from those projected, and such variations may be material. In addition, this Presentation does not describe certain risks associated with the Company’s business. All communications or inquires relating to the Company or this Presentation should be directed to a representative of SSC. No personnel at the Company may be contacted directly unless expressly permitted by SSC. © 2020 All rights reserved.

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DISCLOSURES:

Risk Disclaimer for Supplemental Offering Materials Based on FINRA Investor Alert Regarding Private Placement Risks

This is a private offering not registered with the United States Securities and Exchange Commission or any state. The company selling these securities is a private company, not a public company. These two factors mean that: (a) there is limited information available to you before you make an investment decision and, should you invest, during your investment to keep informed about the status of the company; and (b) the securities being offered are restricted from transfer and resale by you, and there is no public market in which you may sell the securities. The company selling these securities has no obligation to buy them back from you or to pay you any distributions or dividends. You must be an accredited investor to invest in this offering. You must be able to absorb a loss of your entire investment or potentially have your money tied up for a long time. This investment involves significant risks, particularly with respect to economic risks specific to the company’s business. An Offering Circular on Form I-A as filed with the Securities Commission, and as may be further amended (the “Offering Circular”), accompanies this material. Do not invest before you read the entire Offering Circular and pay particular attention to the “Risk Factors” section of the Offering Circular. Seek independent professional advice before investing from your legal or financial advisors.

Cautionary Statement Concerning Forward-Looking Statements

This document contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

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TUSCAN GARDENSSENIOR LIVING COMMUNITIES:SUMMARY TERMS OF THESERIES A PREFERREDOFFERING

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Opportunity & Summary Investment Terms

• Tuscan Gardens Senior Living Communities, Inc. (“TGSLCI”) is a newly formed Florida corporation, managed and advised by affiliates of Tuscan Gardens Management Corporation (“TGMC”), that intends to invest in wholly-owned subsidiaries that develop, acquire, or convert other real estate properties, including hotels, into senior living rental communities ranging from $15,000,000 to $100,000,000 per community, consisting of independent living, assisted living and/or memory care for approximately fifty (50) to two-hundred and fifty (250) residents (“Company Properties”) that it considers to have favorable risk-return characteristics.

• This is an initial offering (“Offering”) being conducted by the Company on a “best efforts” basis for its Series A Preferred Shares (“Preferred Shares”). The Company seeks to raise $50,000,000 from the Offering of Preferred Shares at $1,000 per share.

• The Preferred Shares are being offered pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (“Securities Act”), for Tier 2 offerings. The Preferred Shares will only be issued to qualified purchasers who satisfy the requirements set forth in Regulation A who will become Preferred Shareholders (“Preferred Shareholders”) of TGSLCI.

• Funds from this Offering will be made available to the Company once it raises a minimum of $2,000,000 excluding sales to Company affiliates (“Minimum Offering Amount”). There are no provisions for the return of funds once the Minimum Offering Amount is sold.

• The proposed sale of the Preferred Shares will begin as soon as practicable after the information statement, of which this Offering Circular forms a part, has been qualified by the SEC and will terminate June 30, 2020 (“Offering Period”). The Offering Period may be extended, or the Offering terminated at any time by the Company in its sole discretion.

• The Preferred Shares have no public market and will not be listed on any national securities exchange or on the over-the counter interdealer quotation system.

• More information regarding specific terms of the Offering may be found on pages 16-17 of TGSLCI’s Offering Circular as filed November 25, 2019 with the United States Securities and Exchange Commission (“SEC”) (the “Offering Circular”), and as may be further amended.

• There is no guarantee that any specific outcome will be achieved. Past performance of affiliates of TGSLCI may not be indicative of future results. An investment in TGSLCI will be illiquid, and there is risk of a total loss of your principal and no guarantee of any income at any time. This is not a solicitation or an offer to buy or sell securities. Figures presented herein may be estimates, unaudited, and are subject to change.

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Corporate Structure & Intended Use of Proceeds of This Offering

• Substantially all of the Company’s assets will be indirectly held by, and substantially all of its operations will be indirectly conducted through, wholly-owned community-specific limited liability subsidiaries (“Holdcos”) which will be the beneficial owners of Company Properties through each Holdco’s investment in community-specific limited liability companies that will hold fee simple title to the real property (“Propco”), and community-specific limited liability companies that will operate the Company Property (“Opco”).

• Under this structure, Tuscan Gardens Capital Partners, LLC (“TGMC”, or the “Sponsor”) which is an affiliate of the Company, will be the sole common member (“Common Member”) and receive common membership units (“Common Units”) in each Holdco, and the Company will also invest as a preferred member, and receive preferred membership units (“Preferred Units”) in each Holdco. Holdcos, Propcos, and Opcos will all be managed by TGMC. Each of the Company’s investments is expected to be structured similarly.

• The proceeds from the Offering may be used to (i) pay fees and expenses relating to the organization of the Company and the sale of the Preferred Shares, (ii) invest in community-specific Holdcos which will invest in the development and acquisition of Company Properties, and pay expenses related to the acquisition of such investments, and (iii) establish working capital reserves for the Company to fund operating and other expenses of the Company. The Company expects to use the Offering proceeds to pay such amounts at such time and in such order as the Management deems, in its sole and absolute discretion, to be in the best interest of the Company.

• The prior performance of TGMC, its affiliates, or the communities depicted herein cannot be used to predict the future performance of TGSLCI, or the return of an investment in TGSLCI or the Preferred Shares Offered hereby. Therefore, there can be no assurance that TGSLCI will achieve its, or its Preferred Shareholders’ objectives, or that the Preferred, or any other, Dividend, or invested capital, will be paid or returned to the Preferred Shareholders.

• For more specific information about the intended use of proceeds of this Offering, see page 23 herein, and page 28 of the Offering Circular.

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Dividend/Waterfall Summary

• TGSLCI shall seek to pay Preferred Dividends to the Preferred Shareholders as ongoing income, to be paid or accrued monthly, but declared on no less than a quarterly basis. Any unpaid Preferred Dividends will accrue at a non-compounded rate of 8.0% per annum on the Preferred Shares’ par value.

• TGSLCI shall seek to pay Special and/or Liquidation Dividends resulting from Net Disposition Proceeds it receives from Holdcos, or from a Liquidation of the Company, as follows:

n First, to the Preferred Shareholders to the extent of and in proportion to their respective unpaid 8.0% percent Preferred Return on their invested net capital (or in the case of a Liquidating Dividend, after return of their invested net capital), until such Preferred Shareholders’ Preferred Return has been paid in full.

n Second, 50% of the Net Distribution Proceeds to the Preferred Shareholders allocated among Preferred Shareholders in proportion to the amount and duration of each Preferred Shareholder’s invested capital.

• All TGSLCI Dividends, whether Preferred, Special, or Liquidating Dividends, shall be payable only when, as and if declared by TGSLCI’s Board of Directors acting in its sole discretion based on what it believes to be the best interests of TGSLCI, under Article IV D of the Company’s Articles of Incorporation described on pages 59-63 of the Offering Circular and on Page 2 of Exhibit 1A-2A thereto.

• Neither Dividend Payment(s) nor a return of invested capital of any amount, type, or time are guaranteed. In the event the Company does not have available cash to distribute, a Preferred Shareholder will neither receive nor be entitled to payment of any dividends by TGSLCI at any time. Thus, Preferred Shareholders may lose the entire amount of capital they invest in this Offering.

• TGSLCI has the ability to pay Preferred Dividends from the proceeds of this Offering, borrowings, or sales of assets. If it pays Preferred Dividends from sources other than its cash flow from operations, it will have less funds available for investments and, as a consequence, overall returns to Preferred Shareholders may be reduced.

• Further, TGSLCI’s Board of Directors, Officers, and Manager(s) are all affiliates of the sole Common Shareholder (TGMC), each of which may have interests which conflict with those of the Preferred Shareholders, and which may cause them to defer, curtail, or otherwise reduce the amount of dividends, of all types, and at any time, which might otherwise be available to Preferred Shareholders absent such conflicts of interest.

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TUSCAN GARDENSSENIOR LIVING COMMUNITIES:RISKS OF THE OFFERING

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Risks of the Offering

There are significant risks associated with respect to investment in this Offering, which are summarized below, and which are discussed in greater detail on pages 6-8 (“Cautionary Statement Regarding Forward Looking Statements”) and pages 18-25 (“Risk Factors”) of the Offering Circular, potential conflicts of interests discussed on pages 13, 25, 58 and 61 therein, as well as pages 10 and 11 herein which prospective qualified purchasers of Preferred Shares in this Offering should review carefully in their entirety. Specifically, qualified purchasers of Preferred Shares in this Offering risk losing all capital invested therein.

• The amount and timing of Dividends and return of capital to Preferred Shareholders, if any, is not guaranteed. Other risks regarding Dividends and repayment of capital are discussed in pages 61-62 of the Offering Circular.

• There is no market for the Preferred Shares, no assurance that an active market will ever develop, and no plans to list them on any securities exchange.

• The Offering is being made pursuant to Regulation A of the Securities Act of 1933 which are relatively untested.

• The Offering Price for the Preferred Shares has been arbitrarily determined.

• TGSLCI is a Blind Pool Investment and has no track record and has yet to commence operations. It was founded on July 20, 2018.

• TGSLCI neither owns nor operates any senior living properties or any other properties at this time.

• TGSLCI’s business plan is untested, and its management team has a limited track record in real estate financing and acquisition of projects.

• TGSLCI’s prospective investments in real estate are subject to the inherent risks and uncertainties typically associated therewith.

• TGSLCI expects to be subject to the general risks of obtaining and maintaining licensure of Senior Housing Properties.

• TGSLCI estimates the amount of capital to be raised through this Offering, if fully subscribed, will comprise at most 10% of the total amount required to fund the acquisition, development, construction, and Operation of Company Properties.

• There can be no assurance TGSLCI will be able to secure additional financing on suitable terms, or at all.

• Dividends, return of invested capital, and the returns of investment to Preferred Shareholders, as well as TGSLCI’s revenue is solely dependent on its ability to develop, acquire, and successfully operate Company Properties.

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Risks of the Offering

• The prior performance of TGMC, its affiliates, or the properties depicted herein cannot be used to predict the future performance of TGSLCI, or the return of an investment in TGSLCI or the Preferred Shares Offered hereby. Therefore, there can be no assurance that TGSLCI will achieve its, or its Preferred Shareholders’ objectives, or that the Preferred, or any other, Dividend, or invested capital, will be paid or returned to the Preferred Shareholders.

• TGSLCI’s management’s assessment of the merits of any projects identified for consideration may be inaccurate, which may negatively affect its operations.

• Preferred Shareholders will be subject to mandatory binding arbitration in the event of any dispute with TGSLCI, which may limit or affect procedures, remedies, or awards relative those in courts of law.

• Tax Risks n The Holdcos may fail to qualify as a disregarded entity for U.S. Income Tax Purposes. n Risk of tax liabilities from the allocation of Holdco Income, Gain, Loss and Deduction to Preferred Shareholders,

as well as that Holdco tax liabilities may exceed cash distribution(s) from disposition(s) of Company Properties.

• Conflicts of Interest(s), including, but, which are not limited to: n Other activities in which TGSLCI, TGMC, its affiliates, or its Officers and Directors may be otherwise be engaged. n Other similar investments or properties in which TGSLCI, TGMC, its affiliates, or its Officers and Directors may be

engaged. n TGMC, its affiliates, or its Officers and Directors may act, advise, or raise capital for others that may compete with

TGSLCI’s properties. n The compensation plans of TGSLCI, TGMC, its affiliates, or its Officers and Directors may create conflicts adverse

to the interests of the Preferred Shareholders. n Competition for the allocation of time among TGSLCI’s Officers and Directors between TGSLCI its affiliates n Lawrence J. Pino, President and Chief Executive Officer of TGSLCI’s Board of Directors, is the managing partner

of the law firm that represents TGSLCI, TGMC, and their affiliates, including the Holdcos.

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Benvenuto!


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On behalf of Tuscan Gardens Capital Partners, LLC (“TGCP”, or the “Sponsor”) and Tuscan Gardens Management Corporation (“TGMC”, or the “Management Corporation”), we would like to introduce you to the Series A Preferred Shares Offering for Tuscan Gardens Senior Living Communities, Inc. (“TGSLCI”, the “Company”, “We”, or “Our”).

We believe the respective missions of TGSLCI and TGCP reflect its Founder & CEO Larry Pino’s need to find a senior care and living situation he considered befitting his mother and his resultant passion to transform the senior living industry. As Larry’s mother was aging and increasingly required daily living assistance, he and his family began looking for long-term care options. Larry was dismayed at what he found. This sparked his journey to develop senior living properties where he believed he could confidently place his mother or others like her happily, unreservedly and with his expectation that their lives would be enriched.

The Tuscan Gardens senior living concept as envisioned by Larry, which TGSLCI intends to replicate in the properties it may develop or acquire, have been designed to provide residents luxurious, home-like properties meticulously designed in every detail, where seniors may thrive with purpose, passion and joy in whatever stage they find themselves – independent living, assisted living or memory care. At its heart, we believe the Tuscan Gardens senior living concept crystalizes the experience Larry wanted to create for his own mother.

We invite you to consider an investment in TGSLCI as it intends to expand the Tuscan Gardens senior living concept to additional markets in Florida and the Southeast. Given the aging baby boomer population, senior living may be a sector that offers opportunity for long-term equity growth. Moreover, an investment in TGSLCI may also provide diversity for your portfolio.

The TGSLCI executive team has more than 175 years of collective experience in real estate development, financing and investment through multiple economic cycles in multiple asset classes– which we consider to be one of the most experienced teams of leaders in the senior living industry. The TGSLCI Management team is supplemented by its strategic partners, each of which we believe is committed to developing, delivering and managing future TGSLCI properties as showcases for quality senior living.

Thank you for taking the time to review this Executive Summary and the accompanying but separate Regulation A Offering Circular for Tuscan Gardens Senior Living Communities, Inc. Please do not hesitate to contact me at (407) 206-6577 ext. 118 with any questions, and I look forward to working with you.

Cordially,

Sean D. CasterlineInvestment AdviserRegistered RepresentativeDelta Securities Company, LLC

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TABLE OF CONTENTS

DISCLOSURE PAGES ........................................................................................................................................................................................2

SUMMARY TERMS OF THE SERIES A PREFERRED OFFERING ...........................................................................................................5

RISKS OF THE OFFERING ...............................................................................................................................................................................9

TERMS OF THE OFFERING ...........................................................................................................................................................................16

OVERVIEW ....................................................................................................................................................................................................... 20

ABOUT THE SPONSOR: TUSCAN GARDENS CAPITAL PARTNERS, LLC (TGCP) .........................................................................21

TGSLCI FUND INVESTMENT INFORMATION ..........................................................................................................................................27

SENIOR LIVING PROPERTIES ......................................................................................................................................................................28

STRATEGIC ADVANTAGES: MARKET TRENDS IN SENIOR LIVING ...................................................................................................30

TGCP’S CURRENT OWNERSHIP INTERESTS AND PROPERTIES ......................................................................................................33

OUR EXECUTIVE TEAM ...............................................................................................................................................................................38

OUR STRATEGIC PARTNERS ......................................................................................................................................................................38

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TERMS OF THE OFFERINGISSUER Tuscan Gardens Senior Living Communities, Inc.

SECURITIES OFFERED Class A Non-Voting Preferred Shares

PAR VALUE $1,000 per share

MINIMUM PURCHASE 10 Preferred Shares or $10,000

MINIMUM OFFERING AMOUNT

2,000 Preferred Shares ($2,000,000)

MAXIMUM OFFERING AMOUNT

50,000 Preferred Shares ($50,000,000)

ESCROW Proceeds received from Investors will be escrowed by Sutter Securities Incorporated, 6 Venture, Suite 395, Irvine, CA 92618 until a minimum of $2,000,000 has been received for the Preferred Shares.

In the event that the Minimum Offering Amount is not sold within 180 days of qualification of the Offering Statement, or which the Offering Circular is a part, all funds will be refunded by the Escrow Agent to Investors without interest or deduction.

OFFERING PRICE $1,000 per Preferred Share

OFFERING PERIOD Initial Offering Period will terminate December 31, 2020. The Offering Period may be extended or the Offering terminated at any time by the Company in its sole discretion.

DIVIDEND RIGHTS No dividends to holders of Preferred Shares are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to the Company’s ability to generate positive cash flow from operations. All dividends are further subject to the discretion of the Board of Directors. It is possible that the Company may have cash available for dividends, but the Board of Directors could determine that the reservation, and not distribution, of such cash by the Company would be in its best interest.

Subject to declaration by the Board of Directors on no less than a quarterly basis, acting in its sole discretion based on the best interests of the Company, the Company will seek to provide ongoing income to Investors in the Preferred Shares, paid or accrued monthly based on a cumulative, non-compounded annual return on $1,000 par value, plus potential capital appreciation through additional dividends based on 50% participation in the net proceeds generated by the Company from the Holdco disposition of Company Properties.

Any unpaid Preferred Dividends will accrue at a non-compounded rate based on an 8% cumulative, annual return on par value, in whole or in part, if and when a distribution or dividend is declared by the Board of Directors, acting in its sole discretion based on the best interests of the Company, and as more specifically set out in the Company’s Articles of Incorporation and Bylaws.

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In addition, Special Dividends may be declared and authorized for payment by the Board of Directors, acting in its sole discretion based on the best interests of the Company, and as more specifically set out in the Company’s Articles of Incorporation and Bylaws.

Dividends, return of invested capital, and the returns of investment to Preferred Shareholders, as well as TGSLCI’s revenue is solely dependent on its ability to develop, acquire, and successfully operate senior living properties.

There is no guarantee that any specific outcome, including payments of dividends or return of capital, will ever be achieved. Past performance of affiliates of TGSLCI may not be indicative of future results. An investment in TGSLCI will be illiquid, and there is risk of a total loss of your principal and no guarantee of any income at any time.

VOTING RIGHTS None

DILUTION Not applicable

LIQUIDATION RIGHTS As set out in the Company’s Articles of Incorporation and Bylaws.

CONVERSION RIGHTS None

PRE-EMPTIVE RIGHTS None

SINKING FUND PROVISION None

LIABILITY FOR FURTHER CALLS

None

GROSS PROCEEDS The proceeds from this Offering prior to the payment of any commission, offering expenses, Advisor operating expenses, legal fees, fund management, supervisory and accounting services, and other working capital reserves.

NET PROCEEDS Gross Proceeds, less selling commission (8.1% of Gross Proceeds up to $25,000,000 and 7.6% of Gross Proceeds above $25,000,000), organization and offering expenses (5% of Maximum Offering Amount), Advisor operating expenses (2% of Gross Proceeds).

NET PROCEEDS ALLOCATION

Based on raising the Maximum Offering Amount, the Company intends to initially allocate 95% of Net Proceeds to the acquisition, development and construction of Company Properties, and 5% of Net Proceeds to legal fees, fund management, supervisory and accounting services, and other working capital reserves. Management may change this allocation at any time based on the actual Net Proceeds of the Offering and Management’s sole determination of what is in the best interests of the Company.

RISK FACTORS Investing in the Preferred Shares involves a high degree of risk. See “Risks of the Offering” beginning on pages 10-11 of this Executive Summary and pages 19-26 of the Offering Circular.

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CONFLICTS OF INTEREST There are conflicts of interest between and among TGSCLI (the “Company”), Tuscan Gardens Senior Living Communities Asset Manager, LLC (“TGSLCIAM”, or the “Asset Manager”), Tuscan Gardens Advisors, LLC (“TGA”, or the “Advisor”), Tuscan Gardens Capital Partners, LLC (“TGCP”, or the “Sponsor”), Tuscan Gardens Management Corporation (“TGMC”), and other Company Affiliates. Asset Manager and Advisor may provide services to other affiliate companies in addition to the Company. All of the agreements and arrangements between Company Affiliates and the Company, including those related to compensation, are not the result of arm’s-length negotiations. The Company will try to balance the interests of Company Affiliates with the interests of the Company. However, to the extent that the Company takes actions that are more favorable to Company Affiliates than the Company, these actions could have a negative impact on the Company’s financial performance and, consequently, on the dividends to holders of Preferred Shares and the value of those securities. The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.

Sean D. Casterline, who serves as a Director of the Company and its Corporate Equity Officer, is also an Investment Adviser/Registered Representative and sole owner of Delta Securities Company, LLC. See “Risk Related to Conflict of Interest” on page 25 of the Offering Circular and “Conflicts of Interest” on page 59 of the Offering Circular.

TRANSFER AGENT Securities Transfer Corporation will act as the Company’s transfer agent, registrar and paying agent.

LIQUIDITY There is no public market for the Preferred Shares.

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“The Tuscans have the

faculty of making much

of common things and

converting small occasions

into great pleasures.” — Henry James

At Tuscan Garden Senior Living Communities, Inc. (TGSLCI), we believe that quality senior living affects and touches everyone. The TGSLCI concept reflects the vision of our Founder and CEO Larry Pino as he pursued his quest to find what he considered to be the perfect assisted living home for his mother Maria Rosaria Pompei Anna Antonia Giordano.

Maria was born in 1922, in Bari, Italy, where she lived for more than 20 years. During World War II, she met an American soldier, Saverio (Sam) Pino, fell in love, married and moved to the United States. Maria was the first War Bride from Italy to hit American Shores, followed by her new husband shortly afterwards when the war ended.

Throughout her life, Maria made a home which we believe reflected the epitome of gracious living. In our view, she did her best to make everyone who walked through her door immediately feel like family. Sam passed away six months after their 50th wedding anniversary, and soon after, Larry moved Maria closer to his family. As Maria aged and began needing more care, Larry searched the market for long-term care options he considered worthy of his mother. When Larry could not find anything that met his standards, he set out to reinvent senior living, and as a result, he founded the Tuscan Gardens family of companies.

OVERVIEW

The Tuscan Gardens Senior Living Communities, Inc . Story

The concept for the Tuscan Gardens properties began not with a specific design or aesthetic in mind but instead with what Larry believes to be a keen understanding of what seniors today and well into the future desire, as well as a set of core values he considers important to seniors’ well-being:

• Safety, Health & Wellness• Warmth of Home & Family• Compassion & Empathy• Humor & Joyfulness• Extraordinary Service, Exceptional Dining

& Enriching Activities

Larry and his team then began creating an environment in which they believed such values could flourish. In our view, we believe we have created senior living properties designed to be rich in Tuscan lifestyle and architecture, featuring:

• A luxurious residential environment• Personalized concierge-level care• Enriching activities steeped in the art of living with

purpose, passion and joy®• Gourmet, chef-inspired cuisine• Integrated technology, including telemedicine and

Skype-enabled rooms• Luscious, working gardens

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Tuscan Gardens Management Corporation (TGMC) has developed a senior living community model that specializes in upscale independent living, assisted living and memory care, which it also intends to implement in properties which may be acquired or developed by TGSLCI. Properties TGMC has developed or acquired, or which TGSLCI may develop or acquire in the future, are intended to be more than an elegant place for seniors to call home – our mission has been and will continue to be the development and acquisition of vibrant, thriving senior living properties designed in every facet and nuance to promote and elevate the art of living with purpose, passion and joy®:

• TGMC associates are encouraged to know each resident – not just their names, but their life stories and who they really are. We believe such intimate knowledge and relationships between our associates

We set out to create a community that we believe

worthy of our own parents — one with the care and

support that is needed but also nurtures their love of life,

respects their individuality and honors their dignity.

- Larry Pino, CEO, TGSLCI, TGCP, TGMC, and their Affiliates

and our residents creates a sense of family, of comfort and of home for our residents, while bringing comfort to their families.

• Each property TGMC has acquired or developed offers what we consider to be engaging life enrichment programs, activities and entertainment, which have been created with the intent of enabling our residents to laugh, learn, love and celebrate each day for the gift that we consider it to be.

• We endeavor to surround our residents with beauty. The architecture of our properties is intended to evoke the charm and warmth of Mediterranean villas, while we do our best to offer our residents meticulously landscaped grounds, gardens, walking paths and fountains designed to beckon residents outside to enjoy nature’s bounty.

• Each TGMC property has been designed to feature an open Tuscan kitchen at its center – which we consider to be the heart of the home – where chefs are expected to interact with residents and prepare meals with garden-fresh ingredients.

Tuscan Gardens Management Corporation (TGMC)Our Senior Living Experience

• Independent Living• Concierge Living• Assisted Living• Enhanced Assisted Living• Memory Care

TUSCAN GARDENS LEVELS OF CARE


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TGSLCI – Our Mission

OUR MISSION: To develop and deliver in our properties an exceptional senior housing experience that provides an elegant, vibrant, fulfilling and enriching lifestyle immersed in purpose, passion and joy.

OBJECTIVES OF TGSLCI: • To develop upscale senior living properties• To provide an investment vehicle that may provide

current income returns and participation in distributions and liquidation The properties depicted herein are owned and/or operated by wholly owned affiliates of

TGMC, and not by TGSLCI. Preferred Shareholders will not acquire any interest(s) in any of the properties depicted herein at the time of their investments, and there is no guarantee that they will acquire an interest in any of these properties, or any similar properties at any time.

TGSLCI expects to place senior living properties in locations which TGMC believes meet the following criteria:

• Underserved communities with growing demand• Upscale, mid-size markets• Close to hospitals, medical services, shopping,

services, restaurants, recreation and cultural activities• Access to major thoroughfares

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The TGSLCI Opportunity

Tuscan Gardens Senior Living Communities, Inc. may be an opportunity for you to invest in what we believe to be one of the fastest growing segments of our economy – the senior living industry. The Company intends to:

• Make investments in properties that serve the needs of the expected growth of the population of aging seniors, including the 74 million* baby boomers in our country

• Address seniors’ demand for more authentic, elegant, home-like residences complete with the latest technology and creative living experiences

Tuscan Gardens Senior Living Communities, Inc.’s initial offering consists of:

• $50,000,000 of Series A Preferred Shares• $1,000 Par Value Per Share

The Company intends to invest in:

• Senior Living Development Projects (“Development Projects”)

• Senior Living Acquisition Projects (“Acquisition Projects”)

• Real Estate Conversion Projects – converting other real estate properties, including hotels, into senior living (“Conversion Projects”)

We intend to focus on senior living rental properties ranging from $15,000,000 to $100,000,000 per community and consisting of independent living, assisted living and/or memory care for approximately 50 to 250 residents.

The Company’s primary focus for Development Projects will be on Florida and markets in the southeastern United States, and for purposes of Acquisition Projects and Conversion Projects, will be on national markets that we believe have favorable risk-return characteristics. Operating through wholly-owned special purpose entities (SPE) as real estate owner-operators, we intend to create, operate and hold a portfolio of properties on a long-term basis, approximating seven years, and ultimately dispose of them to generate revenue.

The Company is offering its Preferred Shares through Sutter Securities Clearing, our Managing Broker-Dealer.

Use of ProceedsThe proceeds from this offering may be used to:

• Pay fees and expenses relating to the organization of the Company and the sale of the Preferred Shares.

• Invest in community-specific Holdcos which will invest in the development and acquisition of Company properties, and pay expenses related to the acquisition of such investments.

• Establish working capital reserves for the Company to fund operating and other expenses of the Company.

ABOUT THE SPONSOR: *Census.gov, 2020The properties depicted herein are owned and/or operated by wholly owned affiliates of TGMC, and not by TGSLCI. Preferred

Shareholders will not acquire any interest(s) in any of the properties depicted herein at the time of their investments, and there is no guarantee that they will acquire an interest in any of these properties, or any similar properties at any time.

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Based in Winter Park, Florida, the principals of Tuscan Gardens Capital Partners, LLC focus on the development and management of senior living properties. TGCP is the sponsor of the Tuscan Gardens Senior Living Communities, Inc. (“TGSLCI”) Offering of Series A Preferred Shares. With the proceeds of the TGSLCI Offering, TGCP intends to pursue projects that it believes have the potential to provide ongoing income to investors in the Preferred Shares, paid or accrued monthly, along with potential capital appreciation through additional dividends based on 50% participation of Preferred Shareholders in the net proceeds of the Holdco disposition of various TGSLCI properties if and when they occur.

TGSLCI plans to build as well as invest in senior living properties with a geographic focus on the Southeastern United States and Florida. We believe senior living properties in the Southeastern United States, and most particularly Florida, have greater revenues per unit and margins than their respective national averages. The Company also expects to pursue

acquisition and conversion projects in Florida and other markets that it believes have favorable investment risk-return characteristics.

Our Structure

Tuscan Gardens Senior Living Communities, Inc. (“TGSLCI”, or “the Company”), the issuer of the Preferred Shares in this Offering, is part of a group of companies that also includes:

• Tuscan Gardens Senior Living Communities Asset Management, LLC (Asset Manager) – is expected to serve as the asset manager of properties acquired by the Company, overseeing ongoing operation of the properties the Company may acquire.

• Tuscan Gardens Advisor, LLC (Advisor) – is expected to provide management and business recommendations to the Company.

TUSCAN GARDENS CAPITAL PARTNERS, LLC (TGCP)

The properties depicted herein are owned and/or operated by wholly owned affiliates of TGMC, and not by TGSLCI. Preferred

Shareholders will not acquire any interest(s) in any of the properties depicted herein at the time of their investments, and there is no guarantee that they will acquire an interest in any of

these properties, or any similar properties at any time.

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• Tuscan Gardens Capital Partners, LLC (Sponsor) – is currently the sole holder of the Company’s common equity.

• Tuscan Gardens Management Corporation (Management Corporation) – is an affiliated entity that serves as manager of the Asset Manager and Advisor, and is responsible for the business decisions of both of these entities.

• Tuscan Gardens Management Group, LLC – is a real estate private equity company specializing in senior living property development and acquisitions, and the beneficial owner of Tuscan Gardens Capital Partners, LLC.

In addition, Tuscan Gardens Senior Living Communities, Inc. relies upon dedicated, affiliate, property-specific

development entities in its efforts to achieve on-time, on-budget completion of each property it develops.

• Tuscan Gardens Senior Living Communities, Inc. is not a registered broker-dealer, investment adviser or funding platform. Management of TGSLCI management expects to make investment decisions based on the management and business recommendations of Tuscan Gardens Advisor, LLC.

• Wholly-owned, community-specific, limited liability subsidiaries, referred to as “Holdcos”, are expected to be created, as required, to indirectly hold assets and conduct operations for Tuscan Gardens Senior Living Communities, Inc. The Holdcos are expected to serve as the beneficial owners of properties or property interests that TGSLCI intends to acquire typically through investment in property-specific, limited liability companies that are expected to hold fee simple title to the real property (referred to as “Propcos”), and property-specific limited liability companies that will operate the facility (referred to as “Opcos”).

• Under this structure, and as the Company’s Sponsor, TGCP expects to receive common membership units in each Holdco. TGCP also expects to invest as a preferred member and receive preferred membership units in each Holdco. We expect that TGMC will manage all Holdcos, Propcos and Opcos.


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Evaluation and Viability of Potential Projects

The Company intends to focus on Development, Acquisition and Conversion projects for senior living properties that it believes offer the potential to achieve attractive returns for its investors. Accordingly, along with its affiliates, it expects to perform due diligence in a variety of areas to assess the viability of potential projects. This diligence typically includes an evaluation of a potential project’s desirability, including the following criteria:

• Overall market depth for senior living properties based on the age, need, and income-qualified population in the property’s primary market area

• Current and future market penetration based on current and forecast supply of senior living properties in the primary market area relative to other senior living properties in the market

• Household income and average home sale prices, as we believe these are the primary sources from which residents of these senior living properties fund their living expenses


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TGSLCI INVESTMENT INFORMATIONWho May Invest in TGSLCI

The Preferred Shares are being offered and sold only to “qualified purchasers” as defined in Regulation A under the Securities Act:

• “Accredited investors” under Rule 501(a) of Regulation D

• All other investors so long as their investment in the Preferred Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

An “accredited investor” is defined as a natural person who has:

1. An individual net worth or joint net worth with the person’s spouse that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person; or

2. Earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year

If an investor is not a natural person, different standards apply. See Rule 501 of Regulation D, or page 4 of the Offering Circular for more details.

• Five-year forecast growth rate for the senior population in the primary market area

• Our perception of the market position of the potential project relative to competitor price and quality

Once a project passes our preliminary due diligence, financial risks and returns are modeled to determine if the project may be able to meet our financial projections and achieve return targets. This typically includes stress testing and sensitivity analyses on projected cash flows using financial models to gauge the project’s financial strength, rate sensitivity, occupancy and lease-up sensitivity, and exit capitalization rate sensitivity.

Additional project evaluation criteria usually include:

• Geography – We expect to consider urban and suburban neighborhoods throughout the Southeastern United States for Development projects, and Acquisition and Conversion projects nationwide.

• Investment Target Size – We intend to focus on senior living rental properties ranging from $15,000,000 to $100,000,000 per property, consisting of independent living, assisted living and/or memory care for approximately 50 to 250 residents.

• Maturity of Investments – Our intended investment term is three to seven years at which point the ownership interest may be liquidated (i.e., converted to equity), or the principal is expected to be repaid in full (i.e., debt repaid).

• Returns – The Company seeks to pursue projects that it believes have the potential to provide ongoing income to investors in the Preferred Shares, paid or accrued monthly, based on an 8% cumulative, non-compounded annual return on $1,000 par value, plus potential capital appreciation through additional dividends based on 50% participation in the net proceeds generated by Tuscan Gardens Senior Living Communities, Inc. from the Holdco disposition of company properties.

• No Guarantees – There is no guarantee such returns can or will be achieved, or that our due diligence and evaluation result in positive economic outcomes. Additionally, you may lose your entire investment, including your principal.


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1. Market GrowthThe baby boomer generation is 27% bigger than the preceding generation with one-third of them now age 65+. One in every seven Americans is currently 65 or older. Over the next 20 years, this cohort is anticipated to grow 65% from 55 million to 79 million. - Administration for Community Living, an operating division of the U.S. Department of Health and Human Services

By 2035, one out of every three American households will be headed up by someone over the age of 65, and a longer life expectancy means they’ll require more services than any generation before or possibly after. In addition, between 2025 and 2035, the 80+ population, the primary target market for properties in which the Company intends to invest, is expected to increase 100% from 12 million to 24 million. -Joint Center for Housing Studies of Harvard University, 2016

We believe growth of demand for residency in the senior living properties industry may have been fueled by an imbalance of supply and demand resulting from economic conditions of 7-12 years ago. In our view, those conditions impeded construction lending/starts from 2008-13, while we believe demographic trends increasing demand for senior housing properties has continued, if not accelerated.

With 10,000 baby boomers turning 65 each day through 2030*, we believe demand for senior living properties will continue to increase, as, again, in our opinion, planning and construction for such properties is far

SENIOR LIVING PROPERTIESKey Reasons that We Believe Make Senior Living Properties an Attractive Sector for Investment

0

20

40

60

80

100

2040 206020202016200019801960194019201900YEAR (AS OF JULY 1)

Note: Increments in years are uneven. Lighter bars indicate projections. Source: U.S. Census Bureau, Populations Estimates and Projections.

FIGURE 1: Number of Persons Age 65 and Over 1900 to 2060 (numbers in millions)

Chart Source: NIC MAP Data & Analysis Service; Q2 2017 Supply Report; All Markets (140 markets in total). Q2 2017 inventory growth has been annualized to provide a comparison to previous years.

10%

0%

9%

8%

7%

6%

5%

4%

3%

2%

1%

19872016

20152014

201320122011

20102009

20082007

20062005

20042003

20022001

20001999

19981997

19961995

19941993

19921991

19901989

19882017

Gro

wth

in In

vent

ory

(%)

Average = 4%

InventoryGrowth %

at 30 year lows

FIGURE 2: Senior Housing Inventory Growth(all markets)

behind what we perceive their demand to be.*Pew Research Center, 2010

2. Competitive StrengthsWe believe TGSLCI has competitive strengths resulting from our Affiliates’ perception of trends they believe affect the senior housing market as well as those Affiliates’ experiential reference as a developer and acquirer of senior living properties.

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Over the past four years, our Affiliates have developed three senior living properties:

• Tuscan Gardens of Venetia Bay in Venice, Florida – Opened November 2016

• Tuscan Gardens of Palm Coast in Palm Coast, Florida – Opened December 2018

• Tuscan Gardens of Delray Beach in Delray Beach, Florida – Under construction and opening spring of 2020

In addition, our Affiliates hold a 15% interest in a $100 million portfolio of senior living properties known as the Living Well Lodges that were acquired in January 2016.

3. Property Improvement InitiativesIn our effort to optimize property operations, quality standards and resident/family satisfaction, the Company intends to implement the following protocols for its developed or acquired properties:

• Establish a plan that includes staff evaluation, resident experience, and marketing effectiveness through full-time Regional Director(s) of Operations working with a property manager.

• Conduct ongoing performance measurement and improvement measures though Key Performance Indicator management systems designed to improve effectiveness of staff, resident satisfaction and marketing performance.

TGCP’s specific improvement initiatives, which TGSLCI expects to replicate, have typically included:

• An evaluation of staffing and facility needs• An update of staff processes and protocols• I mplementation of measures designed to strengthen organizational

development, including compensation review, new associate orientation, and ongoing staff and leadership training to ensure an optimum balance of care delivery and resident experience

• Initiatives to differentiate its residents’ experiences, including implementation of research-based programming, enhanced dining options, resident and adult children/decision-maker satisfaction assessments, and community engagement and involvement

• Capital expenditures for necessary improvements and upgrades.• Development and deployment of marketing strategies including

brand management, marketing events, referral programs and community networking

• Identification of revenue enhancement opportunities with commensurate efforts to develop potentially synergistic revenue enhancements and cost savings

The Senior Living Market

• Roughly 70 percent of adults over the age of 65 will need long-term care at some point in their lives.

– U.S. Department of Health, 2016

• According to the AARP, 10,000 baby boomers are turning 65 every day, and this is expected to continue into the 2030s.

– The Motley Fool – “9 Boomer Statistics That Will Blow You Away” – July 2017

• An estimated 44% of the housing units occupied by older adults (13.8 million) were built in 1969 or earlier.

— Kenan Institute, 2017

• The demand for elder care will also be fueled by the rise in Americans living with Alzheimer’s Disease, which could almost triple by 2050 to 14 million from 5 million in 2013.

— Population Reference Bureau, 2016

• People are living longer. The average life expectancy is projected to be 110 by 2030, and seniors will soon outnumber children under the age of 5.

— SeniorAdvisor.com

• There may be a long-term care crisis on the horizon. Over the next 15-20 years, the number of potential caregivers to people needing care will be cut in half.

— American College of Financial Services, 2018

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TGSLCI plans to make investments consistent with senior living market trends it believes to be critical:

1. An increased demand for independent living, assisted living and memory care, that provide a more “home-like” residential experience

2. Its perception that there are increasing numbers of seniors looking for luxury living options

3. Servicing what we consider to be a growing, underserved mid-market segment we call “the missing middle”

Growth in the Senior Housing Market

With baby boomers entering the senior stage of life, we believe the senior living industry will continue to show promise as a robust and growing market. Additionally, increased lifespans and a projected increase in Alzheimer’s disease and dementia, combined with a declining number of adult caregivers, suggest increased demand for three key market sub-segments:

• Independent living – These properties provide a bridge between senior apartments and assisted living properties. Several services such as housekeeping and linen, transportation, social and recreational activities, and access to more or all daily meals through a central kitchen/dining facility are included in a monthly fee.

• Concierge Living – Concierge Living is a senior living concept created by TGMC to serve those who need a little support to remain living the independent lifestyle they desire but do not yet require full assisted living. Residents live in larger suites with full kitchens that are located inside the main building, closer to our staff. Concierge Living residents may enjoy the benefits of independent living along with access to additional care programs and amenities that allow them to remain independent.

• Assisted Living – We at TGMC define Assisted Living as properties that provide housing, meals, and one or more personal services for a period exceeding

MARKET TRENDS IN SENIOR LIVING

The people and/or property depicted in

this image are neither affiliated with by nor owned by TGMC, its affiliates, or TGSLCI.

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24 hours to one or more adults who are not relatives of the owner or administrator. These properties are designed to provide personal care services in the least restrictive and most home-like environment. Personal services include assistance with meals, dressing, movement, bathing, or the assistance with or supervision of medication; or general supervision or oversight of the physical and mental well-being of a person who needs assistance to maintain a private and independent residence in an Assisted Living facility.

• Enhanced Assisted Living –Enhanced Assisted Living was conceived by TGMC to be a unique level of care to serve as a midpoint between assisted living and memory care. Enhanced Assisted Living provides seniors increased services and staff support while allowing them to continue to enjoy the social opportunities and independence of assisted living. Some of the specific services provided include two-person assistance with transfers for all activities

of daily living, a more intimate environment for addressing the needs of those with mild cognitive impairment, specialized care for those most at risk for falls as well as care and monitoring for skin conditions and potential breakdown reduction, and extended congregate care services such as oxygen therapy, tube feeding, catheter care, nebulizer treatment and limited wound care.

• Memory Care – a long-term care option for residents who have been diagnosed with such conditions as Alzheimer’s Disease or dementia and have problems with at least two areas of daily living. A memory care environment is designed for residents with a level of impairment making it unsafe for them to continue to stay at home, but who do not require the intensive care of a skilled nursing facility. Memory care is designed to allow a person experiencing memory loss to maintain a level of independence while relying on the safety and security of being in a residential facility with a professional staff.

“As the age 80 and older baby boomer

cohort grows, the number of family

caregivers available to assist them drops

dramatically, from 7.5 in 2010 to 2.9 in

2050, a more than 50 percent decline.”

— American Society on Aging, 2014

85+80-8475-7970-7465-6960-6455-5950-5445-4940-4435-3930-3425-2920-2415-1910-145-90-4

MALE FEMALE(Age)

196

019

90

20

20

85+80-8475-7970-7465-6960-6455-5950-5445-4940-4435-3930-3425-2920-2415-1910-145-90-4

85+80-8475-7970-7465-6960-6455-5950-5445-4940-4435-3930-3425-2920-2415-1910-145-90-4

6 5 4 3 2 1 0 0 1 2 3 4 5 6Percentage of total population Percentage of total population

FIGURE 3: Suggested Rise in Senior Population

The properties depicted herein are owned and/or operated by wholly owned affiliates of TGMC, and not by TGSLCI. Preferred Shareholders will not acquire any interest(s) in any of

the properties depicted herein at the time of their investments, and there is no guarantee that they will acquire an interest in any of these properties, or any similar properties at any time.

NIC Investment Guide Sixth Edition – 2019

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TGSLCI Residential Experience

We believe baby boomers have different ideas about where and how they want to age. Unlike prior generations, we perceive that they expect to enjoy longer lives, better health and more active lifestyles. As a result, it is our view that they aren’t satisfied with the one-size-fits-most senior living styles of the past and have an increased expectation of choice, independence, abundance and connection.

Accordingly, we believe seniors now desire more home-like residential experiences that include increased amenities, diverse program offerings, personal connections to the community, and access to nature and the outdoors. However, we do not believe the current supply of the senior living property units meets such demands.

TGMC Properties have been designed to have resort-like living environments, concierge-level care, gourmet dining choices, infusions of art and activities, commitments to sustainable living and integrated technologies to meet what we believe are the increased expectations of residents of senior living properties. We expect that investments made by TGSLCI will reflect a similar focus.

The “Missing Middle”

While we perceive there to be an increasing demand for luxury senior living properties, we also believe there is


also an unmet need for aging Americans unable to afford $5,000 per month or more for senior living properties. We call what we perceive to be this growing, underserved mid-market segment “the missing middle.” In our view, the “missing middle” is representative of a demographic segment that cannot afford luxury senior living properties and is also ineligible for government, income-based subsidies that are available to residents of low-income senior living properties.

TGSLCI intends to provide more affordable senior living options. It plans to pursue acquisitions and conversions of other real estate properties, including hotels, for adaptive reuse into senior living rental properties. We believe we can provide a compelling, differentiated offering to potential residents that addresses three key objectives:

• Satisfies needs for safety and care• Provides positive, home-like residential experiences

at more affordable levels than the development or acquisition of senior living properties specifically and initially designed for such purposes

• Provides the Company operating margins consistent with properties that are currently managed by TGMP through reduced marketing costs due to shorter lease-up periods driven by what the Company perceives to be favorable demand elasticities at lower monthly rental rates

TGCP’S CURRENT OWNERSHIP INTERESTS AND PROPERTIESTuscan Gardens Capital Partners, LLC currently has ownership interests in the senior living properties described below. It intends to perform due diligence in a variety of areas to assess the viability of additional potential projects for development, acquisition or conversion as possible investments for TGSLCI.

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Tuscan Gardens of Venetia Bay841 Venetia Bay Blvd. • Venice, FL 34285

Tuscan Gardens of Venetia Bay is owned and operated by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in Tuscan Gardens of Venetia Bay at the time of their investments and there is no guarantee that they will acquire an interest in Tuscan Gardens of Venetia Bay.

• 130,000 square feet• 136 total units• 78 assisted living units, 90 licensed beds • 58 memory care units • All private pay

TGCP controls the special purpose entities that own 100 percent of the voting, common membership interests and operate Tuscan Gardens of Venetia Bay, LLC, a $41,049,765 assisted living and memory care property that opened in October 2016.

Our first senior living property, it is nestled on over six acres near the center of Venice, Florida. Tuscan Gardens of Venetia Bay is located near Venice Regional Medical Center and other medical facilities, close to the Gulf of Mexico and beaches, and minutes from the downtown district with shopping, restaurants and services.

For our independent and assisted living residents, we offer a variety of one- and two-bedroom suites, each complete with a living room, kitchenette, private bathroom and spacious closets. Our memory care residents choose between two private, petite suites, which feature locking closets and cabinets, automatic LED nightlights in the bathroom, intentional color schemes to enhance contrast and promote sight recognition, and a personalized

memory box outside residents’ doors to help them easily identify their own suite and those of their friends.

In August 2018, we converted 19 memory care units to high-acuity “enhanced assisted living” to meet a growing demand to serve assisted living residents who had a greater need for services.

About Venice: Named one of Coastal Living’s “Happiest Seaside Towns in America” in 2015, this island town in Sarasota County was once a fishing and farming community and is known for its charming downtown, unspoiled natural green spaces, numerous walking and bike paths, community theater and beaches.

The Market:• The primary market for this property includes the

cities of Venice, South Venice, Venice Gardens, Laurel, Osprey and Englewood.

• According to Census data, in 2016, there were an estimated 46,742 people over 65, representing 48% of Venice’s population. This is projected to increase 2.6% by 2020.*

• A market study conducted by Oracle Healthcare prior to construction revealed that occupancy at assisted living and memory care properties in the market was high with most above 92-95%, which we believe indicates an undersupplied market.

• According to the market study, market penetration was estimated at 36.7%. *The Nielsen Company, 2016




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Tuscan Gardens of Palm Coast 650 Colbert Lane • Palm Coast, FL 32137

Tuscan Gardens of Palm Coast is owned and operated by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in Tuscan Gardens of Palm Coast at the time of their investments and there is no guarantee that they will acquire an interest in Tuscan Gardens of Palm Coast.

• 152,000 square feet• 16-acre site• 130 units, 166 beds• 86 assisted living units with 110 licensed beds• 44 memory care units with 56 licensed beds

TGCP controls the special purpose entities that own 100 percent of the voting common membership interests in, and operate Tuscan Gardens of Palm Coast, a $50,425,993 assisted living and memory care property that opened in December 2018.

Located on a wooded 16-acre campus that borders a conservation area, we believe Tuscan Gardens of Palm Coast was meticulously planned, offering seven floor plan styles and an extensive list of resort-like services and amenities – all located one mile from the Atlantic Ocean beaches and the downtown district with its shops and restaurants. This property has nearby access to I-95 and

is within seven miles of the regional hospital and other medical services.

About Palm Coast: One of Florida’s newest cities, Palm Coast was incorporated in 1999, and is located on the I-95 corridor between St. Augustine and Daytona Beach in Flagler County. A coastal community just minutes from the Atlantic Ocean beaches, it sits on 70 miles of saltwater and freshwater canals as well as the Intracoastal Waterway. Palm Coast offers what we consider to be the best in Florida outdoor living with 125+ miles of walking/biking trails as well as world-class tennis and golf.

The Market• The primary market for this property includes the

cities of Palm Coast, Bunnell and Flagler Beach.• According to Census data in 2018, there were an

estimated 31,746 people over 65 in Palm Coast, and this is projected to increase 17.5% by 2023 to 37,306.

• According to a market study conducted by OHC Healthcare Property Advisors, the independent living market indicates excessive unmet demand and favorable market occupancy with the current average above 92%.

• The OHC market study also indicated the net independent living demand will increase 80% from 2018 to 2023.

The people and/or property depicted in the images below are neither affiliated with by nor owned by TGMC, its affiliates, or TGSLCI.




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Tuscan Gardens of Delray Beach 14313 Sims Road • Delray Beach, Florida 33484

Tuscan Gardens of Delray Beach is owned and operated by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in Tuscan Gardens of Delray Beach at the time of their investments and there is no guarantee that they will acquire an interest in Tuscan Gardens of Delray Beach

Tuscan Gardens of Delray Beach, LLC, a $58,207,545 assisted living and memory care property, is located on approximately 7.57 acres in Palm Beach County, Florida. Construction began on November 30, 2018, with opening scheduled for spring of 2020. TGCP controls the special purpose entities that own 100 percent of the voting, common membership interests in, and operate Tuscan Gardens of Delray Beach, LLC.

• 138,000 square feet• 7.57-acre site• 138 units• 88 assisted living units• 50 memory care units

About Delray Beach: Located on the Atlantic Ocean between Boca Raton and West Palm Beach and only an hour north of Miami, Delray Beach has been named one of the top 10 “Happiest Seaside Towns” by Coastal Living and is also a three-time winner of the All-America City

award. Delray Beach features nearly two miles of award-winning beaches, and we believe it combines small-town community living with big-city sophistication. In our view, Delray Beach residents enjoy the beautiful beaches as well as wetlands, outdoor spaces, a vibrant arts and cultural scene, sports, upscale shopping and fine dining. There are also several hospitals within 15 miles of Tuscan Gardens of Delray Beach, including rehabilitation, short-term acute care and long-term acute care.

The Market:• The primary market for this property includes

the cities of Delray Beach, Boynton Beach and Boca Raton.

• According to Census data in 2018, there were an estimated 258,011 people over 65, representing 40% of the population of Delray Beach. This is projected to increase to 274,639 by 2020.*

• Of those over 65, 31,639 had an income above $50,700, and by 2023, there are projected to be 35,618 with an income of $60,100 or more.*

• A market study conducted by Oracle Healthcare in April 2018 indicated an undersupplied market with high average occupancy rates hovering above 90% and only one other new facility planned. *Environic Analytics, 2018

The people and/or property depicted in the images below are neither affiliated with by nor owned by TGMC, its affiliates, or TGSLCI.

The properties depicted herein are owned and/or operated by

wholly owned affiliates of TGMC, and not by TGSLCI. Preferred Shareholders will not acquire

any interest(s) in any of the properties depicted herein at the

time of their investments, and there is no guarantee that they

will acquire an interest in any of these properties, or any similar

properties at any time.

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Osprey Lodge at Lakeview Crest/The Osprey Project1761 Nightingale Lane • Tavares, FL 32778

The Osprey Project is owned in part by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in The Osprey Project at the time of their investments and there is no guarantee that they will acquire an interest The Osprey Project.

• 76 assisted living units and related improvements• 48 memory care units and related improvements • 120 total residents (as of February 20, 2020)

Located in Lake County, Florida, the renovated Osprey Lodge at Lakeview Crest opened in September 2012. It sits on the banks of Lake Frances in Tavares amidst the rolling hills of Central Florida. The property was designed with an intent to evoke the rustic warmth of a Colorado lodge. It serves residents in the region surrounding Tavares, including Mount Dora, Eustis, Leesburg, Lady Lake and Lake Mary. Osprey Lodge at Lakeview Crest is currently managed by Allegro Senior Living.

Affiliates of TGCP own a minority interest in The Osprey Project, and the majority owner is a private equity firm that exercises major decision making.

About Tavares:The lakefront city of Tavares is near Orlando, Florida, and features a number of outdoor parks and water activities, including boat tours and Wooton Park, home of the Tavares Seaplane Base. The community’s downtown area features an entertainment district with a number of restaurants, pubs and music venues.

The Market:According to 2018 Census population estimates, 32.7% of Tavares residents are age 65+, making it the largest concentration of seniors in Lake County. In addition, the U.S. Census Bureau reported in 2018 that the population of Lake County residents aged 65 and older grew by 20,000 people, from 71,825 in 2000 to 91,769 in 2017.

Living Well LodgesIn December 2015, Living Well Lodges Capital Partners, LLC, a wholly-owned Affiliate of TGCP, acquired a 15 percent passive investment interest in three additional senior living properties as described on the next two pages from unrelated sellers. When constructed, each property used the proceeds of certain tax-exempt and taxable revenue bonds to provide a portion of the funds to acquire, construct, install, and equip those properties. Therefore, each property is subject to affordability restrictions.

At the time of purchase in December 2015, we perceived these properties to be in financial distress, and they were in default of certain financial and operating covenants. There was a $96,778,352 recapitalization through the tender and purchase of the outstanding bonds, and an investment of new capital comprised of a $65,955,000 secured bank loan and $23,124,669 from third-party institutional investors in the form of preferred equity.

Additionally, Living Well Lodges Capital Partners, LLC raised $7,698,683 in the form of non-voting, preferred membership interests from unaffiliated accredited investors which were in turn invested in non-voting, preferred membership interests in Living Well Lodges Capital Partners, LLC, the wholly-owned Sponsor Affiliate that holds the Living Well Lodges investment. The bondholders for these properties received principal payments in the amount of the original issue price of these revenue bonds plus accrued interest to the date of purchase. As of February 2020, the Sponsor Affiliates are in compliance with all financing arrangements for the properties.


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Crane’s View Lodge/The Crane’s View Project1601 Hooks Street • Clermont, FL 34711

The Crane’s View Project is owned in part by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in The Crane’s View Project at the time of their investments and there is no guarantee that they will acquire an interest The Crane’s View Project.

• 80 assisted living units and related improvements• 48 memory care units and related improvements • 96 total residents (as of November 30, 2018)

The renovated Crane’s View Lodge opened in August 2014. Located in Lake County, it is nestled in the hills of Central Florida and serves residents in the region surrounding the city of Clermont, including Minneola, Leesburg, Winter Garden and Windermere. Created with the intent to evoke rustic warmth of a wilderness lodge, Crane’s View Lodge features both assisted living apartments as well as Memory Care units. It is currently managed by Allegro Senior Living.

Affiliates of TGCP own a minority interest in The Crane’s View Project, and the majority owner is a private equity firm that exercises major decision making.

About Clermont:Clermont is located just west of Orlando and north of Disney World. It has been named one of the “Top 20 Cities in America” and the “Best Central Florida City to Live In.” We believe health, wellness and fitness are all part of Clermont’s culture, and the area features a variety of shopping and dining options, a community theater and other performing arts offerings, as well as numerous outdoor and lakefront activities.

The Market:According to 2018 U.S. Census Bureau population estimates, 23.9% percent of Clermont residents are age 65 or older, and the population of Lake County residents aged 65 and older grew by 20,000 people, from 71,825 in 2000 to 91,769 in 2017.

Stuart Lodge/The Stuart Project1301 SE Palm Beach Road • Stuart, FL 34994

The Stuart Lodge Project is owned in part by wholly owned affiliates of TGMC and not by TGSLCI. Preferred shareholders will not acquire any interest in The Stuart Lodge Project at the time of their investments and there is no guarantee that they will acquire an interest The Stuart Lodge Project.

• 95 assisted living units and related improvements• 98 total residents (as of November 30, 2018)

Located in Martin County, Florida, the Stuart Lodge opened in June 2014. It was developed to provide premier assisted living services in the region surrounding Martin County, including Stuart, Palm City, Jensen Beach, Port St. Lucie and Hobe Sound. Stuart Lodge is currently managed by American House Senior Living Communities.

Affiliates of TGCP own a minority interest in The Stuart Project, and the majority owner is a private equity firm that exercises major decision making.

About Stuart:Located on Florida’s Atlantic Coast north of Palm Beach and south of Vero Beach, Stuart is widely regarded as the “Sailfish Capital of the World” by fishing enthusiasts. It is part of Florida’s Treasure Coast which was named for its history as the location of 18th century Spanish shipwrecks that contained gold and silver. Close to both the St. Lucie River and the Indian River Lagoon, Stuart features outdoor and water activities along with what we consider to be a historic and pedestrian-friendly downtown.

The Market:Stuart is also home to a senior population which we consider significant. According to the 2018 U.S. Census Bureau population estimates, 25 percent of residents are 65 years of age or older.


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Baker Barrios Architects

Based in Orlando, Florida, and having operated for more than 25 years, we believe Baker Barrios Architects, Inc. is among the most innovative commercial architecture and design firms in the Southeast.

Bessolo Design GroupBased in St. Petersburg, Florida, Bessolo Design Group provides design and management services in architecture, interior design, mechanical engineering, electrical engineering, plumbing design and structural engineering. Having been in business for 30 years, they have what we consider to be extensive design and engineering expertise in senior living.

Laurence J. (Larry) Pino, EsquireChairman & Chief Executive Officer Mr. Pino is responsible for establishing the overall strategic direction of the company and ensuring it achieves its financial and operational goals and objectives. Prior to founding the company in 2010, he was the Founder and CEO of a private equity development and management company focused on starting, developing and growing business enterprises. Mr. Pino has served as Chairman or Board Member for many of those investments. By background, he is a commercial litigation attorney specializing in business and investment law.

Mr. Pino graduated with a Bachelor’s degree from the University of Notre Dame and a J.D. degree from New York University Law School. He also received Certificates of Study from the University of Madrid, L’Alliance Francaise and the Centro Linguistico Italiano Dante Alighieri in Rome. Subsequently, he was admitted to practice law and is in good standing as a member of the bars in Florida, New York and California, as well as in various Federal Courts across the country. Mr. Pino currently teaches

a course as an adjunct professor on Rapid Enterprise Development for the Hamilton Holt School at Rollins College in Winter Park, Florida, and he is pursuing a Doctorate in Business Administration at the Warrington College of Business at the University of Florida.

In the past 30 years, Mr. Pino has conducted some 5,500 speaking engagements, presenting to over one million people and appearing on 140 radio and television talk shows. He has also authored 12 books, including among others: Finding Your Niche, Finding Your E-Niche, The Desktop Lawyer, Cash In On Cash Flow, and Reinventing Senior Living: The Art of Living with Purpose, Passion & Joy. He also co-authored Morphing: Radical Evolution for Revolutionary Times with Dr. Craig McAllaster, retired Acting President Emeritus of Rollins College.

Christopher P. YoungChief Development OfficerMr. Young is responsible for the on-time, on-budget delivery of the company’s development projects. He previously served as the chief operating officer for a regional senior living developer based in Central Florida, where he was in

OUR EXECUTIVE TEAM

The management team for the Tuscan Gardens group of companies combines experience in real estate construction, development, financing, investment, operations, senior living and capital formation.

OUR STRATEGIC PARTNERS Tuscan Gardens Senior Living Communities, Inc. has assembled what it considers to be one of the most qualified, experienced teams of senior living leaders. In addition, we believe each of our strategic partners is committed to the quality and success of our properties.

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CORE Construction ServicesCORE Construction is a construction manager at risk, design-build, general contracting, and job order contractor with more than 1,200 employees, generating annual revenue in greater than of $1 billion. With 18 regional offices in eight states and an 80-year operating history, we believe they have a track record of providing exemplary services

Mosaic Design Studio

Award-winning Mosaic Design Studio specializes in design projects related to senior living, independent care facilities, healthcare, corporate office space and hospitality. Based in Columbus, Ohio, they believe in the improvement of quality of life through design.

charge of the day-to-day operations of the company and the development of its assisted living division. As chief operating officer, Mr. Young created the business model for site acquisition and market penetration criteria. While there, he was responsible for the development of three assisted living facilities with an approximate value of $100 million.

Mr. Young has over 30 years of operational and executive-level experience with small and large corporations, including General Motors and General Dynamics. His experience also includes small and large-scale construction projects, with up to $300 million in total construction cost. He earned a Bachelor of Arts degree in administration and pre-law from Michigan State University and is finishing his Master of Science in acquisition and contracts from the University of West Florida.

William N. (Bill) Johnston Chief Investment Officer & Chief Financial OfficerMr. Johnston provides financial oversight of the company and is responsible for institutional investor relations and capital allocation. Over the course of his career, he has raised and invested more than $1.5 billion of capital in various forms, ranging from private equity to structured debt, and has multi-sector institutional real estate finance, development and operations experience.

Mr. Johnston’s domestic and international leadership background leading high-growth teams as a strategic partner to Fortune 50 companies brings relevant growth expertise. He previously served as Chief Investment Officer at Unicorp National Developments, a leading developer of retail, mixed use and multifamily properties; Executive Vice President of Corporate Development and Interim Chief Operating Officer at Digital Risk, LLC, where he delivered over $11 million of annual operating margin growth through operational improvements and supported the 2012 sale for $175 billion to Mphasis Ltd., (an HP Company); and Chief Operating Officer at Liberty Investment Properties, Inc., where he led national hotel development programs with Goldman Sachs and Angelo Gordon.

Mr. Johnston started his public accounting career as a financial modeling specialist and IT systems specialist at PriceWaterhouseCoopers, LLC. He has held various global corporate finance roles which include North American Chief Financial Officer, Managing Director of Global Financial Services and head of North American Real Estate for London-based multinational Tibbett & Britten Group, PLC through the growth of its North American operation from a start-up to over 11,000 team members handling $35 billion of goods annually. Mr. Johnston holds an Executive MBA from Harvard University as well as a Master of Accountancy and Bachelor of Commerce degrees from McGill University. He is a Certified Public Accountant (Illinois) and Chartered Professional Accountant (Canada).

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Tuscan Gardens Capital Partners, LLC99 S New York Ave

Winter Park, FL 32789(407) 422-2423

tuscaninvestor.com

Tuscan GardensSENIOR LIVING

®

COMMUNITIES, INC.

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the art of living with purpose, passion and joy€¦ · the art of living with purpose, passion and...

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