Kinzua Timberlands Bid Prospectus - Fountains Land Timberland… · Based on data from a...

Multiple Tracts in Northwestern Pennsylvania 4,198 Acres

Kinzua Timberlands BID EVENT PROSPECTUS

fountainsland.com

Bids due August 11, 2017

OVERVIEW

Fountains Land fountainsland.com

The 4,198-acre Kinzua Timberlands offering includes 15 tightly-clustered tracts located within a region well-known for producing the finest oak, cherry and maple in the world. This exceptional timber resource offers a mature sawlog component with fully-stocked stands and developed access. The multi-tract configuration assures a wide disposition option, enhancing investment return.

Highlights include: Desirable hardwood species composition with high timber stocking

Exceptional stem quality resulting from intensive silviculture by the ownership

Mature sawlogs with average diameter of nearly 20” and 22” for red oak

Well-developed access to the properties with established internal road systems on many parcels

Located in a wood basket recognized for its experienced logging and trucking contractors as well as its stable and diverse forest product markets

Multi-tract configuration, facilitating higher value retail sales and flexibility upon disposition

Recreational income and OGM rights on the Suppa tract

OVERVIEW (continued)



BID TERMS, CONDITIONS & CONTACT

Sealed Bid Process: Bids for the entire offering or for the individual southern or northern packages will be accepted. Bids should be lump sum and not by the acre. Sealed bids can be submitted utilizing the ”Bid Form”

at the end of this document or on a form familiar to the bidder. When submitting a bid, it should be signed, but no down payment check is required. There will be no public opening of the bids and all bids will remain “sealed” until the stated bid opening. Bids will be opened in the Fountains Land office, Lake George, New York.

Bids will be evaluated for the best “overall” offer (price and contract terms) with bidders notified by Wednesday, August 16, 2017 concerning the status of the bid process. The successful bidder will be asked to finalize a Purchase and Sale Agreement (PSA) on an expedited basis, subject only to those contingencies (if any) negotiated between the parties and transfer of good and marketable title. A PSA draft is located in the Fountains Land Data Room. A 5% earnest money deposit is required upon full execution of the PSA.

Closing Period: Anticipated closing date will be on or before 45 days from execution of the PSA.

Right to Seller:

The Seller (Forest Investment Associates [FIA], on behalf of Commonwealth Forest Investments) reserves the right to sell the Property prior to the bid opening or withdraw the Property prior to the bid opening. The Seller shall not be obligated to accept any offer, and any decision to enter into a binding agreement shall be at the Seller’s sole discretion. The Seller reserves the right to reject any and all bids.

Property Inspection: Each bidder shall be deemed to represent that s/he has examined the Subject and is familiar with

the physical condition and title thereof; and has conducted such investigation of the Subject as such bidder has considered appropriate.

Each prospective bidder assumes all risk associated with any such inspection. The property is offered for sale “as is-where is,” with no warranties expressed or implied. Although information has been obtained from sources deemed reliable, Fountains Land, the Seller and their Agents make no guarantee as to the accuracy of the information contained herein or in any advertising or promotional statements/material. Title information for the Subject properties is available at the Fountains Land Data Room or upon request.

Data Room: The Fountains Land Data Room contains comprehensive details of the offering which is available upon execution of a Confidentiality Agreement contained in this prospectus.


Bid Deadline : Friday, August 11, 2017 at 3:00 PM EST.

Bid Submission: Email: [email protected] Cell: (518) 926-8734 Mail: Todd Waldron Kinzua Timberlands Bid Fountains Land 1810 State Route 9 Suite 2 Lake George, NY 12845

Bidders are encouraged to call Todd Waldron to verify receipt of bids.

PROPERTY DETAILS Location: The fifteen Kinzua Timberlands tracts are located in the Allegheny Plateau region of northwestern

Pennsylvania. This area has an unchallenged reputation for producing some of the finest hardwood timber in the country. The region is also home to a developed forest products manufacturing industry providing top-notch markets for sawlog and veneer products.

Access:

All of the tracts enjoy deeded and secure access (the exception being the Baker II lot whose access is prescriptive by a tradition of use). Many of the tracts have good internal access, which has been developed in association with the oil and gas infrastructure that has been installed over the last 90 years.

Site Description: The Kinzua Timberlands package is ideally-suited to quality hardwood production—with superior growing sites, narrow hollows and moderate-to-steep slopes leading to level plateaus. Elevations are between 1,100’ to 2,000’. This terrain is well suited to both conventional and mechanized harvesting systems. Soils are primarily well drained, highly productive, and supportive of an extended operating season.

Timber (all tracts combined): Based on data from a comprehensive 4Q2016 inventory (1Q2017 data for parts of Keepsake tract), with adjustments for growth and minimal harvest, FIA reported Book Volumes are 24,640 MBF Doyle (5.87 MBF/ac) and 54,565 pulpwood tons (13.0 tons/ac). Sawlogs were tallied containing 1 clear face and better, from 12” DBH and greater to a 10” top and pulpwood tallied from 4” DBH and greater to a 4” top. Average sawlog diameter is nearly 20” with red oak diameters averaging 22” - representing a mature resource with immediate cash flow potential. Red oak, black cherry, the maples, white oak and miscellaneous other oaks are the major species, each possessing exceptional stem quality. Each individual tract offers a different blend of species, volume, and diameter distribution; however, both the north and south package are generally quite similar and representative of the entire portfolio.

Taxes, Lease Income & Title:

All of the properties (except the Little Tract) are enrolled in Pennsylvania’s Clean and Green tax program. The 2016 taxes were $20,210 for the entire portfolio. Annual recreational lease income is $8,048. Updated title commitments and a Phase 1 Environmental Assessment have been completed.


TIMBER VOLUME SUMMARY - Entire Package


Timber data for entire portfolio is based on 1,291 sample points (1 plot per 3.3 acres), producing sampling statistics of; ±5.0% CI % Error for sawlog products and ±7.4% for pulpwood products. Inventory specifications are available in the data room.

TIMBER VOLUME SUMMARY - Entire Package


Average DBH by volume; RO 22”, BC 19.5”, HM 17”, RM 18.5” and WO 19” (rough figures)

Average DBH by volume; Sawlogs 19.5” and Pulpwood 10” (rough figures)


TIMBER VOLUME SUMMARY - Northern Package


Timber data for the northern package is based on 671 sample points (1 plot per 3.2 acres). Inventory specifications are available in the data room.

TIMBER VOLUME SUMMARY - Northern Package


Average DBH by volume; RO 23”, BC 19”, HM 18”, RM 19” and WO 20” (rough figures)

Average DBH by volume; Sawlogs 19.5” and Pulpwood 9.5” (rough figures)


TIMBER VOLUME SUMMARY - Southern Package


Timber data for the southern package is based on 620 sample points (1 plot per 3.3 acres). Inventory specifications are available in the data room.

TIMBER VOLUME SUMMARY - Southern Package


Average DBH by volume; RO 21”, BC 19”, HM 17”, RM 17.5” and WO 17” (rough figures)

Average DBH by volume; Sawlogs 19” and Pulpwood 9.5” (rough figures)

KINZUA TIMBERLANDS BID FORM

Submit Bid to:

Email: [email protected] Mail: Todd Waldron Kinzua Timberlands Bid Fountains Land 1810 State Route 9 Suite 2 Lake George, NY 12845

Bidder hereby submits this Bid Offer for the acquisition of the identified tracts below based on Bidder’s property inspection, review of title, and consideration of the property details provided by Seller’s Agent and Fountains Land. By submitting this Bid Offer, the Bidder agrees to enter into a Purchase and Sale Agreement (PSA), at the bid price(s) and under the contingencies provided by the Bidder below, within 5 business days of being awarded the Bid by Seller. Bidder further agrees to provide an earnest money deposit in the amount of 5% of the bid price with the escrow agent upon execution of the PSA. Bidder hereby agrees that this Bid will remain valid until August 18, 2017.

NOTE:

If an offer is being made on only one or more tracts, please put a price in the appropriate space. Any blank spaces will be assumed that no offer is being made for that tract. Also, bidders are welcome to submit an offer in a format to which they are accustomed.

Page 1 of 2 (continued on the next page)


BIDS DUE NO LATER THAN 3:00 PM EST, AUGUST 11, 2017

KINZUA TIMBERLANDS BID FORM Contingencies:

Bidder’s Name Telephone Company Fax Bidder’s Signature E-Mail Date Address Required Real Estate Agency Disclosure: Fountains Land is the exclusive broker representing the seller's interest in the marketing, negotiating and sale of this property. Fountains has an ethical and legal obligation to show honesty and fairness to the buyer/bidder. The buyer/bidder may retain brokers and consultants to represent their interests.

Page 2 of 2

Fountains Land Inc. fountainsland.com

CONFIDENTIALITY AGREEMENT - page 1 of 3

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made this ____ day of _______________, 2017 by FOREST INVESTMENT ASSOCIATES L.P. (“FIA”), in its capacity as investment manager for certain timberlands owned by one or more of its clients (individually, an “Owner” and collectively, the “Owners”), and the undersigned prospective bidder (referred to in this Agreement as “you”).

In connection with your consideration of a possible transaction with Owners, you have requested FIA, in its capacity as investment manager for Owners, to provide information concerning certain timberlands in the State of Pennsylvania held out for sale by Owners (the “Timberlands”). As a condition to FIA providing this information, you agree to treat in accordance with the terms of this Agreement (i) any information concerning the Timberlands that may be furnished to you or any of your directors, officers, employees, representatives, advisors, or other agents (collectively, "your Representatives"), and (ii) all analyses, compilations, forecasts, studies or other documents prepared by you or your Representatives that contain or otherwise reflect such information or your review of, or interest in, the Timberlands, or any portion thereof. Unless otherwise indicated, all such information described above in clauses (i) and (ii) of the preceding paragraph are collectively referred to as the "Evaluation Materials". The obligation to treat as confidential the Evaluation Materials will not apply to information that (a) is already in your possession at the time of disclosure, (b) becomes available to you from a source other than FIA, provided that such information was lawfully obtained and not the subject of another confidentiality agreement or other obligation of confidentiality or secrecy, or (c) becomes generally available to the public other than directly or indirectly as a consequence of a disclosure by you or your Representatives. The term "person" as used in this Agreement will be broadly interpreted to include, without limitation, any individual, entity or governmental body. 1. Confidentiality. You hereby agree that you will keep the Evaluation Materials confidential, that the Evaluation Materials will be used solely for the purpose of evaluating a possible acquisition of the Timberlands, and that such information will not be disclosed in any manner, directly or indirectly by you and your Representatives, except that (i) any such information may be disclosed to your Representatives who need to know such information solely for the purpose of evaluating any such possible transaction, provided that you shall first inform your Representatives of the confidential nature of such information and they shall agree, and you shall direct them, to hold such information in confidence, and (ii) any such information may be disclosed under circumstances and conditions contemplated by paragraph 3 of this Agreement or under circumstances which FIA gives express, prior consent in writing. You shall be responsible for any breach of this Agreement by any of your Representatives. Upon request, you shall provide FIA a list of your Representatives who receive any Evaluation Material and a description of their position with, or other relationship to, you.

2. Confidentiality of Discussions. Without the express prior written consent of FIA, you will not, and will direct your Representatives not to, directly or indirectly, disclose to any person who is not hereby authorized to receive the Evaluation Materials (i) the fact that the Evaluation Materials have been made available to you; (ii) the fact that discussions or negotiations are taking place concerning a possible transaction between Owners and you; or (iii) any other terms, conditions or other facts with respect to this inquiry, including the specific assets in question, any valuations, and the status of this proposed transaction. Your Representatives will not discuss this transaction with any employee of FIA except those identified for that purpose in writing or with any officer, director, manager or representative of any Owner, other than FIA and its designees.


CONFIDENTIALITY AGREEMENT - page 2 of 3

3. Requests for Disclosure. If you are requested or are required by applicable law (whether by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar formal process) to disclose any Evaluation Materials, you will provide FIA with immediate notice of such request and requirement so that FIA may consider seeking a protective order. If, in the absence of a protective order or the receipt of a waiver, you are nonetheless, in the written opinion of counsel, compelled to disclose any Evaluation Materials to any court or any other person, you may disclose, to the extent so required, such information to such court or other person without liability hereunder provided such written opinion of counsel is provided to FIA in advance. 4. No Representation or Warranty. You understand that none of the Owners, FIA or any other person has made or now makes any express or implied representation or warranty as to the accuracy or completeness of the Evaluation Materials. You agree that none of the Owners, FIA or any of their representatives will have any liability to you or any of your Representatives resulting from the use of or reliance upon the Evaluation Materials or for any actual or alleged errors or misstatements in the Evaluation Materials or any actual or alleged omissions in them. Only those representations and warranties, if any, that are made in a final definitive agreement for the purchase and sale of the Timberlands, if, as and when executed, and subject to any limitation or restriction set forth in such agreement, will have any legal effect. 5. Return of Material. Upon request by FIA, you will promptly deliver to FIA, at its principal office located at 15 Piedmont Center, Suite 1250, Atlanta, GA 30305, attention: Sarah E. Hall, all written and other physical Evaluation Materials (together with all copies), or you will promptly destroy such Evaluation Materials (and all copies), and in either case certify their return or destruction to FIA in writing. This undertaking is to be broadly interpreted, such that you will not retain any copies, extracts or other reproductions in whole or in part of such Evaluation Materials. In addition, all documents, memoranda, notes, and other writings prepared by you or your Representatives based on or reflecting information in the Evaluation Materials will also be destroyed by you, and such destruction will be separately certified in writing to FIA. You will promptly notify FIA if you determine not to proceed with the proposed purchase of the Timberlands. 6. Access to Timberlands. If you or your Representatives desire to have access to any of the Timberlands, you shall notify FIA to request and arrange for such access. You acknowledge and agree that while on the Timberlands, you and your Representatives assume all risks relating to such presence. You shall indemnify, hold harmless and, if requested by FIA, defend (with counsel reasonably approved by FIA) Owners, FIA and their respective shareholders, members, partners, officers, directors, managers, trustees, employees, representatives and agents from and against any and all causes of action, claims, costs, damages, demands, expenses (including, but not limited to, attorneys’ fees), liabilities and losses arising from or related to your or your Representatives’ entry onto or presence on the Timberlands except to the extent caused by the gross negligence of or the knowing and intentional misconduct of any Owner, FIA or any of their representatives. 7. Injunctive Relief. You agree that Owners would be immediately and irreparably harmed by, and money damages would not be an adequate remedy for, any breach by you or your Representatives of the covenants contained in this Agreement, and that FIA will be entitled to injunctive relief, specific performance and/or any other appropriate equitable remedy for any such breach or threatened breach. You hereby waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not, in any way, be deemed to be exclusive of any other remedy. 8. Law to Govern; Other Provisions. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia without regard to conflicts of law principles that would result in the application of the law of any other jurisdiction. No failure or delay by FIA in exercising any right, power or privilege will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege.


CONFIDENTIALITY AGREEMENT - page 3 of 3 9. Term. The term of this Agreement shall commence upon the date first above written or, if later, the date you execute this Agreement as set forth below, and shall expire upon the fifth anniversary of the commencement date; provided, however, that with respect to any trade secret included in the Evaluation Materials, the term of this Agreement shall continue with respect to such trade secret until the later of the fifth anniversary of the commencement date or the date that it is no longer a trade secret. 10. Entire Agreement. This Agreement contains the entire understanding relating to the confidentiality and disclosure of the Evaluation Material and the other matters addressed herein, and supersedes all prior communications, if any, between the parties regarding the Evaluation Material and such other matters. No amendment, modification or waiver of any provision of this Agreement shall be binding unless in writing and executed by FIA and you. If the foregoing is in accordance with our mutual understanding, please sign the enclosed copy of this Agreement and return it to FIA, whereupon it will become a mutually binding and enforceable agreement.

FOREST INVESTMENT ASSOCIATES L.P. By: Forest Investment Associates, LLC, its General Partner ___________________________________ Signature Name: _____________________________ Title: ______________________________ Date: ______________________________

CONFIRMED AND AGREED: By: ________________________________ ___________________________________ Signature Name: _____________________________ Title: _______________________________ Date: ______________________________


Date post:	18-Oct-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times

Kinzua Timberlands Bid Prospectus - Fountains Land Timberland… · Based on data from a...

Documents