S-11 1 ds11.htm FORM S-11 Form S-11
Table of Contents

As filed with the Securities and Exchange Commission on September 19, 2006

Registration No. 333-              


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Meruelo Maddux Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware   6500   20-5398955

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. employer

identification number)

761 Terminal Street

Building 1, Second Floor

Los Angeles, California 90021

(213) 291-2800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)


John Charles Maddux

President and Chief Operating Officer

761 Terminal Street

Building 1, Second Floor

Los Angeles, California 90021

(213) 291-2800

(Name, address, including zip code and telephone number, including area code, of agent for service)


Copies to:

Brad S. Markoff, Esq.

Jeffrey M. Sullivan, Esq.

DLA Piper US LLP

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612

Phone: (919) 786-2000

Facsimile: (919) 786-2200

 

Mark J. Kelson, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064

Phone: (310) 312-4000

Facsimile: (310) 312-4224


Approximate date of commencement of proposed sale to public:    As soon as practicable after the effectiveness of the registration statement.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨


CALCULATION OF REGISTRATION FEE


Title of Securities                                                                 

Registered                                                                 

  

Proposed

Maximum Aggregate

Offering Price (1)(2)

  

Amount of

Registration Fee

Common Stock, $.01 par value per share

   $ 500,000,000    $ 53,500

(1) Includes offering price of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 



Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED SEPTEMBER     , 2006

 

[·] Shares

 

Meruelo Maddux Properties, Inc.

 

Common Stock

 


 

Meruelo Maddux Properties, Inc. is a taxable corporation recently formed to develop and redevelop commercial and residential properties in downtown Los Angeles and other urban markets in California. Upon completion of this offering and our formation transactions, we will own, lease with rights to purchase and have rights to acquire interests in 52 development, redevelopment and stabilized projects. This is our initial public offering. No public market currently exists for our common stock. All of the [·] shares of common stock offered by this prospectus are being sold by us. We currently expect the initial public offering price of the common stock to be between $[·] and $[·] per share. We will apply for listing of our common stock on The Nasdaq Global Market™ under the symbol “MMPI.”

 

See “ Risk Factors” beginning on page 27 to read about risks you should consider before buying shares of our common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of our common stock or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 


 

       Per Share

     Total

Price to public

     $                   $             

Underwriting discount

     $           $  

Proceeds to us, before expenses

     $        $  

 

We have granted to the underwriters the right to purchase within 30 days from the date of this prospectus up to an additional [·] shares of common stock at the public offering price per share, less the underwriting discount, to cover over-allotments. The underwriters are offering the shares of common stock covered by this prospectus as described in “Underwriting.”

 

The underwriters expect to deliver the shares of common stock to purchasers on or about             , 2006.

 

 

FRIEDMAN BILLINGS RAMSEY

 

The date of this prospectus is                     , 2006.


Table of Contents

SUMMARY

 

This is only a summary and does not contain all of the information that you should consider before investing in shares of our common stock. You should read this entire prospectus, including “Risk Factors,” our financial statements, pro forma financial information, and related notes appearing elsewhere in this prospectus, before deciding to invest in shares of our common stock. In this prospectus, unless the context suggests otherwise, references to “our company,” “we,” “us” and “our” mean Meruelo Maddux Properties, Inc. and its subsidiaries. Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of the over-allotment option to purchase up to an additional [·] shares of common stock and that the shares of common stock to be sold in this offering are sold at a price of $[·] per share, which is the midpoint of the range set forth on the front cover of this prospectus. Unless indicated otherwise, any reference to the estimated number of shares of our common stock to be issued to entities owned by Messrs. Meruelo and Maddux in our formation transactions does not include shares that we have a contingent obligation to issue if certain future events occur. (See “— Our Formation Transactions — Contingent Issuance of Shares”). The historical operations described in this prospectus refer to the historical operations of Meruelo Maddux Properties, Inc., entities to be contributed to Meruelo Maddux Properties, Inc. and certain of their affiliates and predecessor entities, which we refer to collectively as our predecessor business throughout this prospectus. We have described our operations in this prospectus as if the historical operations of our predecessor business were conducted by us.

 

Overview

 

We are a self-managed, full-service real estate company that develops and redevelops commercial and residential properties located in downtown Los Angeles and other densely populated urban areas in California that are undergoing demographic or economic changes. Upon completion of this offering and our formation transactions, we will own, lease with rights to purchase and have rights to acquire interests in 52 development, redevelopment and stabilized projects, which we collectively refer to as our projects.

 

We are an evolving, highly visible and experienced real estate company in the Los Angeles market. Including our predecessor business, we have invested more than $700 million in real estate since 1987, primarily in downtown Los Angeles. We believe success in an urban real estate market depends on accumulated qualitative and quantitative market data gained through experience combined with the ability to identify, interpret and capitalize on market changes. We employ specialists in urban site identification, land planning, design development, architecture, construction oversight, financial underwriting, real estate law and property management. Our employees have close working relationships with local and national lending institutions, local government officials, community and labor leaders and are key players in the real estate financial and brokerage community in Los Angeles. We have substantial experience in assembling numerous small land parcels, expediting land development approvals and in project design, construction and management.

 

We focus on non-stabilized properties and commercial land that have alternate, more profitable uses achievable through redevelopment or major renovation and ground-up development. We are involved in a wide range of project types, including food industry, wholesale market, small tenant industrial, residential high rise and mixed-use “urban village” properties. These projects are predominantly located in a densely urban, multi-ethnic environment, involve numerous local entitlement, property assemblage and physical challenges and are opportunities frequently overlooked by mainstream institutional investors and developers. We believe we can earn higher risk-adjusted returns on the redevelopment of re-emerging urban markets than on initial development in emerging suburban markets.

 

We are committed to socially responsible investment. Real estate development activity in California historically has been centered around the periphery of established population areas. We believe that this trend is

 

1


Table of Contents

reaching its natural limits, as suburban sprawl has exacerbated economic, social and transportation problems and has provoked resistance from businesses, residents and governments. “Smart Growth” and “Transit Oriented Development” are emerging categories of development that feature urban infill projects that meet the demands of urban communities. The advantages of Smart Growth projects include utilizing or upgrading existing infrastructure instead of creating new infrastructure, as well as reducing automobile reliance by locating businesses, customers and employees closer to each other and to existing public transit systems. Our business philosophy is to pursue Smart Growth projects, Transit Oriented Development and similar projects that have both economic and social benefits.

 

Currently, most of our projects are located in or around the downtown area of Los Angeles, and all of our projects are in Southern California. Downtown Los Angeles is commonly defined as an area of approximately 350 city blocks, or approximately 2,500 acres, ringed by the U.S. Highway 101/ Santa Ana Freeway on the north, the Los Angeles River on the east, U.S. Interstate 10/Santa Monica Freeway to the south and the State Highway 110/Pasadena Freeway to the west. Downtown Los Angeles has attracted more than $11.8 billion in new construction investment from 2000 through the second quarter of 2006, according to the Los Angeles Downtown Center Business Improvement District. With approximately 80 acres of land owned or controlled through executory purchase and sale agreements or options to purchase in downtown Los Angeles, we believe we are the largest non-government landowner in downtown Los Angeles. By comparison, a 27-block area in the financial district of downtown Los Angeles that contains the bulk of downtown’s class A high-rise office buildings and major hotels and retail properties is situated on approximately 143 acres.

 

History of our Company and our Management Team

 

Through our predecessor business, we have been investing in urban real estate since 1972, when Cuban immigrants Homero and Belinda Meruelo purchased their first commercial building in downtown Los Angeles. Our current management team is led by our co-founders Richard Meruelo, who will serve as our Chief Executive Officer and Chairman of our Board of Directors and who is the son of Homero and Belinda Meruelo, and John Charles Maddux, who will serve as our President and Chief Operating Officer and a member of our Board of Directors. Each has more than 20 years of experience in identifying, acquiring, entitling, financing, developing and redeveloping urban real estate. They have worked together since 1987.

 

Collectively, our executive officers have been involved in more than $22.7 billion of real estate financing transactions and the acquisition, development, redevelopment or disposition of more than $13.2 billion in commercial and retail properties. A significant portion of these transactions and properties were in Southern California.

 

The State of California Public Employee’s Retirement System, or CalPERS, has been a substantial investor in our predecessor business. Our management team is one of only approximately 13 designated groups participating in the California Urban Real Estate, or C.U.R.E., program sponsored by CalPERS. The C.U.R.E. program targets rehabilitation, repositioning and development of real estate in urban and underserved markets in California. CalPERS has provided our predecessor business with capital through the C.U.R.E. program in the form of a revolving credit facility in the principal amount of approximately $150.0 million. We have elected to retire the CalPERS facility and will use a portion of the net proceeds of this offering to pay all amounts outstanding thereunder.

 

2


Table of Contents

Our Strategies

 

Our Investment Strategy

 

We invest in sub-markets that are:

 

    dense urban areas undergoing demographic, structural or economic change;

 

    places where a significant portion of the properties and participants are of a non-institutional nature;

 

    areas where the existing inventory of buildings is predominantly either obsolete or no longer relevant to the changing demographic or economic profile of the surrounding market;

 

    localities where we have established strong working relationships with the city planners, community redevelopment agencies and local political organizations; and

 

    areas near the existing transportation network, particularly public transportation systems.

 

Our Value Creation Strategies

 

Aggregate Separate Parcels and Acquire Controlling Locations in Developing Neighborhoods. In our markets, large, contiguous development properties are infrequently for sale and, when available, sell for prices that most often reflect their potential value. We seek to acquire smaller, separate real estate parcels over time and at a lower cost with a view toward aggregating those smaller parcels into one property that can accommodate a larger-scale development project. To acquire the individual parcels and reduce our holding costs, we sometimes purchase an option contract or sign a long-term purchase agreement that gives us the right to acquire the land at a specific price before some future date. In addition, to avoid making the market aware of our pending assemblage of several, proximate parcels, we may occasionally use third parties to acquire properties or purchase options, which are then transferred to us. We also seek to acquire parcels that provide us with strategic advantages in neighborhoods that are in the early stages of revitalization. For instance, we may seek a key location on a city block that has not yet been redeveloped, such as a parcel at an intersection that has high visibility. In doing so, we may be able to establish the tone of the block’s subsequent redevelopment or even trigger redevelopment of the remainder of the corridor. We may also acquire a strategically sized or configured parcel in a city block that is instrumental in any material redevelopment of the block, thereby deterring any substantial competing development and creating an incentive for owners of adjacent parcels to sell. This strategy should allow us to create stockholder value by acquiring development sites at attractive prices and then assembling them into otherwise unavailable or rare large-scale development opportunities.

 

Focus on the Property Needs of Specific Industries and Premium Space Users. We will seek opportunities to achieve rental rate premiums by meeting the property needs of “premium space users” in specific industries. Premium space users are tenants such as cold storage, food processing and food distribution companies whose critical business functions depend on the location, zoning or utilities of the leased space and whose needs frequently coincide with urban environments. For example, premium space users may need space with access to recycled water, rail spurs or government-approved zones to conduct their businesses. In contrast, “commodity space users,” which occupy the majority of commercial real estate, are in industries that are relatively indifferent to location. Their major criteria are minimizing their space cost and maximizing their space flexibility. Examples include most office or industrial tenants, for whom one building is often interchangeable with a competing building located elsewhere. The ability to provide premium space users with facilities and services that maximize their operating profits may allow a landlord to minimize leasing risk and charge rents that, net of costs incurred to provide such facilities and services, exceed rents for commodity space users. We will continue to identify premium space users in our markets and work to understand and fulfill their evolving location requirements.

 

3


Table of Contents

Focus on Markets that are Transitioning from Large to Small Tenants. We focus on acquiring, modernizing and subdividing large, older single-tenant industrial and mixed-use buildings. In many urban marketplaces, large manufacturers and distributors have relocated their businesses, often vacating such large, older buildings for overseas or suburban locations. Taking their place are small emerging businesses and established companies that are de-centralizing their operations. We have designed proprietary methods for transforming existing large, single-tenant buildings into workplaces for many small tenants by re-using a large portion of the existing facility and creatively subdividing the existing space at a relatively minimal cost. This approach should allow us to offer competitively-priced space (as compared to rental rates at new buildings) in convenient urban locations, generating attractive yields for our stockholders.

 

Aggregate Small, Synergistic Tenants. In urban areas, the non-office tenant base consists primarily of small businesses with limited funds available for maintaining inventory and marketing. Grouping similar businesses together creates a marketplace that offers convenience to product buyers and a steadier stream of prospective customers to the business owners. Additionally, business owners are able to have closer contact with industry trends and reduce inventories through re-selling arrangements with neighboring businesses. These advantages may increase business profits and stability and may justify a rental premium compared to stand-alone locations. As an experienced developer, we can create a wholesale market with good parking and an efficient, attractive layout that is beyond the capacity of a small, individual wholesaler, and we will continue to seek sub-markets where there is an active but unorganized critical mass of similar businesses that could benefit from aggregation. We believe this strategy should allow us to generate higher post-redevelopment rental income from our small tenants.

 

Focus on Residential Development in Appropriate Locations. We intend to develop downtown residential space either for sale or lease through ground-up development or redevelopment of existing buildings. We intend to locate residential properties on development sites we own near transportation infrastructure and demand generators such as office buildings, retail stores, restaurants, and cultural and sports venues. In the last five years, housing unit demand has outpaced supply in the Los Angeles area. Since 2000, the population has increased by 645,000 people in Los Angeles County while only 66,000 new housing units have been built. Our strategy is to capitalize on the growing downtown professional workforce. The current estimated downtown population is approximately 24,000 and is expected to more than double by 2009. Recent statistics demonstrate that of the newest downtown residents, most are young adults, single and categorize themselves as professionals. We believe ownership demand for residential units in downtown Los Angles will continue. We believe that our residential condominium projects will provide convenient and affordable downtown housing ownership opportunities to young urban professionals and provide us with attractive returns on invested capital.

 

Coordinate Residential and Industrial Development in Shifting Urban Markets. Downtown Los Angeles, with its proximity to some of the busiest ports in the world, has a strong industrial base. However, much of the industrial space within downtown is aging or obsolete and is not properly serving its industrial users. We believe that one of the best long-term investment strategies for downtown Los Angeles includes both residential and industrial development in ways that benefit both sectors. Demand for downtown residential space is growing and we own many properties within historically industrial districts that are located in emerging housing markets prime for residential development. We will continue to seek these opportunities. As active developers and operators of industrial/distribution space, we have greater ability to acquire opportunities quickly and at lower industrial /distribution pricing than competitors who are residential-only developers. Our strategy also includes the purchase of industrial/distribution properties and land in areas near downtown but not in emerging residential markets. We see an opportunity to better serve industrial users we displace through residential redevelopment by providing them with more efficient, state-of-the-art facilities in commercial projects of ours in such near downtown areas that better meet their transportation, employment and other needs. We believe coordinating residential and industrial development will facilitate our land assemblage by reducing industrial users’ opposition to our residential redevelopment, eliminating or reducing inefficient lease termination schedules, allowing us to better time our cash flows and realizing higher rents from industrial/distribution users relocated to more suitable facilities.

 

4


Table of Contents

 

Pursue Opportunities Offered by Governmental Organizations. In the State of California, the state government, regional agencies and local community redevelopment agencies created under the California Community Redevelopment Law control a large amount of surplus property in urban areas and additionally have substantial land approval discretion. These organizations often have a mandate to dispose of their surplus property in a manner that encourages socially responsible development. We believe that such organizations, in addition to owning a large number of development parcels, present some of the more compelling opportunities in downtown Los Angeles because of the size or location of the parcels they control or because the acquisition terms for such parcels may be more favorable than typical private seller terms. We believe our management’s relationships and local reputation for bringing socially-minded solutions to urban real estate problems give us a competitive advantage to be selected by these government-controlled development and redevelopment organizations, thereby creating opportunities to acquire properties at attractive values that enhance stockholder value.

 

Our Operating Strategies

 

Efficiently Manage the Development and Operation of Our Projects. We employ a mixture of direct management and asset management strategies in the acquisition, development and operation of our properties. Firstly, we keep direct control over critical pre-development functions in which we believe we have the most expertise and that require the most local knowledge, such as identification and acquisition of projects (including feasibility analysis) and land use entitlement. Secondly, because of the wide variety in our projects, we generally retain expert third-party general contractors to manage the construction of our projects, and we employ in-house project managers to supervise the construction management process closely. All of the construction is performed by subcontractors, which allows us to reduce our investment in direct labor costs, equipment and facilities. Thirdly, once the development or redevelopment of a project is complete, we directly manage its operation and leasing activities in accordance with a strategic business plan we develop for the project, or we retain third-party sales companies in the case of for-sale projects. We seek to increase cash flows from our for-lease projects through cost efficient project operations, in-house employment of project-level employees and leasing strategies designed to capture market rental growth from the renewal of below-market leases or recruitment of tenants that are premium space users or otherwise require a greater range of services, which enables us to charge higher rental rates. While we will continue to conduct most leasing activities in-house, we will occasionally engage third-party leasing agents when they have superior tenant relationships or knowledge of the sub-markets in which our projects are located.

 

Seek Interim Revenues from Properties. The public approval process for certain projects may last two years or longer. During the assemblage or approval process, we may choose to maintain any improvements on the properties, with the ability to terminate leases promptly or relocate tenants when we obtain the final assemblage piece or approvals. We accomplish this goal through a strategy of converting long-term leases to month-to-month leases, seeking additional interim income from conventional sources, such as surface parking, or from unconventional sources such as temporarily licensing space to entertainment companies for on-location filming. In addition, because we have a roster of month-to-month tenants who have agreed to relocate at our discretion, we have the operational flexibility to generate interim revenues by relocating tenants from a property commencing redevelopment construction to another that is in the project design phase. These additional cash flows reduce land carry costs and facilitate our land assemblage strategy. We make investment decisions regarding property assemblages based in part on a property’s ability to generate interim revenues.

 

Sell or Recapitalize our Projects to Realize Value. Subject to appropriate tax planning to defer recognizing taxable gain, we expect to dispose of or recapitalize many of our projects from time to time once they reach what we believe to be their maximum near-term value and redeploy some or all of our equity and profits into other real estate investments that we believe have a greater long-term potential for economic appreciation. We do not

 

5


Table of Contents

intend to aggregate and hold substantially all of our projects after redevelopment and stabilization. We believe that we will maximize our risk-adjusted returns with a policy of redeveloping and selling some of our projects to realize capital appreciation and reinvesting some or all of the net proceeds in new redevelopment projects, rather than redeveloping and retaining a project to realize increased rents over a long period.

 

Selectively Invest in Other Assets. While we currently have no plans to do so, we may also invest from time to time in properties, mortgages, mezzanine or other debt instruments or in equity in property-owning entities that do not meet the criteria above. For example, we may pursue investment opportunities in properties in other urban markets outside of the State of California. We will pursue these opportunities if we believe they will provide risk-adjusted returns similar to or in excess of the returns we anticipate from our primary strategies.

 

Our Underwriting Process

 

In considering whether to acquire an available property, we first examine the property’s current use and market value based on historical income from operations, revenue and expense trends and likely future profitability within its current use.

 

We undertake an extensive due diligence review that may include evaluating title, property appraisals, environmental, engineering and other customary third-party reports, the operating history, physical condition and age of the property, its technological adaptability and its regulatory compliance. We analyze current demand generators and the property’s competitive position within its location, which includes a financial analysis and considers factors such as the property’s proximity to major transportation arteries and public transportation and the barriers to entry in its market. As applicable, we review the property’s current tenants and leases, including lease duration, rights to renew or terminate, landlord property maintenance obligations and whether rents are above or below market.

 

Because we are foremost a redeveloper and focus on creating value through converting real estate to different uses, we critically examine possible uses of the property. Key factors in our investment decision include compatibility of the future use with the general plan, zoning and planning laws, regulations and policies of the municipality, including current zoning; an estimate of our ability and the time needed to obtain necessary entitlement; local political support or opposition to the proposed use; whether we own or control adjacent parcels; whether we have the ability to relocate current tenants to other projects in our portfolio; the profile and availability of anticipated future tenants or purchasers; trends in the property’s neighborhood, including ongoing or proposed redevelopment projects and expected shifts in demographics and demand generators; and the financial value of the use.

 

Competitive Strengths

 

We believe we distinguish ourselves from, and have certain competitive advantages over other real estate companies and other participants in our specific industry segment, including the following:

 

    We are a fully-integrated real estate company with a sophisticated infrastructure, including acquisition, architectural design, professional engineering, land planning, construction oversight, property management and leasing and tenant services resources all within our organization. Our industry segment, however, is highly fragmented, and the majority of the participants in our industry segment and target markets are non-institutional and lack our capabilities.

 

   

We believe we will be one of a few well-capitalized companies pursuing Smart-Growth projects in our markets. Immediately after the completion of this offering and our formation transactions, our

 

6


Table of Contents
 

debt-to-total-assets ratio will be only approximately         %, which, based on our current leverage policies, should give us sufficient capacity to complete the development and redevelopment of our projects.

 

    Our business plan is distinctive among publicly-traded companies. Many public real estate companies focus on properties with stable occupancies at market rents or on properties with stable occupancies at below-market rents that may benefit from more efficient management or minor renovation. In contrast, we focus on urban in-fill development and on finding different, more profitable uses for existing urban properties. Such properties may have substantial vacancies, unstable occupancies or require major renovations for a new use. We believe that our business, which requires local and other special knowledge to identify viable alternate uses for urban property, presents higher potential returns than the returns that we might derive from focusing on increasing the spread between the yields generated by stabilized properties over the costs of financing those properties or on suburban development.

 

    Our senior management has extensive real estate experience and relationships, particularly in the greater Los Angeles area. With an average of approximately 23 years of experience, our management has developed a network of contacts among the tenants, property owners, government agencies, brokers, community lenders, institutional investors, third-party service providers and design-build contractors who participate in our market. Our senior management understands the government entitlement process involved in urban infill development and is familiar with trends in evolving Los Angeles neighborhoods. We are a well-known real estate company in the Los Angeles area and frequently are one of the first contacted when a property is available for sale.

 

    We believe that our primary focus on greater Los Angeles and nearby areas, one of the most attractive and largest urban real estate markets in the United States, is an advantage over real estate companies with a broader geographic focus and that our target markets will continue to present us with numerous opportunities for acquiring projects that meet our investment criteria and for realizing value from redevelopment projects.

 

    We believe there is inherent value in our portfolio because of its unique size, diversity and location. Our portfolio, including those projects that we will have a right to acquire, was assembled over a period of many years from more than 140 smaller parcels in high-barrier-to-entry locations after an extensive evaluation and entitlement process. It would be difficult for another real estate company to assemble today a land and building portfolio in downtown Los Angeles similar to ours. We expect that our projects, once developed, will provide substantial capital appreciation.

 

    As a taxable corporation, we have greater operating flexibility than that of our competitors that are organized as real estate investment trusts, or REITs.

 

    We will operate our business and make our investments through an operating partnership and will therefore have the same ability that a REIT structured as an umbrella partnership REIT, or UPREIT, has to acquire properties by issuing common units of the operating partnership as consideration. This structure may allow a property owner to defer recognizing taxable gain upon our acquisition of the property and may make our acquisition offers more attractive than competitive offers that would cause a property owner to realize immediate taxable gain.

 

7


Table of Contents

Summary Risk Factors

 

You should carefully consider the matters discussed in the “Risk Factors” section beginning on page 27 prior to deciding to invest in shares of our common stock. These risks include:

 

    The development and redevelopment of our projects is highly speculative and subject to timing, budgeting and other risks, including cyclical over-building or over-investing within certain real estate submarkets and changing political situations that may interfere with our proposed uses of projects. In particular:

 

    We are subject to increases in the costs of materials (especially in the price of steel, lumber, wall board, copper and concrete, which are significant components of construction costs) caused by changing market conditions, including increased global demand.

 

    We are affected by changes in laws and regulations (including the land entitlement processes), particularly in the City of Los Angeles, fiscal policies and zoning ordinances and the related costs of compliance with laws, their regulations and policies.

 

    Increases in interest rates will increase our borrowing costs and our overall development or redevelopment costs for a project. In addition, customers may be unwilling or unable to purchase our for-sale projects at times when mortgage-financing costs are high or as borrower credit quality declines.

 

    Our success depends on our ability to redevelop a majority of our portfolio and develop many new projects, which may make investing in our stock riskier than investing in the stock of real estate companies that own stabilized properties occupied by tenants with long-term leases. Many of our projects are several years away from commencing.

 

    All of our projects are located in Southern California and most in the City of Los Angeles, which exposes us to more concentrated economic, regulatory, terrorist and natural disaster-related risks than if we owned properties in several geographic regions.

 

    Our management team has no experience operating a public company, and we cannot assure you that we will be able to operate successfully as a public company or execute our business strategies as a public company.

 

    We expect to experience rapid growth and may not be able to adapt our management and operational systems to integrate the new projects we expect to develop without unanticipated disruption or expense.

 

    We have entered into, will be assigned and expect to enter into contracts to acquire real estate that may be subject to existing liabilities, some of which may be underestimated or unknown at the time we acquire the underlying assets, such as costs for remediation of environmental conditions.

 

    We did not obtain third-party appraisals of our projects in connection with the formation transactions, and the consideration we will give in exchange for the contribution of the entities owning the projects was not negotiated at arm’s length and may exceed their fair market value or the value that would be determined by third-party appraisals.

 

    Through their indirect ownership of our common stock, Richard Meruelo and John Charles Maddux will control an estimated         % of the voting power of our company and will thereby have significant influence over certain matters. This voting influence may delay, prevent or deter a change of control of our company and could prevent our stockholders from receiving a premium for their common stock as part of a sale of our company.

 

8


Table of Contents
    Real estate investments are relatively illiquid, and we will be limited in our ability to reconfigure our real estate portfolio in response to economic changes.

 

    Our success depends on key personnel whose continued service is not guaranteed.

 

    We expect to leverage our investments, and our certificate of incorporation and bylaws do not limit the amount of indebtedness we may incur.

 

    We are subject to corporate income tax, which exposes our stockholders to potential double taxation with respect to any dividends we pay, and our initial projects will have substantial built-in taxable income, each of which may reduce the amount of funds we have to invest and pay as dividends.

 

Our Markets

 

Unless otherwise stated, the following information was compiled from market reports publicly available and published by the City of Los Angeles Information Statement published in April 2006, the World Trade Association Los Angeles – Long Beach, the Los Angeles Downtown Center Business Improvement District, the Los Angeles County Economic Development Corporation, the Southern California Association of Governments, CB Richard Ellis, the United States Census Bureau, the California Department of Finance, the State of California Employment Development Department, Central City East Association Business Improvement District, LA Fashion District Business Improvement District and the United States Department of Housing and Urban Development.

 

The Los Angeles area is one of the country’s largest metropolitan areas and one of the world’s leading economies. This five-county area posted a 2005 gross domestic product of $754.8 billion, which ranks it 15th largest among the world’s countries ranked by economic size. This 2005 gross domestic product grew by 7.4% over 2004 levels and has grown at a 6.0% compounded annual growth rate over the last five years.

 

The five-county region’s total population climbed above 18.0 million in 2005, which would rank it more populated than each state in the United States other than the rest of California, Texas and New York. The 2005 population grew by 257,000 residents, or 1.5% over 2004 levels, and represented 9.3% of the country’s total population growth in 2005, though the area only represents 6.1% of the total U.S. population. As of June 2006, the Los Angeles area had 8.2 million employed workers and a 4.5% unemployment rate.

 

A significant portion of the Los Angeles area economy can be traced to Los Angeles County, which ranks as the 17th largest economy in the world, just behind the Netherlands. Los Angeles County’s gross product in 2005 was $424.1 billion, an increase of more than 6.7% from 2004. Los Angeles County had a population of 10.2 million people as of 2005, which would make it the eighth largest state in the nation, just behind Ohio. As of June 2006, Los Angeles County had 4.6 million employed workers and a 4.7% unemployment rate.

 

The Los Angeles County area economy benefits from its modern infrastructure, which features two ports, six airports and comprehensive freight and mass transit systems. In 2005, ports in Los Angeles and Long Beach and major airports accounted for $293.9 billion in imports and exports. These ports combined were number one in the nation in both cargo tonnage and containers handled in 2005 and number five in the world. Downtown Los Angeles is the closest major rail hub to the port of Los Angeles and presents a natural distribution center for wholesale businesses to process their cargo. In addition, Los Angeles County is the largest manufacturing center in the United States generating more than 470,000 jobs for workers in 2005, which is nearly equivalent to the population of the City of Atlanta. For the second quarter of 2006, the Los Angeles area industrial market, which is the largest such market in the United States and consists of 920.7 million square feet, was only 1.4% vacant, and the Los Angeles downtown/central industrial submarket, which consists of 129.6 million square feet, was only 0.2% vacant. For the second quarter of 2006, the Los Angeles office market, which is the fifth largest such

 

9


Table of Contents

market in the United States and consists of 178.5 million square feet, was 9.5% vacant. During the same period, the downtown Los Angeles office submarket, which consists of 31.0 million square feet, was 13.7% vacant.

 

The City of Los Angeles is the nation’s second most populous city with approximately 4.0 million people. As of June 2006, the City of Los Angeles had 1.8 million employed workers and a 5.3% unemployment rate. Downtown Los Angeles is at the center of the City of Los Angeles and is the center of the highway, mass transit, rail and other infrastructure systems in the Los Angeles area. As a result of its centralized location, downtown Los Angeles is home to approximately 13,000 businesses as of January 2005, which represents an increase of 25% from 1991 levels. More than 450,000 public and private jobs are provided by these downtown businesses or government establishments, which is roughly equal to the population of the City of Sacramento.

 

Downtown Los Angeles is currently in the process of transitioning from a daytime employment center to a 24-hour business, entertainment, social and dining home for a growing number of downtown residents. The current estimated downtown population is approximately 24,000 and is expected to more than double by 2009. According to a survey of all downtown “market rate” apartment buildings by the Downtown Central Business Improvement District in August 2006, the downtown apartment market was 10.4% vacant. One quarter of the total downtown apartment supply is still in the initial lease up phase as many new apartments have been delivered since 2005. Units constructed and opened before 2005 were just 4.3% vacant in August 2006.

 

Our Projects

 

In connection with this offering and our other formation transactions, in exchange for an aggregate of approximately [·] shares of our common stock and approximately $[·] million in cash representing tax coverage payments, we will acquire entities that own, or that are party to pending purchase and sale agreements, build-to-suit contracts, options to purchase and leases in respect of, 52 development, redevelopment and stabilized projects. The aggregate purchase price under the agreements, contracts and options we will indirectly assume is approximately $185.3 million in cash.

 

The following tables provide information about our projects, assuming consummation of our formation transactions. The majority of our projects are in various stages of predevelopment and development and a portion of our projects are completed, as indicated in the tables below. With respect to projects that are not completed, the information under the heading “Redevelopment Plan” represents our current redevelopment plan for the project based on the factors we discuss above under “Our Business and Projects—Our Underwriting Process.” The actual redevelopment plan and the actual commencement and completion of construction may vary based on market conditions, government entitlements, changes in demand generators and proximate development and other factors. We can provide no assurance that any proposed development or redevelopment will occur as described below or on a timeframe or at costs consistent with our internal estimates.

 

In the ordinary course of our business, we continually evaluate properties for possible acquisition and are in various stages of due diligence and negotiation with respect to properties not identified in the following tables. We can make no assurance that any such additional transaction will be completed, or, if completed, what the terms or timing of the transaction will be.

 

10


Table of Contents

 

Food Industry Projects


 

Number of

Acres


 

Current Square

Footage


   

Current Use


  

Redevelopment Plan


788 S. Alameda

  2.25     32,208     Small-tenant produce industry space with coolers    Completed

Washington Cold Storage

  2.50     59,000     Single-tenant cold storage facility    Completed

Washington Produce Market*

  2.75     33,860     Small-tenant produce industry space with coolers    Completed

500 Mateo Street

  0.75     12,960     Single-tenant produce industry space with coolers    Completed

American Fish*

  0.75     29,213     Seafood processing plant    Completed

Seventh Street Produce Market

  11.75   150,280     Wholesale produce distribution space and a 250-car garage    Completed

3000 E. Washington Blvd.*

  12.00   303,883     Multi-tenant industrial and distribution space    293,693 square foot large tenant cooler/ freezer and food processing space

Ceres Street Produce Market

  0.25     14,400     Multi-tenant industrial and distribution space    14,400 square foot small tenant produce distribution center

Barstow Produce Center

  75.00   176,750     Cross-dock trucking terminal    Renovate and expand existing space and develop 404,750 foot cooler space

Subtotal

  108   812,554  (1)       

1,030,364 square feet (2)


* Project subject, in whole or substantial part, to pending purchase agreement or option to purchase.
(1) Includes square footage that is not available or offered for lease because of redevelopment or repositioning of projects. Current rentable square footage is substantially less.
(2) Square footage total is the sum of estimated redeveloped square footage of each project plus the square footage of each completed project.

 

Wholesale Projects


 

Number of

Acres


 

Current Square

Footage


 

Current Use


  

Redevelopment Plan


Wall Street Market*

  1.50   23,400   Single-tenant wholesale space    23,400 square foot multi-tenant wholesale space

Meruelo Wall Street

  2.00   85,836 (wholesale)
9,250 (office)
  Wholesale and office space    Reposition existing building

620 Gladys Avenue*

  2.50   65,000   Multi-tenant wholesale distribution space    65,000 square foot small tenant wholesale distribution center

Alameda Square

  22.75   1,297,215   Industrial, distribution and office space    Modernize vacant space

1919 Vineburn Avenue

  5.75   122,348   Single-tenant industrial and distribution space    122,348 square foot multi-tenant distribution center

2131 Humboldt Street

  7.25   98,504   Industrial and distribution space    98,504 square foot multi-tenant wholesale space

1000 E. Cesar Chavez

  1.75   78,400   Single-tenant industrial and distribution space    78,400 square foot multi-tenant distribution center

1500 Griffith Avenue

  2.00   50,606   Distribution space    Subdivide and modernize existing building

4th Street Center*

  1.25   26,136   Single-tenant industrial and distribution space    23,400 square foot multi-tenant space for small wholesale tenants

Subtotal

  46.75   1,856,695 (1)       

1,853,959 square feet (2)


* Project subject, in whole or substantial part, to pending purchase agreement or option to purchase.
(1) Includes square footage that is not available or offered for lease because of redevelopment or repositioning of projects. Current rentable square footage is substantially less.
(2) Square footage total is the sum of estimated redeveloped square footage of each project.

 

11


Table of Contents

 

Small Tenant Projects


 

Number of

Acres


 

Current Square

Footage


 

Current Use


  

Redevelopment Plan


Crown Commerce Center*

  7.50   287,441   Multi-tenant industrial space    Completed

905 E. 8th Street

  1.25     31,758   Multi-tenant industrial space    Completed

Washington at Central Retail

  0.25       5,497   Small-tenant retail space    Completed

3rd & Omar Street

  0.50     24,180   Multi-tenant industrial and distribution space    Completed

Southern California Institute of Architecture

  2.50     82,363   Architectural graduate school    Completed

1828 Oak Street*

  0.75     56,889   Retail and education building    Completed

Santa Fe Plaza*

  1.25       5,000   Single-tenant metal industrial space    16,000 square foot multi-tenant retail space

Desmond Building

  0.50     78,500   Multi-tenant wholesale distribution space    78,500 square foot small tenant wholesale space

5707 S. Alameda

  2.00     55,729   Single-tenant industrial space    55,729 square foot multi-tenant industrial and distribution space

1211 E. Washington Blvd.

  2.00   109,000   Manufacturing space    85,000 square foot multi-tenant distribution facility

Musica Latina Building

  <