Grant Humphreys is President of Humphreys Capital and in this role oversees Investor Relations and serves on the Investment Committee. He has 25 years of experience in real estate development and investments.
Grant worked for Trammell Crow Company in Dallas and Oklahoma City. In the 2000’s, he assembled the largest self-storage portfolio in the state. During this time, he also developed luxury, LEED certified condominiums in downtown Oklahoma City. In 2010, Grant founded Carlton Landing, a DPZ-designed lakefront resort community in southeast Oklahoma. As Town Founder of Carlton Landing, Grant directs the long-term development and culture building strategy. Key initiatives include forming a new municipality, creating a TIF District, and crafting a public-private partnership with the Corps of Engineers for federal lands surrounding Carlton Landing. With his wife, Jen, Grant founded Carlton Landing Academy, the first rural charter school in Oklahoma. Grant is the current President of the National Town Builders Association.
Grant earned a Bachelor of Business Administration in Real Estate from Baylor University in 1998 and is currently pursuing an MBA with TRIUM, a global executive MBA program from three elite business schools: NYU Stern, HEC Paris, and The London School of Economics.
Grant is an instrument rated pilot, enjoys traveling and time in the outdoors. He and Jen have 5 children and live in Oklahoma City.
Blair Humphreys is Chief Executive Officer of Humphreys Capital and in this role oversees Investments, Accounting, and Operations, and serves on the Investment Committee. He brings 16 years of experience in real estate investing and development.
Blair is the developer of the Wheeler District, an infill urban neighborhood on the Oklahoma River near downtown Oklahoma City. He is also the founder and past chair of the Oklahoma District Council of the Urban Land Institute.
Prior to initiating the Wheeler District development, Blair served as the Executive Director of the Institute for Quality Communities at The University of Oklahoma.
Blair earned a Master of City Planning and Urban Design from the Massachusetts Institute of Technology in 2009 and a Bachelor of Business Administration in Entrepreneurship from The University of Oklahoma in 2005.
He and his wife, Maggie, have four children and live in Oklahoma City.
Kirk Humphreys is the Founder and Executive Chairman. He mentors the leadership of Humphreys Capital and chairs the Investment Committee. He brings 45 years of experience in real estate acquisition, syndication, financing, ownership, and disposition.
Kirk is the Vice-Chair of the Oklahoma City Airport Trust, a former director of OGE Energy Corp., a former member of the Board of Regents of The University of Oklahoma, and a former Trustee of the Urban Land Institute.
From 1972 to 1989, Kirk and his brothers owned and operated Jack’s Service Company, a national distribution business. After selling his interest in the company, Kirk focused his efforts on real estate investing. Kirk was twice elected Mayor of the City of Oklahoma City, serving from 1998 through 2003.
Kirk earned a Bachelor of Business Administration in Finance from The University of Oklahoma in 1972.
He and his wife, Danna, have been married for 48 years and live in Oklahoma City and Carlton Landing. They have 3 children and 15 grandchildren.
Ben Stewart is Managing Director of Investor Relations for Humphreys Capital. In this role, he communicates fund strategy and performance, coordinates fund offering materials and investor correspondence, and reports to the Investment Committee.
Ben serves on the board of trustees for Oklahoma Baptist University, board of directors of Reaching Souls International, and on the MBA Board of Advisors for the Michael F. Price College of Business at The University of Oklahoma.
Ben began his 21 years of experience by directing the investment processes of The Baptist Foundation of Oklahoma and the University of Oklahoma Foundation, managing $1.5 billion in assets at the time of his departure. At the University of Oklahoma Foundation Ben formed its first investment team, constructed and established the investment process, and built its portfolio into a top-decile ranked endowment. He coordinated the investment activities of the Foundations’ portfolios including recommending asset allocation and manager selection. He oversaw due diligence and monitoring processes on the Foundations’ external investment managers, including multiple private limited partnerships in real estate, private equity, venture capital, and energy. Ben joined Humphreys Capital in 2015.
Ben earned a Master of Business Administration with an emphasis in Finance from the University of Oklahoma in 2002 and a Bachelor of Business Administration in Finance from Oklahoma Baptist University in 1999.
He and his wife, Jeannie, have three children and reside in Newcastle, Oklahoma. He also serves as an elder and teacher at his church.
Joshua Fahrenbruck is a Director of Investor Relations of Humphreys Capital. In this role, he shares the story behind our team and communicates the strategy and performance of our investment platform while initiating relationships with long-term partners.
Previously, he worked as Vice President at J.P. Morgan Private Bank and Communications Director at Kimray.
Joshua has been recognized as an “Achiever Under 40” and currently serves on the boards of Allied Arts, Oklahoma Venture Forum, Oklahoma Contemporary, and the Crossings Clinic. Joshua earned a Master of Business Administration from Oklahoma City University and an undergraduate degree in organizational leadership from Southern Nazarene University.
He and his wife, Marni, have 3 children and live in Oklahoma City.
Justin Lewellen is a Director of Investor Relations of Humphreys Capital. In this role, he shares the story behind our team and communicates the strategy and performance of our investment platform while initiating relationships with long-term partners.
Justin brings over a decade of finance, investor relations, and capital markets experience to Humphreys Capital. He began his career at Chesapeake Energy in 2006 and later served in various strategic finance and valuation-based disciplines at SandRidge Energy before becoming their Director of Investor Relations. In this role Justin was responsible for all corporate messaging and management of the firm’s institutional investor base. In early 2018, Justin joined the executive management team of Lagoon Water Solutions, an Oklahoma based oilfield services and midstream water logistics company. In his role as Chief Financial Officer, he oversaw all financial, accounting, risk management and strategic marketing efforts that culminated in a $500 million private equity commitment. Justin joined Humphreys Capital in February 2019.
Justin serves on the board of directors of the American Red Cross of Oklahoma and Alumni Board of the Spears School of Business at Oklahoma State University.
Justin earned a Master of Business Administration with an emphasis in Finance and Risk Management from the University of Oklahoma in 2015 and a Bachelor of Business Administration in Economics from Oklahoma State University in 2006.
He and his wife, Amanda, have two children and reside in Oklahoma City where they both serve as discussion group leaders in Bible Study Fellowship.
Maggie Foster is an Administrative Assistant with Humphreys Capital. In this role, she supports the Investor Relations team by coordinating fund offering materials and investor correspondence among other responsibilities.
Maggie earned a Bachelor of Arts in Communications from The University of Oklahoma in 2016.
She and her husband, Zane, live in Edmond.
Humphreys Real Estate Income Fund, LLC
506(c) Offering Platform
INTRODUCTION TO OUR COMPANY
Humphreys Real Estate Income Fund, LLC is a private investment fund (the “Company”). The Company is managed by Humphreys Capital, LLC, an Oklahoma limited liability company (the “Manager”) which manages complementary real estate portfolios to pursue select investment objectives. The principal tenets of the Manager’s philosophy are common to each of its portfolios and the approach it will employ to operate the Company. The following summary provides a general description of the types of real estate investments the Company expects to make, the investment criteria that it plans to apply, certain techniques and methods that it may employ, and the guidelines it has established with respect to the construction of the Company’s investment portfolio. Investors should not assume that any descriptions of the activities in which the Company may engage are intended to limit the types of investment activities which the Company may undertake or the allocation of Company capital among the Investments. Where applicable in this Memorandum, the term “Company” includes Humphreys Real Estate Income Fund, LLC, the REIT Subsidiary and their subsidiaries.
Humphreys Real Estate Income Fund, LLC
506(c) Offering Platform
summary of investment strategy
Platform Philosophy
The Manager believes the proper prioritization of people, process, and portfolio leads to superior performance. Personal relationships form the foundation of a repeatable, scalable process. Such a process creates a consistent roadmap for the team to construct an exceptional portfolio that can result in superior risk-adjusted performance. Guided by this philosophy, the Manager is focused on building long-term relationships with both operating and investment partners. The Manager’s objective is to facilitate repeat investments with proven operators while maintaining the trust of family and institutional investors with a multi-generational perspective.
As the Company makes investments in real estate, economic conditions are likely to change, and the dynamics of target markets and sub-markets will adjust as well. The Manager is committed to maintaining three forms of diversification in the Company’s investments for the explicit purpose of responding to changing market conditions and investing throughout the entire real estate cycle. These three forms of investments include:
- (i) Market and geographic location: The company targets ten high-growth U.S. markets with current investment property in fifteen states. We target select submarkets of metropolitan areas with multifaceted high-growth dynamics.
- (ii) Real estate sector and developer relationships: The Company has expertise and deep relationships across our target sectors with best-in-class development partners and a curated network of real estate professionals with local knowledge critical for success.
- (iii) Strategy for risk mitigation and value creation: We source complementary core, value-add, and opportunistic strategies that keep our team ready and relevant in the marketplace.
The Manager intentionally seeks real estate investments across the primary asset classes of multifamily, industrial, office, retail, and mixed-use properties. The Manager has strong existing relationships with partners in each sector and will continue to source relationships across these sectors. Additionally, the Manager has extensive experience evaluating and underwriting the comparative risks and benefits of properties and operating partners in each of these sectors. While the Manager believes investors benefit from sector and relationship diversity, each real estate investment must withstand an evaluation against competing opportunities in other product types. The Manager employs this approach to reveal what it believes are the most attractive real estate investments regardless of the economic cycle in a single sector.
The Manager also diversifies each portfolio by value creation and risk mitigation strategy, employing a spectrum of investment approaches. The Manager invests in “core” assets with stabilized tenants and steady net operating income, underwritten for long-term hold. These investments are intended to generate reliable cash flow for the Company and its investors. The Manager also invests in joint venture development and redevelopment projects with the potential for capital appreciation, driven by an increase in net operating income. Investments are categorized as “value-add” when the property is stabilized and generating positive cash flow but holds potential for appreciation through a defined capital improvement plan. Alternatively, joint venture investments are categorized as “opportunistic” when the property will involve new construction or adaptive reuse prior to income generation. Each of these joint venture strategies is underwritten to create and realize value over a three- to five-year hold period, but they can transition to “core partnerships” when the property achieves stabilized leasing. The Manager believes this strategic diversification provides a balanced approach to risk mitigation with the added benefit of constant presence in the real estate marketplace.
Humphreys Real Estate Income Fund, LLC
506(c) Offering Platform
Management Team
The Company is managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.
Grant
Humphreys
President
Blair
Humphreys
Chief Executive Officer
Kirk
Humphreys
Executive Chairman
Ben
Stewart
Managing Director of Investor Relations
Joshua
Fahrenbruck
Director of Investor Relations
Justin
Lewellen
Director of Investor Relations
Maggie
Foster
Administrative Assistant, Investor Relations
Humphreys Real Estate Income Fund, LLC
506(c) Offering Platform
terms of the offering
$70,000,000
Minimum Investment: $500,080 (3,572 Units)
The securities being offered hereby are 500,000 Series One Units in Humphreys Real Estate Income Fund, LLC, an Oklahoma limited liability company, at the Offering Price of $140 per Series One Unit, which is the most recently determined Stated Value of the Series One Units. The Board approved annual distribution for 2021 is $10.10 per Series One Unit, paid monthly.
Preferred Returns
The Series One Unit Holders will be entitled to a cumulative but not compounded (i) Preferred Return equal to $8.00 per Series One Unit per annum, and (ii) Second Preferred Return equal to $2.00 per Series One Unit per annum.
Distributions of Cash Available for Distribution
Distributions of Cash Available for Distribution will be made quarterly (or more frequently as determined by the Manager, in its sole discretion) to the holders of the Series One Units and the Common Units, after payment of the Monthly Management Fee, in accordance with the following priorities:
- First, to the Series One Unit Holders in proportion to their accrued but undistributed Preferred Return on their Series One Units (a per annum amount equal to $8.00 for each Series One Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Series One Unit Holders have been distributed an amount equal to their accrued but undistributed Preferred Return.
- Second, to the Common Unit Holders in proportion to their accrued but undistributed Manager’s Return on their Common Units (a per annum amount equal to $3.00 for each Common Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Common Unit Holders have been distributed an amount equal to their accrued but undistributed Manager’s Return.
- Third, to the Series One Unit Holders in proportion to their accrued but undistributed Second Preferred Return on their Series One Units (a per annum amount equal to $2.00 for each Series One Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Series One Unit Holders have been distributed an amount equal to their accrued but undistributed Second Preferred Return.
- Fourth, to the Common Unit Holders in proportion to their accrued but undistributed Second Manager’s Return on their Common Units (an amount equal to, including and giving effect to prior receipt of the Manager’s Return, 25% of the aggregate sum of the distributions of Cash Available for Distribution, Sale Proceeds and Liquidation Proceeds, and other cash distributions to the Series One Unit Holders and the Common Unit Holders in payment of the Preferred Return, the Manager’s Return, the Second Preferred Return, the Second Manager’s Return and the Investment Recoupment) until the Common Unit Holders have been distributed an amount equal to their accrued but undistributed Second Manager’s Return.
- Thereafter, 75% to the Series One Unit Holders and 25% to the Common Unit Holders.
Distributions of Sale Proceeds and Liquidation Proceeds
Distributions of Sales Proceeds and Liquidation Proceeds will be made to the holders of the Series One Units and the Common Units, after payment of the Monthly Management Fee, in accordance with the following priorities:
- First, to the Series One Unit Holders in proportion to their accrued but undistributed Preferred Return on their Series One Units (a per annum amount equal to $8.00 for each Series One Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Series One Unit Holders have been distributed an amount equal to their accrued but undistributed Preferred Return.
- Second, to the Series One Unit Holders in proportion to their Investment Recoupment until the Series One Unit Holders have been distributed an amount equal to their Investment Recoupment. For purposes of determining the Investment Recoupment, the Stated Value of each Series One Unit will be adjusted to the offering price of the Series One Units in the Offering and any subsequent offerings of the Series One Units; provided, however, that the adjustment to the Stated Value will not impact the Manager’s allocations and distributions.
- Third, to the Common Unit Holders in proportion to their accrued but undistributed Manager’s Return on their Common Units (a per annum amount equal to $3.00 for each Common Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Common Unit Holders have been distributed an amount equal to their accrued but undistributed Manager’s Return.
- Fourth, to the Series One Unit Holders in proportion to their accrued but undistributed Second Preferred Return on their Series One Units (a per annum amount equal to $2.00 for each Series One Unit on an accumulated accrual basis from Cash Available for Distribution, Sales Proceeds and Liquidation Proceeds) until the Series One Unit Holders have been distributed an amount equal to their accrued but undistributed Second Preferred Return.
- Fifth, to the Common Unit Holders in proportion to their accrued but undistributed Second Manager’s Return on their Common Units (an amount equal to, including and giving effect to prior receipt of the Manager’s Return, 25% of the aggregate sum of the distributions of Cash Available for Distribution, Sale Proceeds and Liquidation Proceeds, and other cash distributions to the Series One Unit Holders and the Common Unit Holders) until the Common Unit Holders have been distributed an amount equal to their accrued but undistributed Second Manager’s Return.
- Thereafter, 75% to the Series One Unit Holders and 25% to the Common Unit Holders.
CONTACT US
Please complete the contact form and we will get back to you about any questions you have about our offering.
Humphreys Real Estate Income Fund, LLC - 17 NW 6th Street - Oklahoma City, OK 73102 — ir@humphreyscapital.com — (405) 228-1000