BLAIR ALLEN CAPITAL FUND, INC. (BACF)
Introducing: Legacy Capital for the Next Generation of Communities. Confidential Private Placement Memorandum (PPM), Copyright © 2025. All Rights Reserved BACF.
About Us
BACF leverages the full BAF ecosystem to increase operational efficiency, reduce friction across acquisitions, financing, and asset management, and enhance scalability and investor returns through shared infrastructure
Blair Allen Capital Fund (BACF) is a private real estate investment fund designed to acquire, grow, and manage stabilized real estate assets. BACF serves as the capital backbone of the broader Blair Allen Capital Fund, Inc. (BAF) platform.
Blair Allen Capital Fund (BACF) is currently raising capital for a $100 million blind pool investment vehicle focused on acquiring and repositioning undervalued and distressed commercial real estate assets in high-growth, emerging markets. The BACF management team will serve as the General Partner (GP), responsible for sourcing, executing, and managing investments. Blair Allen Financial (BAF) will participate as a Limited Partner (LP), alongside a curated group of syndicated coinvestors who will also serve as Limited Partners (LPs).
Why It Matters:
Many assets can’t refinance, creating distressed sales
Deep value dislocations = high-yield entry for cash-rich funds
BACF is positioned to capitalize on the downturn with vertical execution
Market Constraints:
Interest rate hikes on highly leveraged assets reduced DSCR, Impairing refinance ability.
& retail face permanent demand shifts
tightening CRE lending & liquidity
Investment Focus
Target Asset Classes:
Multifamily Housing (Class B to A Conversions)
Retail Redevelopment
Fix & Flip / Value-Add Residential (via BAC)
REI: Senior Living, Military Housing, Co-Living
Geographic Focus:
Rapid City, SD Phoenix, AZ
Billings, MT Scottsdale, AZ
Strategy:
INVEST IN AREAS SERVICED BY BAF
Real
Property
Acquire undervalued assets in high-growth, underserved markets
Execute value-add redevelopment and regional scaling
Exit through REIT conversion or strategic acquisition
Investment Thesis:
Target distressed and value-add commercial real estate projects nationwide.
Leverage short-term market dislocation to secure assets at a discount.
Utilize our vertically integrated family of companies to enhance value across acquisition, property management, leasing, insurance, and financing
Investment
Thesis & Structure
InvestmentFocus:
We focus on emerging secondary and tertiary markets with strong job and population growth, high DSCRs, and limited institutional capital creating outsized opportunities for value and yield.
Fund Structure:
Modified 2/20 private equity model
Flexible deployment:
Project-specific syndications
Or structured as a pooled fund
Institutional-style governance & reporting
Exit Strategy:
Target portfolio liquidity via:
REIT conversion
Or strategic acquisition in Years 7–10
Blair Allen Capital Fund, Inc.. (BAF)
BAF
BAF
BACF Cap-Structure
Blair Allen Capital Fund, Inc. (BACF) (Delaware C-Corp 100M Common Shares)
BACF > BAF < BAC
What sets this fund apart: two distinct investment strategies seamlessly connected through innovative ITSM technology and the comprehensive services of the BAF family of companies.
Horizon Short-Term (6–36 Months)
Value-Add, Fix & Flip, Wholesale Assignments
ExecutiveSummary
Blair Allen Capital Fund (BACF) and Hubbell Realty Company have partnered to form Liberty Development Company (LDC), which will serve as the General Partner (GP) for Libertyland USA a transformational $1 billion, 302.1-acre master-planned community in the Black Hills.
LDC has also partnered with world-renowned Storyland Studios to design and bring to life the first integrated community of its kind in the region.
Backed by an $80 million TIFD approved by the City of Rapid City, Libertyland includes infrastructure, parks, trails, a visitor center, and an amphitheater. This powerful public-private partnership positions Libertyland USA as the largest private development in South Dakota history and one of the most unique experiential destinations in North America.
Largest privatereal estateproject inSouthDakota history
SOUTH DAKOTA
Home to BlackHills, Mount Rushmore, andEllsworthAir ForceBase.
$1 Billion
Estimated Master Planned Project
Master Development community combines housing, retail, tourism, and immersiveentertainment
Liberty Development Companies (LDC)
Strategic Collaboration
Proven Partnerships to
Execute the Vision
BlairAllenCapitalFund(BACF):
Strategicleadership,fullecosystemintegration,andcapitalmanagement.
HubbellRealty
Institutionalexpertisewith134yearsand$3B+ofsuccessfulprojects
Development&CreativeExpertise
DarrenSloninger
Nationallyacclaimedmasterdeveloperspecializinginvisionarycommunityprojects
StorylandStudios
Designleadersbehindiconicimmersiveexperiences(Disney,Universal)
Local&CommunityPartnership
LienFamily
J2CapitalManagement
Regionallandownerswithdeepgenerationalcommunityroots Expertlocalconsultantsdrivingrelationshipsandjointventures.
BlairAllenFinancial,Inc(BAF)
Fullyintegratedrealestateandfinancialservicesplatformcomposedoffivecore companies:luxuryrealestatebrokerage,propertymanagement,mortgagelending, insuranceservices,andcapitalforacquisitionsandassetmanagement.
Single Family Residence (SFR)
Multi-Family Development (BTR)
RV & Camping Development (RV-Park)
Liberty Development Opportunities
Transforming Rapid City into a Destination Powered by BACF's On-Site Vertical Execution
302 Acre
1,200 Homes
600 Units
150,000
150 Pad
Master-plannedbyStorylandStudios(creatorsforDisney&Universal),setagainsttheiconicbackdropoftheBlackHills&MountRushmore.
14.7 Million Visitors
147M+ annual visitors to the South Dakota region and continuing to grow
Tax Increment Financing District (TIFD)
Special $80 million designation by the City of Rapid City as a Tax Increment Financing District (TIFD) enhancing infrastructure funding and increasing investor return potential.
Ellsworth Air Force Base
Ellsworth Air Force Base will not be expanding its on-base housing facilities, placing increased pressure on the local market to meet incoming residential demand
4M Black Hills Visitors
Approximate visitors to visit Mount Rushmore the Bad ands, Deadwood and the Black Hills
5,000 (aprx) Military Personel
Expanding military presence (5000 B-21 personnel + 20,000 new residents) located just 8 minutes from the project site offering an unparalleled proximity advantage.
Community Differentiators
Libertyland USA is a landmark master-planned development initiated by the Lien Family, longtime landowners and key contributors to Rapid City’s growth. Strategically located near a new medical corridor and Ellsworth Air Force Base, the project features gated security, interconnected trails, parks, a vibrant village center, visitors center, and year-round outdoor amphitheater. As the first community of its kind in the region, it blends world-class design with meaningful local impact setting a new standard for residential living in the Black Hills and shaping the city’s future through legacydriven investment.
Black Hills
Liberty Landing
Fair
Dakota Territory
Development
Differentiators
The Libertyland themed district supports a repeatable, walkable green space, immersive experience and garden development style.
Thesethemedzoneswilldriveuniqueprogramming,consistentvisitorengagement,andretail/diningactivation.Thecombinationofthecommunity anddevelopcontributorswillmakethisprojectaoneofkinfinvestmentopportunityandregionalattraction
The region hosts over 147 mil ion annual visitors drawn by Mount Rushmore the Black Hills, and national parks Libertylands immersive offerings will transform these short-term visits into extended stays, boosting the local economy
Rapid City serves as the regional economic hub with major retailers draw ng consumers from a 200-mile radius that includes four states South Dakota North Dakota Wyoming and Nebraska
The development is only 8 minutes from Ellsworth Air Force Base which is expected to add 5,000 personnel and up to 20,000 residents due to the B-21 Raider rollout With no additional on-base housing planned Libertyland is positioned to capture significant residential demand
E G I O N A
The City of Rapid City has designated the Libertyland development area as a Tax Increment Financing District (TIFD), approved 80 million dollar community, providing infrastructure funding and enhancing early investor returns
Despite its high visibility and growing population, the Black Hills region lacks large-scale immersive, mixed-use developments Libertyland USA is first to market with an integrated, experiential mode
Located with n the ancestral home and of the Lakota Nation and featuring uniquely American storytelling zones, the project benefits from both regional authenticity and broad emotional appeal
Market Analysis
PopulationGrowth:
RapidCity’smetroareaisprojectedtogrow 2.5%annually,oneofthefastestinthe region.
TheDepartmentofDefenseprojectstheadditionofupto5,000active-duty(up to 20,000 new residence) service members, support personnel, and contractors. Importantly, Ellsworth Air Force Base has publicly stated it will not expand its on-base housing, placing increased pressure on the private sector to providequality,proximatehousingandservices.
Libertyland is the only large-scale development within the immediate range of thebasecapableofabsorbingthisdemand.
Existinghousingisstrained,military expansionalonewillrequireover5,000new unitsinthenext5years.
HousingDemand: RetailDemand:
Withover14.7milliontouristsperyear,the retailcenterwillserveboththelocal communityandseasonalvisitors.
RVTourism:
NationalRVtourismhasgrown7%CAGR overthepastfiveyears.Libertyland’sRVpark capturesunmetdemand.
Go-To-Market Strategy
BACF will leverage the full power of the Blair Allen Financial (BAF) ecosystem— bringing proven local expertise, on-site operational offices, and a deep understanding of the region to drive targeted sales, marketing, and execution.
Allen Luxury Real Estate (BALR)
Top 1% sales talent in luxury and residential real estate
1000+ of homebuyers and investors served
Powers sales across single-family and multifamily assets
Blair Allen Property Management (BAMP)
25+ years’ experience
2,000+ units under management
On-site leasing and maintenance.
Supports stabilization
BAF Ecosystem
Vertically integrated operations driving sales, management, and performance
Blair Allen Insurance (BAI)
Active in 23 states
30+ carriers and 1,000+ products
Asset, tenant, and homeowner coverage
Fully integrated insurance solutions
Blair Allen Mortgage (BAM)
Licensed in 43 states
140 SFR and 700+ commercial lenders
Offers Bulk Rate Buydowns
End-to-end lending across residential and commercial verticals
Blair Allen Technology (BAT)
In-house tech stack for sales, marketing, and leasing
AI-driven tools to connect convert, and optimize
Centralized platform driving ecosystem-wide performance
Blair
LDC’s Capital Structure & Investor Waterfall
Aligned Interests, Strategic Ownership, & Tiered Returns
Liberty Development Company (LDC) will act as the General Partner:
Ownership Split: Hubbell Realty (60%), BACF (40%)
Role: Equity raising (50%), Debt placement (50% non-recourse)
LDC Has Established Liberty Homes, Liberty Leasing, & Liberty RV:
General Partners:
LDC will own 10% of each LLC
Limited Partners:
Lien Family will own 10% (BTR and RV pledge)
J2 Capital: 2% (vested through advisory services)
LDC will offer 88% to LP Investors for Liberty
Homes, LLC
LDC will offer 78% to LP Investors for Liberty
Leasing and Liberty RV
Hubblell Realty, Inc
Blair Allen Financial, Inc. (BAF)
Blair Allen Technologies, LLC (ITSM)
John Flint President BACF & Chairman
20 + years of experience in banking cap tal formation, and real estate deve opment eading investment strategy and underwrit ng across
Jason Blair CEO BAF & BACF Director
Gary Lorenz COO BAF & Director
AI & finance innovator with 30+ years of real estate lending and software experience founder and CEO of BAF family of companies.
Josiah LaFrance President BAC
20 + years of experience in banking, capital formation and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.
Strategic operations expert previously managed $33B+ at Wells Fargo - Mortgage and Automotive Divisions
Angie Ison CFO BAF & Director
Financial expert with track record managing $900M+ global real estate assets
Alex Nahai CLO BAF & Director
Legal executive with $1B+ in structured real estate transactions; former senior counsel at FOX
ExecutiveSummary
Blair Allen Capital Fund (BACF) and Hubbell Realty Company have partnered to form Liberty Development Company (LDC), which will serve as the General Partner (GP) for Libertyland USA a transformational $1 billion, 302.1-acre master-planned community in the Black Hills.
LDC has also partnered with world-renowned Storyland Studios to design and bring to life the first integrated community of its kind in the region.
Backed by an $80 million TIFD approved by the City of Rapid City, Libertyland includes infrastructure, parks, trails, a visitor center, and an amphitheater. This powerful public-private partnership positions Libertyland USA as the largest private development in South Dakota history and one of the most unique experiential destinations in North America.
Largest privatereal estateproject inSouthDakota history
SOUTH DAKOTA
Home to BlackHills, Mount Rushmore, andEllsworthAir ForceBase.
$1 Billion
Estimated Master Planned Project
Master Development community combines housing, retail, tourism, and immersiveentertainment
Liberty Development Companies (LDC)
Strategic Collaboration
Proven Partnerships to
Execute the Vision
BlairAllenCapitalFund(BACF):
Strategicleadership,fullecosystemintegration,andcapitalmanagement.
HubbellRealty
Institutionalexpertisewith134yearsand$3B+ofsuccessfulprojects
Development&CreativeExpertise
DarrenSloninger
Nationallyacclaimedmasterdeveloperspecializinginvisionarycommunityprojects
StorylandStudios
Designleadersbehindiconicimmersiveexperiences(Disney,Universal)
Local&CommunityPartnership
LienFamily
J2CapitalManagement
Regionallandownerswithdeepgenerationalcommunityroots Expertlocalconsultantsdrivingrelationshipsandjointventures.
BlairAllenFinancial,Inc(BAF)
Fullyintegratedrealestateandfinancialservicesplatformcomposedoffivecore companies:luxuryrealestatebrokerage,propertymanagement,mortgagelending, insuranceservices,andcapitalforacquisitionsandassetmanagement.
Single Family Residence (SFR)
Multi-Family Development (BTR)
RV & Camping Development (RV-Park)
Liberty Development Opportunities
Transforming Rapid City into a Destination Powered by BACF's On-Site Vertical Execution
302 Acre
1,200 Homes
600 Units
150,000
150 Pad
Master-plannedbyStorylandStudios(creatorsforDisney&Universal),setagainsttheiconicbackdropoftheBlackHills&MountRushmore.
14.7 Million Visitors
147M+ annual visitors to the South Dakota region and continuing to grow
Tax Increment Financing District (TIFD)
Special $80 million designation by the City of Rapid City as a Tax Increment Financing District (TIFD) enhancing infrastructure funding and increasing investor return potential.
Ellsworth Air Force Base
Ellsworth Air Force Base will not be expanding its on-base housing facilities, placing increased pressure on the local market to meet incoming residential demand
4M Black Hills Visitors
Approximate visitors to visit Mount Rushmore the Bad ands, Deadwood and the Black Hills
5,000 (aprx) Military Personel
Expanding military presence (5000 B-21 personnel + 20,000 new residents) located just 8 minutes from the project site offering an unparalleled proximity advantage.
Community Differentiators
Libertyland USA is a landmark master-planned development initiated by the Lien Family, longtime landowners and key contributors to Rapid City’s growth. Strategically located near a new medical corridor and Ellsworth Air Force Base, the project features gated security, interconnected trails, parks, a vibrant village center, visitors center, and year-round outdoor amphitheater. As the first community of its kind in the region, it blends world-class design with meaningful local impact setting a new standard for residential living in the Black Hills and shaping the city’s future through legacydriven investment.
Black Hills
Liberty Landing
Fair
Dakota Territory
Development
Differentiators
The Libertyland themed district supports a repeatable, walkable green space, immersive experience and garden development style.
Thesethemedzoneswilldriveuniqueprogramming,consistentvisitorengagement,andretail/diningactivation.Thecombinationofthecommunity anddevelopcontributorswillmakethisprojectaoneofkinfinvestmentopportunityandregionalattraction
The region hosts over 147 mil ion annual visitors drawn by Mount Rushmore the Black Hills, and national parks Libertylands immersive offerings will transform these short-term visits into extended stays, boosting the local economy
Rapid City serves as the regional economic hub with major retailers draw ng consumers from a 200-mile radius that includes four states South Dakota North Dakota Wyoming and Nebraska
The development is only 8 minutes from Ellsworth Air Force Base which is expected to add 5,000 personnel and up to 20,000 residents due to the B-21 Raider rollout With no additional on-base housing planned Libertyland is positioned to capture significant residential demand
E G I O N A
The City of Rapid City has designated the Libertyland development area as a Tax Increment Financing District (TIFD), approved 80 million dollar community, providing infrastructure funding and enhancing early investor returns
Despite its high visibility and growing population, the Black Hills region lacks large-scale immersive, mixed-use developments Libertyland USA is first to market with an integrated, experiential mode
Located with n the ancestral home and of the Lakota Nation and featuring uniquely American storytelling zones, the project benefits from both regional authenticity and broad emotional appeal
Market Analysis
PopulationGrowth:
RapidCity’smetroareaisprojectedtogrow 2.5%annually,oneofthefastestinthe region.
TheDepartmentofDefenseprojectstheadditionofupto5,000active-duty(up to 20,000 new residence) service members, support personnel, and contractors. Importantly, Ellsworth Air Force Base has publicly stated it will not expand its on-base housing, placing increased pressure on the private sector to providequality,proximatehousingandservices.
Libertyland is the only large-scale development within the immediate range of thebasecapableofabsorbingthisdemand.
Existinghousingisstrained,military expansionalonewillrequireover5,000new unitsinthenext5years.
HousingDemand: RetailDemand:
Withover14.7milliontouristsperyear,the retailcenterwillserveboththelocal communityandseasonalvisitors.
RVTourism:
NationalRVtourismhasgrown7%CAGR overthepastfiveyears.Libertyland’sRVpark capturesunmetdemand.
Go-To-Market Strategy
BACF will leverage the full power of the Blair Allen Financial (BAF) ecosystem— bringing proven local expertise, on-site operational offices, and a deep understanding of the region to drive targeted sales, marketing, and execution.
Allen Luxury Real Estate (BALR)
Top 1% sales talent in luxury and residential real estate
1000+ of homebuyers and investors served
Powers sales across single-family and multifamily assets
Blair Allen Property Management (BAMP)
25+ years’ experience
2,000+ units under management
On-site leasing and maintenance.
Supports stabilization
BAF Ecosystem
Vertically integrated operations driving sales, management, and performance
Blair Allen Insurance (BAI)
Active in 23 states
30+ carriers and 1,000+ products
Asset, tenant, and homeowner coverage
Fully integrated insurance solutions
Blair Allen Mortgage (BAM)
Licensed in 43 states
140 SFR and 700+ commercial lenders
Offers Bulk Rate Buydowns
End-to-end lending across residential and commercial verticals
Blair Allen Technology (BAT)
In-house tech stack for sales, marketing, and leasing
AI-driven tools to connect convert, and optimize
Centralized platform driving ecosystem-wide performance
Blair
LDC’s Capital Structure & Investor Waterfall
Aligned Interests, Strategic Ownership, & Tiered Returns
Liberty Development Company (LDC) will act as the General Partner:
Ownership Split: Hubbell Realty (60%), BACF (40%)
Role: Equity raising (50%), Debt placement (50% non-recourse)
LDC Has Established Liberty Homes, Liberty Leasing, & Liberty RV:
General Partners:
LDC will own 10% of each LLC
Limited Partners:
Lien Family will own 10% (BTR and RV pledge)
J2 Capital: 2% (vested through advisory services)
LDC will offer 88% to LP Investors for Liberty
Homes, LLC
LDC will offer 78% to LP Investors for Liberty
Leasing and Liberty RV
Hubblell Realty, Inc
Blair Allen Financial, Inc. (BAF)
Blair Allen Technologies, LLC (ITSM)
John Flint
President & Chairman
Blair Allen Capital Fund, Inc. (BACF)
20 + years of experience in banking, capital formation, and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.
Jason Blair Director
AI & finance innovator with 30+ years of real estate lending and software experience; founder and CEO of BAF family of companies
Gary Lorenz Director
Strategic operations expert previously managed $33B+ at Wells Fargo - Mortgage and Automotive Divisions
Angie Ison Director
Financial expert with track record managing $900M+ global real estate assets
Alex Nahai Director
Legal executive with $1B+ in structured real estate transactions; former senior counsel at FOX L e a d e r s h i p T e a m
LIBERTY HOMES, LLC (SFR)
Proforma Assumptions/P&L
LIBERTY LEASING, LLC (BTR)
Proforma Assumptions/P&L
CONSOLIDATED RETURNS BY STAKEHOLDER
Libertyland Timelines & Roadmap
InvestmentOpportunityforLPs
LP Participation Framework:
BACF offers Limited Partners a rare opportunity to invest in a multi-vertical, master-planned development backed by institutional sponsors and public-private support. LPs can allocate capital directly into one or more verticals Single Family, Multi-Family, or RV each with its own dedicated capital stack and phased development timeline. Investors receive pro rata equity and an 8% preferred return, with additional upside through refinance events, asset sales, and long-term cash flow. A performance-based waterfall ensures the General Partner earns promote only after LP thresholds are met. With land fully pledged and debt structured as non-recourse, Libertyland presents a de-risked yet high-impact opportunity, executed by seasoned partners with a proven track record.
$107,000,000
$250,000 15% to 18% 6 year
BACF’s Long-Term Strategy
5–7 Year Hold Period
(Stabilization Phase - Years 5–7)
Strategic Buyouts
(BACF’s Growth Objectives)
Target Outcome
(BACF Becomes the Sole Owner)
1.All verticals (SFR, Multifamily, Retail, RV) stabilize
2.Triggers: occupancy & leaseup benchmarks
3.LPs receive cash flow via:
a.Refinancing
b.Partial asset sales
1.Buy Hubbell’s 60% GP stake in LDC
2.Buy out LPs (78%) across verticals
3.Funded via:
a.Blind pool structure
b.New LP syndication
1.Full control of Libertyland USA
2.Long-term revenue from stabilized assets
3.Control of asset appreciation + reinvestment
Conclusion
Legacy, Leadership, and Long-Term Value
A Defining Opportunity in American Development
A once-in-a-generation chance to shape a legacy destination at the intersection of innovation, culture, and growth.
LP’s Unique Opportunity:
1,200+ Single-Family Homes
600 Multifamily Units
Experiential Entertainment Districts
RV Resort
Themed Hospitality
Master-Planned Lifestyle
Why BACF
BACF powered by a uniquely aligned team of institutional strength, creative leadership, and regional trust. As co-GP, Hubbell Realty brings deep development experience, while Storyland Studios and Darren Sloninger lead the project’s visionary design and planning. The Lean Family’s legacy land contribution reflects deep community alignment, and BACF’s long-term consolidation strategy ensures committed stewardship well beyond the build-out phase. With execution supported by the vertically integrated BAF ecosystem, Libertyland is positioned to deliver unmatched speed, scale, and operational excellence setting a new standard for transformative community development.
Investment Disclosure
THE UNITS OR SHARES ARE OFFERED SUBJECT TO THE ACCEPTANCE BY BLAIR ALLEN CAPITAL FUND, INC (“BACF”) OF OFFERS BY PROSPECTIVE MEMBERS. BACF MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED.
THIS OFFERING IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) BASED UPON BAF’S INTENDED COMPLIANCE WITH THE PROVISIONS OF REGULATION D UNDER SUCH ACT ACCORDINGLY, A SALE WILL NOT BE MADE TO ANY PERSON UNLESS BAF HAS REASONABLE GROUNDS TO BELIEVE, AND DOES BELIEVE, IMMEDIATELY PRIOR TO MAKING SUCH SALE THAT SUCH PERSON IS A SUITABLE MEMBER AS DESCRIBED IN THE SECURITIES LAWS. See “Member Suitability.”
(Year 5)(Year 5)
THE UNITS OR SHARES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE STATE SECURITIES AUTHORITIES OF ANY STATE, NOR HAS THE COMMISSION OR ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE UNITS OR SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. AS A RESULT, THE UNITS OR SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF, AMONG OTHER THINGS, SUCH TRANSACTION IS REGISTERED OR, IN THE OPINION OF COUNSEL, ACCEPTABLE TO BACF, SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE UNITS OR SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. SUBJECT TO THE PRECEDING SENTENCE, THIS MEMORANDUM IS INTENDED FOR THE EXCLUSIVE USE OF THE PERSON WHOSE NAME APPEARS IN THE SPACE BELOW(THE “OFFEREE”). ANY REPRODUCTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF BACF, IS PROHIBITED THE OFFEREE BY ACCEPTING DELIVERY OF THIS MEMORANDUM AGREES TO RETURN THIS MEMORANDUM AND ALL ENCLOSED DOCUMENTS TO BACF IF (i) THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE UNITS OR SHARES OFFERED HEREBY, (ii) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED OR (iii) THE OFFERING IS TERMINATED FOR ANY REASON.
THIS MEMORANDUM SUPERSEDES ALL PREVIOUSLY PROVIDED MATERIALS, IF ANY NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
NEITHER THE DELIVERY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BAF SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
OFFEREES ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS AS LEGAL, TAX OR INVESTMENT ADVICE EACH OFFEREE SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS COVERING THE UNITS OR SHARES OFFERED HEREBY.
DURING THE COURSE OF THE OFFERING MADE HEREBY AND PRIOR TO THE PURCHASE OF UNITS OR SHARES EACH OFFEREE OF UNITS OR SHARES AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS OF AND TO OBTAIN ADDITIONAL INFORMATION FROM MANAGING MEMBER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, BACF ANDANY OTHER RELEVANT MATTERS, INCLUDING, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS MEMORANDUM TO THE EXTENT THE FOREGOING POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. IN ORDER TO BE RELIED UPON BY THE OFFEREE, ANY SUCH ADDITIONAL INFORMATION OR ANSWERS TO QUESTIONS MUST BE IN WRITING, MUST BE IDENTIFIED AS SUCH, MUST BE DELIVERED AFTER THIS MEMORANDUM, AND MUST BE PROVIDED BY MANAGING MEMBER ALL DOCUMENTS REASONABLY RELATED TO THIS INVESTMENT WHICH DO NOT ACCOMPANY THIS MEMORANDUM AS EXHIBITS WILL BE MADE AVAILABLE TO THE OFFEREE (OR TO ANY PURCHASER REPRESENTATIVE(S) RETAINED TO ADVISE HIM/HER WITH RESPECT THERETO) UPON REQUEST.
Join us in being part of the greatest development In South Dakota’s History.
John Flint - President & Chairman
jflint@blairallen.com, (319) 575-2976
Jason Blair - Director
jb@blairallen.com, (253) 670-3080
Gary Lorenz - Director
gary@blairallen.com, (319) 429-4796
Josiah LaFrance - Director
josiah@blairallen.com, (605) 786-3098
Angie Ison - Director angie@blairallen.com, +61 408 015 248
Alex Nahai - Director
alex@blairallen.com, (310) 869-9866
(855) 702-0000 www.blairallen. com
info@blairallen.com
LIBERTY HOMES, LLC (SFR)
Proforma Assumptions/P&L
LIBERTY LEASING, LLC (BTR)
Proforma Assumptions/P&L
CONSOLIDATED RETURNS BY STAKEHOLDER
Libertyland Timelines & Roadmap
InvestmentOpportunityforLPs
LP Participation Framework:
BACF offers Limited Partners a rare opportunity to invest in a multi-vertical, master-planned development backed by institutional sponsors and public-private support. LPs can allocate capital directly into one or more verticals Single Family, Multi-Family, or RV each with its own dedicated capital stack and phased development timeline. Investors receive pro rata equity and an 8% preferred return, with additional upside through refinance events, asset sales, and long-term cash flow. A performance-based waterfall ensures the General Partner earns promote only after LP thresholds are met. With land fully pledged and debt structured as non-recourse, Libertyland presents a de-risked yet high-impact opportunity, executed by seasoned partners with a proven track record.
$107,000,000
$250,000 15% to 18% 6 year
BACF’s Long-Term Strategy
5–7 Year Hold Period
(Stabilization Phase - Years 5–7)
Strategic Buyouts
(BACF’s Growth Objectives)
Target Outcome
(BACF Becomes the Sole Owner)
1.All verticals (SFR, Multifamily, Retail, RV) stabilize
2.Triggers: occupancy & leaseup benchmarks
3.LPs receive cash flow via:
a.Refinancing
b.Partial asset sales
1.Buy Hubbell’s 60% GP stake in LDC
2.Buy out LPs (78%) across verticals
3.Funded via:
a.Blind pool structure
b.New LP syndication
1.Full control of Libertyland USA
2.Long-term revenue from stabilized assets
3.Control of asset appreciation + reinvestment
Conclusion
Legacy, Leadership, and Long-Term Value
A Defining Opportunity in American Development
A once-in-a-generation chance to shape a legacy destination at the intersection of innovation, culture, and growth.
LP’s Unique Opportunity:
1,200+ Single-Family Homes
600 Multifamily Units
Experiential Entertainment Districts
RV Resort
Themed Hospitality
Master-Planned Lifestyle
Why BACF
BACF powered by a uniquely aligned team of institutional strength, creative leadership, and regional trust. As co-GP, Hubbell Realty brings deep development experience, while Storyland Studios and Darren Sloninger lead the project’s visionary design and planning. The Lean Family’s legacy land contribution reflects deep community alignment, and BACF’s long-term consolidation strategy ensures committed stewardship well beyond the build-out phase. With execution supported by the vertically integrated BAF ecosystem, Libertyland is positioned to deliver unmatched speed, scale, and operational excellence setting a new standard for transformative community development.
Investment Disclosure
THE UNITS OR SHARES ARE OFFERED SUBJECT TO THE ACCEPTANCE BY BLAIR ALLEN CAPITAL FUND, INC (“BACF”) OF OFFERS BY PROSPECTIVE MEMBERS. BACF MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED.
THIS OFFERING IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) BASED UPON BAF’S INTENDED COMPLIANCE WITH THE PROVISIONS OF REGULATION D UNDER SUCH ACT ACCORDINGLY, A SALE WILL NOT BE MADE TO ANY PERSON UNLESS BAF HAS REASONABLE GROUNDS TO BELIEVE, AND DOES BELIEVE, IMMEDIATELY PRIOR TO MAKING SUCH SALE THAT SUCH PERSON IS A SUITABLE MEMBER AS DESCRIBED IN THE SECURITIES LAWS. See “Member Suitability.”
(Year 5)(Year 5)
THE UNITS OR SHARES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE STATE SECURITIES AUTHORITIES OF ANY STATE, NOR HAS THE COMMISSION OR ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE UNITS OR SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. AS A RESULT, THE UNITS OR SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF, AMONG OTHER THINGS, SUCH TRANSACTION IS REGISTERED OR, IN THE OPINION OF COUNSEL, ACCEPTABLE TO BACF, SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE UNITS OR SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. SUBJECT TO THE PRECEDING SENTENCE, THIS MEMORANDUM IS INTENDED FOR THE EXCLUSIVE USE OF THE PERSON WHOSE NAME APPEARS IN THE SPACE BELOW(THE “OFFEREE”). ANY REPRODUCTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF BACF, IS PROHIBITED THE OFFEREE BY ACCEPTING DELIVERY OF THIS MEMORANDUM AGREES TO RETURN THIS MEMORANDUM AND ALL ENCLOSED DOCUMENTS TO BACF IF (i) THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE UNITS OR SHARES OFFERED HEREBY, (ii) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED OR (iii) THE OFFERING IS TERMINATED FOR ANY REASON.
THIS MEMORANDUM SUPERSEDES ALL PREVIOUSLY PROVIDED MATERIALS, IF ANY NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
NEITHER THE DELIVERY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BAF SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
OFFEREES ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS AS LEGAL, TAX OR INVESTMENT ADVICE EACH OFFEREE SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS COVERING THE UNITS OR SHARES OFFERED HEREBY.
DURING THE COURSE OF THE OFFERING MADE HEREBY AND PRIOR TO THE PURCHASE OF UNITS OR SHARES EACH OFFEREE OF UNITS OR SHARES AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS OF AND TO OBTAIN ADDITIONAL INFORMATION FROM MANAGING MEMBER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, BACF ANDANY OTHER RELEVANT MATTERS, INCLUDING, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS MEMORANDUM TO THE EXTENT THE FOREGOING POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. IN ORDER TO BE RELIED UPON BY THE OFFEREE, ANY SUCH ADDITIONAL INFORMATION OR ANSWERS TO QUESTIONS MUST BE IN WRITING, MUST BE IDENTIFIED AS SUCH, MUST BE DELIVERED AFTER THIS MEMORANDUM, AND MUST BE PROVIDED BY MANAGING MEMBER ALL DOCUMENTS REASONABLY RELATED TO THIS INVESTMENT WHICH DO NOT ACCOMPANY THIS MEMORANDUM AS EXHIBITS WILL BE MADE AVAILABLE TO THE OFFEREE (OR TO ANY PURCHASER REPRESENTATIVE(S) RETAINED TO ADVISE HIM/HER WITH RESPECT THERETO) UPON REQUEST.
Join us in being part of the greatest development In South Dakota’s History.
John Flint - President & Chairman
jflint@blairallen.com, (319) 575-2976
Jason Blair - Director
jb@blairallen.com, (253) 670-3080
Gary Lorenz - Director
gary@blairallen.com, (319) 429-4796
Josiah LaFrance - Director
josiah@blairallen.com, (605) 786-3098
Angie Ison - Director angie@blairallen.com, +61 408 015 248
Alex Nahai - Director
alex@blairallen.com, (310) 869-9866
(855) 702-0000 www.blairallen. com
info@blairallen.com