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INVESTMENT OFFERING - EXECUTIVE SUMMARY

It is the intent of The Limoneira Company to develop Windfall Farms into an exclusive community that will promote and enhance the sustainability of the local agricultural, equestrian and ranch lifestyles. The 724 acre property was subdivided in 1921 into 76 parcels of approximately 10+/- acres. Each of the parcels has a recorded, unconditional certificate of compliance in place.  The project was originally developed in the early 80’s as a world class, Kentucky style thoroughbred breeding and training facility. The existing structures and facilities are ideal for continued equestrian uses as well as conversion into a variety of complimentary venues such as a winery and tasting room, a farmers market, a bed and breakfast, etc.

The owner of Windfall, The Limoneira Company was founded in 1893 and has been a leader in the advancement of sustainable practices in the farming industry for over 100 years. Their goal is to utilize these practices to create an environment at Windfall Farms that will promote local agriculture and ranch operations and create a lifestyle community that will be a unique, one of a kind project.

The proposed master plan will include three “Lifestyle Environments”. The “Rolling Hills Vineyard Estates” will be located in the northern portion of the property. The soils are ideal for vineyards and an abundant water supply is available from existing wells. The master plan will identify the location of the home site as well as a secondary structure with access drives to each. The balance of the open space areas will be planted in vineyards that will be operated and maintained by a master vintner and will provide income to the property owner under a ground lease arrangement.

The “Creston Range Ranch Estates” will provide the same site planning with the open space areas being utilized for a natural, grass fed cattle ranching operation. Once again, the ranching operation will create income for the lot owner from the ground lease.

The “Steeples Equestrian Estates” will take advantage of the lots with existing pastures and barns for those owners that chose to keep their own horses on site. The main barn structures will become common areas for the use of the equestrian lot owners.

The initial phase of the project is to complete the master plan and site engineering along with the design guidelines, CC&R’s and homeowner documents. In addition to the planning and engineering, a marketing effort will commence with scheduled events at the “Owners Residence”, property tours, presentations, etc. Some additional improvements and maintenance to the infrastructure will be required to update the water system, repair roads and maintain the landscaping. Our budget for the period from now until Jan 1, 2013 for all the project costs as well as debt service, taxes, operations, etc. is projected at $10,000,000.

The “Investment Offering” has been designed to attract interested buyers and investors with an opportunity to get involved on the front end of the project and participate in the future profits. The offering is for a total of $10,000,000, which is available in twenty units of $500,000 each. Each investor will earn a preferred return of seven percent, (7%) per annum on their investment. The investor's capital will be senior to and returned before Limoneira recovers any of their invested capital, approximately Ten Million, ($10,000,000) dollars. In addition to the preferred return, each investor will have the option of their share of fifty percent, (50%) of the net profits from the project or may choose to forgo the profit participation in return for a discount on the purchase of one of the ten acre parcels. The investors will have the first option of lot choices. The order of lot choice and the amount of the discount will be determined by the order of the investment. Detailed investment documents are available for review.
We are excited about the future of Windfall Farms and your participation. Please feel free to contact us with any questions about this opportunity.