OFFERING MEMORANDUM JIMMY JOHN'S

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O F F E R I N G M E M O R A N D U M

JIMMY JOHN'S7 1 5 N C A B L E R O A D | L I M A , O H 4 5 8 0 5

REPRESENTATIVE PHOTO

2 JIMMY JOHN'S L I M A , O H

TABLE OF CONTENTS

03 EXECUTIVE OVERVIEW

04 FINANCIAL OVERVIEW

06 TENANT OVERVIEW

07 AREA OVERVIEW

BROKER OF RECORD L A U R E N C E B E R G M A N

L I C # 0 0 0 3 4 8 0 2 9 ( O H )

LISTED BY

DALTON BARNES S E N I O R A S S O C I A T E

D I R (214) 692-2930 M O B (925) [email protected] LIC # 01984625 (CA)

BRADEN CROCKETT V P & D I R E C T O R

D I R (214) 692-2040 M O B (714) 345-6206 [email protected] LIC # 01946071 (CA)

ANDREW IVANKOVICH S E N I O R A S S O C I A T E

D I R (214) 692-2037 M O B (626) 807-3586 [email protected] LIC # 678815 (TX)

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M A T T H E W S ™ 3

J I M M Y J O H N ' S715 N CABLE ROADL I M A , O H 4 5 8 0 5

EXECUTIVE OVERVIEW INVESTMENT HIGHLIGHTS

» Brand New 20-Year Sale Leaseback - Lease Will Commence at COE

» Completely Passive Investment - Absolute NNN Lease

» Strong Annual Increases - 1.25%

» Ideal 1031 Exchange Investment

» Healthy Rent-to-Sales Ratio — One of the Top Producing Jimmy John's Operators

» Lima is the County Seat of Allen County, Ohio – 72 Miles North of Dayton and 78 Miles Southwest of Toledo

» Jimmy John’s Nestled in Ideal Location – Walmart and Local University Located Less Than a Half Mile Away:

» The University of Northwestern Ohio boasts 4,500 Students

» Good Daily Traffic Numbers – 17,805 on Cable Rd and 15,296 on Allentown Rd

» Population Count: » 2018 3 Mile – 42,742 » 2018 5 Mile – 69,306

» Target Market for Jimmy John’s Operators

» Household Incomes - » 2018 1 Mile - $42,597 » 2018 5 Mile - $42,595

$111,900A N N U A L R E N T

6.25%C A P R A T E

$1,790,400 L I S T P R I C E



Financial Analysis

J I M M Y J O H N ' S715 North Cable Rd.L I M A , O H 4 5 8 0 5

FINANCIAL OVERVIEW

LEASE SUMMARYGLA 2,000

LOT (ACRES) 1.12

YEAR BUILT 2015

APN 36-27-04-01-005.000

PARKING SPACES 30

LEASE TYPE NNN

TYPE OF OWNERSHIP Fee Simple

LEASE GUARANTOR Kensington Hill Partners*

ROOF AND STRUCTURE Tenant Responsible

ORIGINAL LEASE TERM 20 Years

LEASE COMMENCEMENT DATE Close of Escrow

RENT COMMENCEMENT DATE Close of Escrow

LEASE EXPIRATION DATE 20 Years after Close of Escrow

TERM REMAINING ON LEASE 20 Years

INCREASES 1.25% Annually

STARTING ANNUAL RENT $111,900

OPTIONS Four, 5-Year Options

$111,900A N N U A L R E N T

6.25%C A P R A T E

$1,790,400 L I S T P R I C E

*Actual Lessee & Lease Guarantor to be confirmed


LEASE SUMMARYGLA 2,000

LOT (ACRES) 1.12

YEAR BUILT 2015

APN 36-27-04-01-005.000

PARKING SPACES 30

LEASE TYPE NNN

TYPE OF OWNERSHIP Fee Simple

LEASE GUARANTOR Kensington Hill Partners*

ROOF AND STRUCTURE Tenant Responsible

ORIGINAL LEASE TERM 20 Years

LEASE COMMENCEMENT DATE Close of Escrow

RENT COMMENCEMENT DATE Close of Escrow

LEASE EXPIRATION DATE 20 Years after Close of Escrow

TERM REMAINING ON LEASE 20 Years

INCREASES 1.25% Annually

STARTING ANNUAL RENT $111,900

OPTIONS Four, 5-Year Options

ANNUALIZED OPERATING DATAYEAR MONTHLY RENT ANNUAL RENT RENT PSF CAP

1 $9,325 $111,900 $55.95 6.25%

2 $9,442 $113,299 $56.65 6.33%

3 $9,560 $114,715 $57.36 6.41%

4 $9,679 $116,149 $58.07 6.49%

5 $9,800 $117,601 $58.80 6.57%

6 $9,923 $119,071 $59.54 6.65%

7 $10,047 $120,559 $60.28 6.73%

8 $10,172 $122,066 $61.03 6.82%

9 $10,299 $123,592 $61.80 6.90%

10 $10,428 $125,137 $62.57 6.99%

11 $10,558 $126,701 $63.35 7.08%

12 $10,690 $128,285 $64.14 7.17%

13 $10,824 $129,888 $64.94 7.25%

14 $10,959 $131,512 $65.76 7.35%

15 $11,096 $133,156 $66.58 7.44%

16 $11,235 $134,820 $67.41 7.53%

17 $11,375 $136,506 $68.25 7.62%

18 $11,518 $138,212 $69.11 7.72%

19 $11,662 $139,940 $69.97 7.82%

20 $11,807 $141,689 $70.84 7.91%


ABOUT ROARK CAPITALRoark Capital Group is an Atlanta-based private equity firm with approximately $12 billion in equity capital raised since inception. Roark focuses on family-owned business transfers, management/corporate buyouts, recapitalizations, going-private transactions, and corporate divestitures. Roark focuses on consumer and business service companies, with a specialization in franchised and multi-unit business models in the restaurant, retail, consumer services, and business services sectors.

Since inception, affiliates of Roark have acquired 66 franchise/multi‐unit brands which generate approximately $37 billion in system revenues from 36,000 locations located in 50 states and 81 countries.

Roark Capital’s portfolio of companies spans multiple industries including food and restaurants, specialty retail, health and wellness, retail healthcare, business services, and education. Their largest sector, food and restaurants, encompasses 25 investments in brands such as: Arby’s, Buffalo Wild Wings, Sonic, Carl’s Jr., Hardee’s, Corner Bakery, Jamba Juice, Moe’s, and more. Other notable brands outside the food sector include: Meineke, Take-5 Oil Change, MAACO, Drybar, Orange Theory Fitness, Massage Envy and more.

±2,800T O T A L L O C A T I O N SABOUT JIMMY JOHN'S

Jimmy John’s was founded by Jimmy John Liautaud in 1983, selling hotdogs out of a garage in Illinois and by 1987 had grown to 3 stores. Jimmy John credits his mentor, Jamie Coulter (who would later become the CEO of Lone Star Steakhouse & Saloon) for the guidance of how to effectively run multiple units which catapulted his growth prior to beginning franchising in 1994. By 2001 Jimmy John’s had over 100 Units in operation, 500 Units by 2007 and 1,000 by 2010. In 2016, Jimmy John’s was acquired by Roark Capital, a private equity firm with $12 Billion raised since inception. Today, Jimmy John’s has been recognized as one of the top 10 “Great Franchise Bets” by CNN Money and has almost 3,000 locations.

W W W . J I M M Y J O H N S . C O M

ABOUT KENSINGTON HILL CAPITALThe inception of the idea for Kensington Hill Capital (“KHC”) started in 2010 with an initial seed investment in JJ Ventures, a newly founded Jimmy John’s franchise which opened their first location in January 2009. JJ Ventures was founded by two partners who left their investment banking and private equity careers to capitalize on a rapidly growing brand that was gaining traction and had serious ambitions for growth. By 2012, only 3 Years since opening their first location, JJ Ventures had grown to 7 locations. Then in early 2018, Kensington Hill Capital was formally conceived through acquiring a larger stake giving them majority ownership in in the venture. Today KHC is the 3rd Largest Jimmy John’s Franchisee with the aspirations to becoming the largest Jimmy John’s operator in 2019.

KHC has operations in 4 states (Georgia, Ohio, Florida & Alabama) which consist of 46 Jimmy John’s under operation and an additional 13, which are contract expected to close in Q1 2019. Once complete, Kensington Hill Partners will have 59 locations, will take the title as Jimmy John’s 2nd largest franchisee, and will be within striking distance of their goal to become the largest Jimmy John’s operator in the world.


N Cable Road ±17,000 VPD

Allentown Road ±15,000 VPD

8 Miles to The University of NW Ohio


AREA OVERVIEW

DEMOGRAPHICS

Lima, OH is a quite safe neighborhood that has quick access to major highways but also offers a small town atmosphere. The town features a variety of family-owned and national food chains as well as many unique shops, museums, and parks. Lima is a city in and the county seat of Allen County, Ohio. The municipality is located in northwestern Ohio along Interstate 75 approximately 72 miles north of Dayton and 78 miles south-southwest of Toledo. Lima has a rich history of manufacturing including locomotives, steel, oil, automotive engines, and being the source of the M1Abrams tank for the U.S. Military.

LIMA, OH

POPULATION 1-MILE 3-MILE 5-MILE

2024 Projection 6,764 44,194 70,714

2019 Estimate 6,482 42,430 68,046

2010 Census 6,398 41,940 67,295

INCOME 1-MILE 3-MILE 5-MILE

2019 Average Household Income $124,370 $116,799 $109,794

HOUSEHOLDS 1-MILE 3-MILE 5-MILE

2024 Projection 2,870 17,993 27,214

2019 Estimate 2,792 17,440 26,384

2010 Census 2,772 17,290 26,151


THE UNIVERSITY OF NORTHWESTERN OHIOThe University of Northwestern Ohio is an entrepreneurial, private, not-for-profit institution founded in 1920. There are five colleges within the university: College of Applied Technologies, College of Business, College of Health Professions, College of Occupational Professions, and Graduate College granting Associate, Bachelor and Master Degrees. UNOH has educated students from all 50 states and 61 countries, and currently has nearly 4,500 students enrolled from 40 states and 49 countries.

UNOH is a residential campus located in Lima, Ohio, a Midwestern community on I-75 and situated on 200 acres. The University is known worldwide as a leader in the Automotive, Diesel, and High Performance industries, but also offers over 60 degree programs in Business, Health, Marketing, Information Technology, and many other fields of study. At UNOH, you won’t be just a number. There is a focus on small class sizes which allow students and professors more one-on-one time. Graduates will leave UNOH well-prepared for a career in their chosen field.

SPORTSUNOH competes in the NAIA Wolverine Hoosier Athletic Conference (WHAC). There are 14 athletic teams on campus: Men’s and Women’s Basketball (Div. II), Golf, Bowling, Tennis, Soccer, Women’s Volleyball, Men’s Baseball, Women’s Softball, and Motorsports. Torque is the mascot for the UNOH Racers and school colors are maroon, black, and white.

STUDENT LIFEEveryone at UNOH wants you to be social, make friends, and have a blast! Racers Station, which is located along Cable Road, is a great place to hang out if you need a break from studying or just want to get out of the dorms. At Racers Station you can participate in trivia night, karaoke, dances, comedy nights, and video game and pool tournaments. There are also a host of other student activities that take place all over campus like Mud Volleyball Tournaments, Oktoberfest, Dorm Block Parties, Foam Parties, Welcome Week Festivities and so much more! Intramural sports are also a growing part of student life at UNOH with leagues in kickball, dodgeball, soccer, sand volleyball, and basketball.


CONFIDENTIALITY AGREEMENT & DISCLAIMERThis Offering Memorandum contains select information pertaining to the business and affairs of Jimmy John's located in 715 N Cable Road | Lima, OH 45805 (“Property”). It has been prepared by Matthews Real Estate Investment Services. This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Matthews Real Estate Investment Services. The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Owner, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence.

By acknowledging your receipt of this Offering Memorandum for the Property, you agree:

1 . The Offering Memorandum and its contents are confidential;2. You will hold it and treat it in the strictest of confidence; and3. You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or

its contents in any fashion or manner detrimental to the interest of the Seller.

Owner and Matthews Real Estate Investment Services expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered.

If you wish not to pursue negotiations leading to the acquisition of the Property or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum.

A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Matthews Real Estate Investment Services or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property.

This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Memorandum.


O F F E R I N G M E M O R A N D U M

JIMMY JOHN'S7 1 5 N C A B L E R O A D | L I M A , O H 4 5 8 0 5

LISTED BYDALTON BARNES S E N I O R A S S O C I A T E


BRADEN CROCKETT V P & D I R E C T O R


ANDREW IVANKOVICH S E N I O R A S S O C I A T E

D I R (214) 692-2037 M O B (626) 807-3586 [email protected] LIC # 678815 (TX)

BROKER OF RECORD L A U R E N C E B E R G M A NL I C # 0 0 0 3 4 8 0 2 9 ( O H )


Documents

OFFERING MEMORANDUM JIMMY JOHN'S