Offering Fact Sheet
Town of Richmond MA - Promotional Video
Offering Fact Sheet
Our Owner-Membership Offering is broken into logically related sections.
The below sections address topic's at the top-level; more information is in detailed documents.
For example; in this Offering Fact Sheet, one will briefly read about Owner - Memberships. However,
in the BMV LLC Member's Agreement, one will read in greater detail about membership types, transferability, etc.
As a potential owner you need to know what is being offered for sale; the price of the offer; the material terms of the offering.
You also need to know the details of owner-member voting rights, information rights, liquidation rights, ownership percentages, and whether the memberships can be hypothecated etc. For this reason, you will eventually need to see BMV LLC's Owners Agreement.
But for now... at this stage of your investigation and interest... we provide the following:
Purpose & Overview
Property & Assets
Terms of Sale
Use of Proceeds
Legal and Tax Matters
Notices to Prospective Buyers
Historically, TIARA EQUEST is a sub-parcel of a much larger parcel
that was known as Green Meads Farm. Today, a portion of Green Meads,
remains as a well-respected driver and carriage-horse training center.
It is just up the same old road from Tiara Equest.
Prior to the current ownership, this parcel was operated
as a Bed & Breakfast with the stable being sublet as a separate entity
on a very short-term notice to vacate.
Hence, for the first time,
Berkshire Meadow View's property is being offered
as a self-contained Colonial Equestrian Resort.
In recent years, the thought to sell became a focus. However, rather than only seeking a single buyer, the concept of MEMBERSHIP -- fractional ownership --through the expansion in the existing Limited Liability Corporation (LLC) has been developed as a way to retire the Founding Owner, with the benefit of transferring fractional ownerships while keeping the property accessible to people who for years have vacationed at the B&B.
By deed, there are two properties owned by Berkshire Meadow View LLC dba TIARA EQUEST:
1. A 10-acre parcel upon which Berkshire Meadow View LLC does business as the Inn At Richmond.
2. A 17-acre contiguous property upon which Berkshire Meadow View LLC owns The Berkshire Equestrian Center, LLC.
It is a fraction of the above entirety that is conveyed in a Basic Member Ownership or the full entirety by sole ownership.
This solicitation is for a Fractional Owner position in The LLC which owns the properties, not in the properties, per se. No land deed will be registered for each Fractional Owner for no property will be transferred out of The LLC. This approach is both cost-effective (thus lowering the offering price) and efficient (allowing a possible future transfer through gift or will). Each Fractional Owner's buy-in will be legally recorded as required by The Commonwealth of Massachusetts
The purpose of Berkshire Meadow View LLC, dba TIARA EQUEST" is to preserve our Colonial Equestrian Stable, Farm, and Inn which thousands of people in the past have enjoyed and which our new LLC Fractional Owners will enjoy. From the time of King Richard's land-grant over 250 years ago, the land upon which "Tiara Equest" exists has always been a natural, sustainable, farm, and stable. Since the land-grant was given, houses, barns, and out-building have been added and subtracted.
The purpose of Berkshire Meadow View Limited Liability Company is to preserve our Colonial Equestrian Stable, Farm & Inn
which thousands of people in the past have enjoyed and which BMV LLC's Fractional Owners will continue to enjoy.
It is the goal of Berkshire Meadow View, LLC, dba TIARA EQUEST, to operate as a MANAGER-MANAGED LLC in the style and fashion of a semi-private club, whereby members buy-in once and receive allotted stays plus other substantial benefits while non-owner members and non-owner-non-member (strangers) support the annual expenses through rentals of the same resources through an allocation of "black-out" periods which affect the members.
Goals - There are three:
To create an exit path for the current owner
To keep the property as a distinguished inn, event location, with a quality stable with virtual office facilities.
To assemble new Fractional Owners into the managed LLC who share the above common goals.
Target Prospective Fractional Owners - We know who they are:
They are the other side of us -- driven, busy, successful, and desirous of hassle-free rest and relaxation.
TIME -- NOT MONEY -- IS THEIR FOE.
They are TIME CONSTRAINED by business/profession/ family and social obligations yet are looking for (even sub-consciously & casually) and will PAY for an affordable (based on travel time and $$$) "safety valve" vacation spot...
or a lifestyle business location in the hub of the Northeastern part of the United States.
1. They like coming to the Berkshire... may have even thought about buying a second home here.
2. They are successful in their business... so much so that despite desiring an upscale property,
they recognize their own time constraints in enjoying and maintaining the property.
THEY WANT A RESPITE, NOT A PROBLEM.
3. They are beyond the fixer-up stage in life... want a turnkey place which provides an easy 'n seamless get-away, NOW!
4. They like the casual, unpretentious, colonial equestrian theme of TIARA EQUEST.
5. They live within 2-4 hours drive... or oppositely from Florida/Kentucky/California or a foreign country
Add it all up...
Successful & Busy
Beyond the fixer-up stage of life
Want a turn-key, drive-in, casual and relaxed respite
Want to be close to the artistic culture but away from the touristic clutter
Like the authentic country colonial equestrian motif vs other more formal ones
Okay with community membership, but buy-in more for returning to a familiar place
Want the flexibility to share the membership with relatives, friends and business associates/prospect
Want multiple stays during the year... but have limited vacation time.
Might be considering the purchase of a Berkshire escape
Might actually be looking for other property.
Might truly be confused with all the properties on the market which have unequal-to-random values, that
TIARA EQUEST MAKES THE MOST SENSE TO THEM AT THE PRESENT TIME.
Company Purpose & Overview:
Industry: Berkshire Meadow View LLC: Operates in the Hospitality - Equestrian Resort Industry.
Purpose: The company's goal is to be number one in the Hospitality Equestrian Resort category throughout New England, Northeast, and beyond.
1) The company seeks additional new Fractional Owners to liquidate Mr. Dunham's ownership
2) The company seeks Owners to expand the present operation which is essential to a self-funding operation per plan.
Use of Funds: In addition to "buying-out" Mr. Dunham, the company will use these funds for improvements and advertising
Business Description: Currently the company runs an authentic 1776 colonial inn/bed and breakfast which has 12 units that can provide 24 bed-nights at double occupancy and up to 43 bed-night with the use of supplemental rooms for sleeping. Additionally, on the same property, the company has a high-end equestrian center that can hold 26 horses in 26 stalls in three barns with 2 indoor arenas and one outdoor arena plus natural grass galloping tracks and jump fields, plus a cross-country course. In all, the property is 27 acres -- all useable -- in the Taconic Range of the Berkshire Hills just east of the New York State line.
Expertise in Hospitality - Innkeeping, Events, Wedding, Meetings, and More.
Expertise in Horse breeding/care/handling & Stable Management
Hospitality Services: The company offers rooms, event spaces (including lawns for large tents), stalls, paddock, training, and various amenities appropriate to The Berkshires which were rated #7 in the world by National Geographic Magazine in 2009.
Number of Employees: Since October 2015, Berkshire Meadow View LLC has exclusively operated through the use of independent consultants and contractors.
Number of Independent Contractors / Consultants: Two
The company operates in The Berkshire tourism market and the Central Berkshire Equestrian Market. It is our goal to target the Gold Coast of Fairfield County CT, Metros Boston & NYC, other geographic horse areas with opposite climates such as Wellington FL. There are approximately 40,000,000 people living within a 3.5-hour drive from Richmond MA.
Owner Search: Worldwide. BMV LLC has made initial contracts in many of the recognized "horse nations." These include but are not limited to, Great Britain, Ireland, France, Germany, Spain, United Arab Emirates / Dubai.
The company has multiple websites, is listed with numerous prestigious companies, is a part of the worldwide Global Distribution System which includes Expedia, Booking.com Priceline, Trip Advisor, Travelocity, Hotel.com, etc. Additionally, we exploit various forms of Social Media, including LinkedIn where management has over 5,000 primary links of which about half are directly related to horses, direct mail, and email marketing. Finally, we leverage our sales and marketing by directly compensating experts/specialists via a Finder's Fee for business brought to us through their efforts.
While there are numerous competitors in the Bed & Breakfast hospitality segment, BMV LLC KNOWS OF NO DIRECT COMPETITOR in our Authentic, Colonial, Equestrian, Hospitality/Resort market segment. Dude ranches would be the closest. This exclusivity makes us a "go-to" facility for Destination Weddings, Corporate Retreats, and tourists who want to enjoy an authentic throw-back experience into "yesteryear."
The management team of Berkshire Meadow View LLC has been in place since May 2014. They are...
Mr. Carl M. Dunham (1943), Founding Member / Executive Manager, brings years of experience in real estate. Mr. Dunham has been the sole member of the LLC since his purchase of the property and formation of the Berkshire Meadow View LLC. He is a licensed broker in Massachusetts, Connecticut, and New York. Dunham grew up on a farm that still is his homestead residence. Carl remains a farmer at heart and at work.
Mr. John David Sottile (1942), General & Operating Manager, brings a career in sales, marketing, and business development both business-to-consumer and business-to-business working with companies, through his direct marketing agency, and later as a consultant with clients ranging from individuals to NY Stock Exchange-traded companies. He is an entrepreneur who naturally thinks outside the proverbial box. Sottile has been the lead consultant and operator since May 2014.
Both are experienced horsemen with decades of experience.
Property & Assets
TIARA EQUEST is located on a pre-Revolutionary War Estate built 1774-1776 on King Richard III Land Grant. Through the centuries, it has been a prominent farm. Prior to its becoming a bed and breakfast inn in 1995, it was respected for its Morgan horses and pedigreed dogs.
TIARA EQUEST offers rooms, event spaces -- including lawns for large tents -- stalls, paddock, training, and various amenities appropriate to The Berkshires which in 2009 were rated #7 in the World by National Geographic Magazine.
TIARA EQUEST offers its Colonial Equestrian Campus for Rest & Relaxation & Life/Business/Retreat/Functions such as Weddings, Workshops, Conferences, and other special events.
TIARA EQUEST has 12 units that can provide 24 bed-nights at double occupancy and up to 41 bed-nights with the use of supplemental rooms and sleeping.
TIARA EQUEST has a high-end equestrian center that can stable 26 horses in 26 stalls in three barns with 2 indoor arenas and one outdoor arena plus grassy jumps fields and a cross-country course.
TIARA EQUEST has a "campus" which extends from the Inn back to the Grand Prix Indoor Area and Penthouse. All guest quarters, event rooms, and entertainment venues are contiguous to the corridor of the campus which is lined with Sugar Maple trees.
TIARA EQUEST is located on 27 acres in the Taconic Range of the Berkshire Hills just 1.25 miles east of the New York State line.
Towns that are contiguous to it are Lenox, Stockbridge, West Stockbridge, Pittsfield -- all in Massachusetts -- and Canaan which is located in Columbia County, New York. TIARA EQUEST is 4.5 miles from the City of Pittsfield Executive Jetport and Interstate 90 plus 7 miles from Tanglewood.
"TIARA" = The Inn At Richmond And
Main Inn: There are 3 Rooms / 3 Suites / 3 Levels in the Main Inn.
First floor houses all common areas; Dining Room, Parlor, Library, Terrace Garden Room. All are useable for functions.
Also on the first floor... off the Dining Room, which as a public ServSafe Inn is not accessible by the public, is a modern kitchen that is inspected by the Richmond Board of Health.
The kitchen is served by both propane and electricity:
Cooking: Propane is used for the 6 burner stove-top; electricity is used for a brand new, in-the-wall, double oven.
There is a twin-drum exhaust fan above the stove.
Cleaning: There are 2 sinks -- main usable single-basin is 28' x 16' x 11" -- handwash useable basin is 21" x 16" 10"
There are 2 dishwashers aside from the main sink.
Refrigeration: There is one 21 cubic foot, side-by-side unit with 13 cubic feet for refrigeration; 8 cubic feet for freezing.
Adjacent Inn: There are 3 fully-equipped cottages (apartments)... 1 is 2 levels; 1 is handicap accessible 1 Suite
In the Main Stable, there is a 2-level apartment. Above the indoor arena, there is a PenthouseMain Stable: 1 Fully-equipped, 2 level cottage (apartment)
ADA Accessible: 3 provide ramps to 1 level living with the exception of bathtub/jacuzzi & 2 with non-compliant toilets
In all, there are...
5 Cottages: A quintet of Cottages (apartments) -- all are outside of the Main Inn building
4 Suites: A quartet of Suites -- three are in the Main Inn, one is outside The Inn -- about 100 feet -- which can open
to an adjacent cottage, thereby providing 2 kig bedrooms, 2 full baths with jacuzzis, two decks,
3 Rooms: A trio of Rooms -- all in the Main Inn Building
1 Event Barns
There is 1 three-level barn of which 2 levels are heated - a third level is piped, ready for a heater attachment.
The main level, which is accessible by a ADA compliant earth ramp, has 2 ADA compliant bathrooms
There are 2 Meet 'n' Greet areas for smaller functions
We define our Units as “Rooms,” “Suites,” “Cottages,“ & “Penthouse.” of which we have 3, 4, 4, 1, respectively
All guests have access to all common areas & amenities with the exception of VRBO guests for breakfast.
Rates are based on double occupancy. Where add'l sleeping is available, there is a $35.00 charge, if used by reg. guest/s
There is no discount for single occupancy.
There is a $35/day extra person charge for occupancy > 2
All Units have private bathrooms w shower; baths in Suites up
All Units have weekly rates. Longer rates -- on request.
Rooms have a Queen bed, private bathroom w shower.
Suites have a separate room or sitting., bathtub or Jacuzzi w the exception of Suite #1 which has a larger shower w seat.
Suites #6 & #9 have King beds; extra sleeping is on pull-out.
Suites #1 & #3 have Queen beds – Suite #1 has a separate room w Twin beds. Suite #3 couch does not pull-out.
Cottages & Penthouse have fully equipped kitchens. #10 has a dishwasher. #12 has two dishwashers & large refrigerator
Only Cottages & Penthouse can be VRBO due to a need for kitchens. Breakfast is not included with VRBO.
Only Cottage #8 is “Dog Friendly.” There is an initial extra charge & a per night charge per dog. Read policy on online.
Only Suite #9 is Semi-ADA compliant with a permanent ramp plus bathroom that has toilet and sink compliance but not tub.
Each guest may park up to 2 passenger vehicles. Extra fees exist for other vehicle types or numbers greater than allotted.
Number of Overnight Guests: 24 Double Occupancy -- 41 Overall with additional pull-out and twin beds
Other: In addition to living quarters and stalls. our campus has a theater and a cardio gym elliptical bicycles, rowers, etc.
There is also an electric sauna.
Onsite A/V Staff: Yes supplemented by outside A/V suppliers when needed.
Food & Beverage: There is a Town of Richmond Board of Health inspected kitchen in the Main House. The kitchen is only available to TIARA EQUEST. There is a Dining Room which seats up to 16 persons at one time.
Catering: No - Currently there is no in-house catering except for Breakfast / Brunches. Groups have the option of using their own caterer or their own food. We provide warming facilities for meal prep, but not cooking.
"EQUEST" = the berkshire EQUESTrian center
26 Stalls 13 Stalls in Shaker Main Barn... 9 Stall In "L" Barn... 6 Stall in L Barn Annex... 4 Stall in "I" Barn
15 Grazing Paddocks
1 Main Tack Room with Lockers & 1/2 Bathroom.
2 Indoor arenas: Main 200'x 80..twin level surface... fully lit and heated by 24 radiant heaters
1 Outdoor arena: 250' x 125' Eurofelt surface. Adjacent to indoor arenas
1 Variable Grade Turf Galloping Track
1 Variable Grade & Surface Cross-Country Track
1 Jump Field
Jump Field is within a curved end-section of the Turf Galloping Track
Property Infrastructure Particulars:
ALL THE WATER LINES, SEPTIC TANKS, PROPANE TANK ARE BURIED IN THE GROUND.
WATER: 1 Private well on the property, delivering 10 gallons per minute -- serves the entire property.
SEPTIC 3 Septic systems (2 have 100o, & 1500 add'l holding tanks) and 1 pump station serving The Inn & 2 adjacent buildings
PROPANE: 6 Buried propane tanks: 5 x 1000-Gallon Tanks; 1 x 500-Gallon Tank
TELEPHONE: Service is provided by Magna 5 which bought Richmond Telephone. There are five lines; three are for voice and DSL which lockout for fire alarms if necessary. The other two are dedicated to a fire alarm system. There is a legacy phone system that served the Inn and some cottages, but not the barns, stables, or indoor riding the latter of which is served by one of the above-mentioned lines It has been obviated by cellular telephone. The wiring still exists for re-purposing.
INTERNET: Onsite wireless connection: 3 DSL modems ( Inn, L Barn, Indoor Arena) connected to three of the above lines provides coverage to all corridor buildings. Additionally, from the Inn via an Ayerstone antenna, WIFI is broadcast.
CABLE: There is cable entering the Inn which is distributed to the rooms and building around the Inn. However, the service is disconnected in favor of television over WIFI via ROKU. While the cable is still good, it is questionable that it meets the demands for the higher speeds of the Internet and the broader bandwidth of 4K. The cable was not extended to the Main Barn or the indoor arena. These buildings require signal access through a satellite dishes.
the requirement of
In the "Heart of The Berkshires" of Western Massachusetts USA --
Richmond borders NY State.
TIARA EQUEST is
1.25 "as-the-crow-flies" miles from New York State Line;
2 miles by a vehicle driving Route 41 to Route 295
Common Border State & Towns:
Common Border Towns with Richmond...
Massachusetts Lenox, West Stockbridge, Stockbridge, Hancock, Pittsfield
New York Cannan
Common Border Counties with Berkshire...
Massachusetts Hampton, Hampshire, Franklin
New York Columbia, Rensselaer, Dutchess (very little)
Nearby Cities & Number of Miles from TIARA EQUEST -- TOTALLY CONVENIENT
Pittsfield, MA - 10 Miles to Downtown (.25 hours by car) / City border is 1.5 miles north of TE
Albany, NY - 38 Miles (1 hour by car. One traffic light to the Interstate. All Interstate roads thereafter.
Springfield, MA - 54 Miles (1 hour by car). The first traffic light is in West Springfield
Hartford, CT - 111 Miles (2 hours by car). The first traffic light is in Springfield
Boston, MA - 166 Miles (3 hours by car). The first traffic light is when one exits the MA Turnpike / I90 in Boston
New York, NY - 167 Miles (3.5 hours by car) One traffic light to the Interstate. All Interstate roads thereafter.
Nearest Airports/ Number of Minutes:
Private Business Class Jets (Gulfstream V Class)
City of Pittsfield Municipal Airport / Jetport - Pittsfield MA - (KPSF) 4.5 miles / 0:10 minutes
There In Not A Red Traffic Street Light Between Us &
Access to U.S. Interstate Highway Systems and
Pittsfield Executive Jetport in the Berkshire
The Pittsfield Airport is recently upgraded by
$22.5 million in physical improvements, overall:
Increased the length of the main runway to 5,790 feet.
Cleared obstructions from the approach and departure routes.
Albany International Airport - Albany, NY / 45 miles / 50 minutes -- There is 1 red traffic light between us.
American Airlines | Boutique Air | Cape Air | Delta Airlines | Elite Airways | Jet Blue Airways | One Jet
Southwest Airlines | United Airlines
Bradley International Airport - Hartford CT / 62 miles / 1:15 hours -- There is no red traffic light between us.
Aer Lingus | Air Canada | American Airlines | Delta | JetBlue | Norwegian Air | OneJet | Southwest Airlines
Spirit | United Airlines
Nearest Amtrak Service: Pittsfield MA - AMTRAK's Lake Shore Limited stops daily in late afternoon heading east & west.
Public Transportation Options: None. Must have a car or rent one. (Hertz, Enterprise, and Limo services are available.)
Onsite Wireless Internet: Free
Onsite A/V Staff: Yes... supplemented by outside A/V suppliers when needed
Food & Beverage: There is a Town of Richmond Board of Health inspected kitchen in the Main House.
The kitchen is only available to TIARA EQUEST.
Catering: No - Currently there is no in-house catering except for Breakfast / Brunches.
Groups have the option of using their own caterer or their own food.
We provide warming facilities for meal prep, but not cooking.
Alcohol Permitted: Yes - BYOB
Packages: Yes - Custom Priced
Rates and Packages:
Special Rates for Charities etc: Determined request by request.
Event Rental Policies:
A 50% non-refundable deposit of the Owner's and Non-Owner's estimated gross fee for rental of TIARA EQUEST facilities and a $500.00 Security Deposit is due at the time the contract is signed. There will be an initial walk-through at the start of the program and final walk-through to ensure that the rented space/s is/are left as found, and to determine if cleaning fees are to be deducted from the Security Deposit. A Member must obtain liability insurance -- including alcohol rider if alcoholic beverages are served -- and present proof of the same two (2) weeks prior to the event. A Member may cancel the rental agreement (less the 20% deposit) within 3 months of the program move-in date. If the Member cancels the program thereafter, a payment of 15% of the estimated gross fee will be due to the LLC. BMV LLC recommend
Pets or firearms allowed under the following conditions: Policies are currently being updated.
Land In the Back: There are three plots in the back that have been surveyed, perks, and designed to meet the Town of Richmon frontage requirements. These lots can accommodate duplex apartments/condos for rent. Presently, these lots are undeveloped.
Terms of the Offering
The property is valued at $7.5 Million Dollars, USD. This amount reflects the initial purchase price, major capital improvements,
on-going modification and enhancements, and a modest R.O.I. when Berkshire Meadow View sells its final 20%. Regardless, for the potential members, the valuation is more dependent upon the usage that is derived, the years holding the fractional share and the "side" money that the member may obtain via sub-letting stays to family, friends, and business contacts. via two programs to support this incidental, individual income
There are seventy-five (75) units of ownership being offered at $100,000 per unit.
This offering is not an "all or nothing" transfer. Each member will immediately obtain the benefits of membership.
Currently, Dunham is the sole member of the LLC.
Memberships. There are several types:
Full Member -- Two adults
Family Member -- Two adults plus an added fee per child
Corporate Member -- Full & Weekday Only
Equestrian Member -- Priority given to an Owner in one of the above categories
Vacancies can be contracted by Non-Owner but may be bumped by an Owner
Guest Member -- Non-Owner, one-time use
Social Member -- Non-Owner, full use as defined by the membership agreement.
Owner Memberships include
Stays in various units
Ability to sub-divide ownership/membership, but must have one contact responsible for all and to managers
Ability to assign upon LLC manager approval -- acceptance of all agreement & policies approval -- no deed
Owner Member's Usage, Privileges & Discount
Guest Rooms, Suites, Cottage,
Stable & Paddocks
Outdoor & Indoor Event Space Life & Business Events: Wedding / Anniversary /Receptions / Reunions
Meetings/Conferences/ Training Retreats
Calendar & Season: Currently BMV LLC's prime season is from June 21 to October 21.
Blocked Dates: LLC holds Labor Day Weekend to the week past Columbus Day for Destination Weddings
Thanksgiving...Christmas, New Years, days and included weekends are blocked as well
If demand is greater than supply the allocation will be by lottery to members first and
then to the public.
Membership Sharing: Yes
Non-Use is Credited to a Member Account if rented by the LLC
Member may release his/her allotted time to LLC
Revenue Share 50/50
LLC assumes responsibility for a non-member guest.
No Credit is given if rented by the Member
Season Ticket Rule: Renter is responsible for non-member guest's behavior and damage if any.
The Owner cannot advertise his/her Membership via Air B&B, VRBO, or ads, social media, etc.
Transferability of Ownership. Yes, but subject to approval and willingness to pay the cost.
There are costs for the update of LLC registration with the state, plus the "vetting" of the new member.
The future owner
1) Must be willing to freely accept our charter/mission/agreement
2) Must be in "good standing" i.e. not on a no-fly list, bad-actor list, etc.
3) Must be sponsored by an Owner or management team and initially approved by managers.
After full subscription by 70% of the then existing Owners.
Who may "buy-in": National restriction - None. However, persons must be identifiable by photo & not on a "watch list." Corporation or LLC - OK | Accredited vs. Non-accredited Buyer - No Issue - Not a security offering
Minimum Membership Number & Amount: One membership -- $100,000 per membership
Maximum Initial Memberships Per Person & Amount: Negotiable. Buy all memberships; own the LLC
LCC's Membership Solicitation: Website, LinkedIn, Opportunity, Equestrian Realtors, Ads, Qualified Lists, Finders.
Finder's Fee: BMV LLC will pay a Finder's Fee for new Owner/s. However, BMV LLC will also discount the same amount from an Ownership fee for a self-referral. In short, the Finder's Fee does not affect a potential owner, for were it not for the Finder, the potential member would not have heard of the opportunity, which knowledge has value, in itself, which we deem to be equal to the Finder's Fee.
Documents: The potential owner must sign all documents which are presented at the time of closing... and agrees to sign any further documents which may become necessary by policy, business, or law so long as all other Owners are required to sign the same document.
Anti-Dilution: While Carl Dunham, owner, holds even one share there will be no dilution through increased members. After Dunham sells all of his membership units, the then existing members can vote on any further dilution or even consolidation.
Risks related to the company: Though it is mentioned in this Memorandum that the offer may be modified or withdrawn, there is absolute certainty that the Founding Member is committed to selling his entire interest in the LLC, which owns the property, or if an out-right buyer desires to the sell the property itself, thus leaving the LLC as a shell. Therefore, the risk is not in the complete transfer of ownership, or that it will happen as soon as possible through dedication. Notwithstanding, because the fractional membership is not sold on an all or nothing basis, there is the risk that the sales of fractional Ownerships are in progress when and the Founding Member dies, thus putting this LLC into his estate.
Risks related to the hospitality industry: "The Berkshires" is a marketing concept which started in the 1930s Since that time its popularity has grown. In 2009, National Geographic Magazine with the guidance of 434 experts in the field of hospitality, environment, sustainability, etc rated The Berkshire 14th overall in the world and 7th when grouped with locations having the same rating. There are key anchors to The Berkshires continued viability: Tanglewood which has been owned by the Boston Symphony Orchestra since the 1930s has just committed $30,000,000 to the expansion of its music presence to 365 days. Likewise, Jacob's Pillow -- center for world-renowned dance -- has also committed to 365 days of operation. There are other anchors such as Norman Rockwell Museum, Berkshire Theatre Group, The Mount, Hancock Shaker Village (and the list goes on) that attract visitors. So the anchors are not a problem. Their seasonality... or perceived seasonality is. There are "anchors" everywhere... in every segment of travel, leisure, entertainment, resorts, etc. However, they have different core, "prime-time" seasonalities which already attract away visitors to The Berkshires. And so, the impact of The Berkshire's anchors off-season presence is yet to be determined.
Risks related to the local hospitality industry: However, the anchors have attracted investments in resorts, inn, bed & breakfasts, etc which may provide more "beds than heads," a term the hospitality industry like to use to replace supply and demand. Further, the disruptive technology, which Air B&B provides, further exacerbates the "bed for heads " supply and demand equation. More supply than demand decreases prices and thus margins overall. It is more than likely that this will cause a "shake-out" in the mid-priced market since Air B&B sell value through price and ubiquity... while the high-end markets-- Canyon Ranch, Miraval-Cranwell, Ocean City Management-Blantyre, Travassa sell price through value and exclusivity. Therefore, for the free-standing mid-market inns and B&B which are caught in the middle of the price-value polarity, it will be challenging for those businesses which are privately owned and operated for real profits over "lifestyle," which accommodate an owner through a modest living with great benefits of satisfaction, positive reviews, and wonderful acquaintances and friendships.
Risks related to the fractional sales offer, per se: Faced with the above, the greatest risk to Ownership, which is predicated on no annual fees accomplished via non-member rentals and event, is the depression of room rates in the mid-market properties. BMV LLC management has no control over this price adjustment. Notwithstanding, BMV LLC does have more control over non-room related pricing, i.e., events which utilize more than just the rooms... barns, paddocks, the entire property... for the regional "inventory" for our venue and elements type is less than rooms which are everywhere! However, there are entrepreneurs in addition to Air B& B which are attempting to organize farms, industrial venues, and other non-standard venues to become the "new normal." Additionally, there is growing threat presented by non-profit organizations, of which The Berkshires are saturated, that are now competing with for-profit businesses in the area of events under the banner and cry (i.e. whimper) "if we cannot bring in "this money" our donations are not sufficient and we will not be able to deliver our benefit," of which many benefits are already so thin that they should be challenged by the IRS.
Risks related to the Fractional Owners & Their Memberships:membership:
(i) Other Owners. For the most part, these risks mirror the risks in any neighborhood, condo association etc.... one may not like another member. Further, since BVM LLC does not discriminate based on race, religion, etc, for bigots, membership could become unacceptable though, at the time of becoming a member, it was since there was no member which was the victim of the already established member's bias. BMV LLC is not an association of exclusivity as even allowed by IRS 501-c7 code (religious or race-related organizations). Bottom line, BMV LLC is a prima facia risk to people and entities who do not espouse diversity.
(ii) Managers. On a daily basis, BMV LLC managers have to make decisions, perform duties, prioritize repairs, and even adjudicate matters (hopefully few) which may not coincide with a Fractional Owner's thinking or opinions. The non-managing Owner's sole remedy is to discuss the matter with the managers. If the problem is more widespread than one member, then a meeting should be called, but again, there is no guarantee that the will of the group will become the dictate to the managers.
Use of Proceeds
Buying-out the Founding Member: One for one transaction.
Prospective member buys a unit, Dunham sells the unit.
No escalation in price as the units become more scarce
No dilution of ownership through the issuing more fractional units.
Transaction Expenses: Administrative. Legal. Fees: Finder. Agency Selling
Purchase, Replace or Repair to Appliances, Heaters, Alarms Systems, Buildings: Estimated $75K - $100K
Purchase, Replace or Repair to Equipment: Estimated to be $15 -20K
Industry Marketing Connections: Association beyond the present are to be determined
Valuation: The Property is valued at $7.5 Million Dollars, USD. This is higher than the Town of Richmond's assessment.
This amount reflects the initial purchase price, major capital improvements, on-going modification and enhancements, and a modest R.O.I.
Further, this amount reflects the desire to offer membership shares WITHOUT ANNUAL FEES for expenses. This is NO SMALL FEAT. The hospitality industry is experiencing disruptions as are other industries due to competitions enabled by the Internet.
Company Initial Capitalization: The purchase... The immediate improvements... the ongoing major & minor repairs
Historical financials: None being provided. Read Operating Disclosure
Full Operation: Yes. The Guest Quarters, Barns, Arenas, Stalls, Paddocks, Courses & Fields are operational
Forward-Looking Statements & Management Discussion
Expansion of Manager-Managed LLCs, a la BMV LLC:
Expansion of sport-horse health and safety through advocacy: WIP
Expansion of property through the building of 3 duplex condos: TBD
Timeline To Achieve Full Retirement Of Founder/Owner: ASAP
Commentary: "Now Is The Time" based on the influx of big money into The Berkshires that is going to separate markets
Litigation | Taxes | Mortgages | Obligations
Litigation: There is no pending litigation in which BMV LLC is a defendant.
Tax Matters: Current with all related taxes are current.
Mortgages: There are no mortgages on the properties.
Material Contracts: There are no material business or long-term contracts involving BMV LLC as a party.
Provided Upon The Qualification
of the Prospective Buyer's Interest
Corporate Documents. Certificate of Formation/Incorporation, Operating Agreement for Manager-Managed LLC
Notices to Prospective Buyers
Nomenclature: The purpose of all the words that follow and that are in Berkshire Meadow Views LLC's Agreements
is to clearly articulate BMV LLC's Ownership/Membership
KEY among the words is the distinction between owner/ship and member/ship.
It will be easy for one to be confused if one does not appreciate the distinction from the start
because of the common practice surrounding LLCs where owners are called members
whether they are managing and non-managing.
THIS IS NOT THE CASE WITH BMV LLC.
There is a DIFFERENCE between owner/ship and member/ship.
This is primarily due to BMV LLC's unique underlying concept of
Fractional Ownership which attempts to finance all operational
owners’ expenses through Owners’ Add-on use; non-owner mem-
bership use, a la Social; and non-owner-non-member outside use
by locking-out owners at scheduled times to generate
revenue from high-dollar events.
Ownership: Fractional Ownership is absolute. It is based on X dollar(s) for Y fractions of Ownership(s). Ownership relates to one's proprietary interest -- by the entirety -- in Berkshire Meadow View, LLC (BMV LLC) which owns the property and does business under the trade name of TIARA EQUEST. ™ As stated in the Ownership Agreement, ownership in the BMV LLC does not give a Fractional Owner a vested right to a sub-division or an easement or lien on the property.
Membership: Basic Owner Membership is the privilege (license) granted through Fractional Ownership. The concept of a Basic Owner Membership is to provide parity across all Fractional Owners because Fractional Owners are neither all the same nor have all the same desires in ownership. For these reasons, Supplemental & Class Memberships, such as Equestrian, exist to provide a la carte benefits & privileges for Owners as well as non-owners. Membership classes, other than Basic Owner Memberships, DO NOT include ownership. More detail is provided in the BMV LLC Membership Agreement.
Benefits: Membership conveys benefits based on the type of member and discounts which are equal across class types. The Basic Owners Membership is based on double occupancy. Regardless of type, one ownership gets one vote.
Distinctions: There are two regarding BMV LLC's Fractional Ownership:
(1) The first is that Fractional Members are assigned various rooms... though there are limits to the assignments due to family memberships (infants and young children require cottages) and perhaps pets (currently there is one pet-tolerant cottage). A membership does not match that member to a particular room.
(2) The second is that members will cover all expenses (see Risks) through the renting of the property to non-members. In essence, the goal is that there will no annual expenses which are the bane of most other timeshare arrangements. This may not happen for two reasons:
(i) The members decide that they would rather pay expenses than have non-members using their facilities.
(ii) The hospitality market in The Berkshires becomes so glutted that guest and event prices fall to meet competition.
Due to this possibility, it is important for BMV LLC to stay above the nominal market and remain exclusive
where price sensitivity does not exist. Sell price through value... not value through price.
Stages: There are two stages in the development BMV LLC Fractional Ownership which meet TWO GOALS of the Mission
(1) The first stage exists as long as Carl M. Dunham Jr -- Founding Member -- is a fractional owner. This distinction exists to assure that through the execution of the mission/s stated in this website, the value of his memberships, which are liquidated by sale to new members, remains steady.
(2) The second stage begins once Dunham's fractional ownership is zero. The then-existing members have complete control over the future of the LLC. In this way, Dunham will have preserved and hopefully guided the continuation of the LLC as a historic farm and stable.
Market: There is no public trading market for the sale of fractional memberships in the LLC. There are limitations on selling.
Risk: There is a nominal degree of risk in the purchase of a fractional membership. It is discussed in RISKS.
Restrictions on transfer of memberships: Memberships must be sold back to the LLC or transferred with approval by the LLC-- which approval will not be unreasonably withheld. Failing the sale success of either of the previous, the member may advertise the sale of his/her/its memberships ONLY WITH THE EXPRESS APPROVAL BY THE MANAGERS OF THE LLC FOR THE EVENT, THE ADVERTISING AND THE SALES PRICE.
Representations: No one is authorized to make representations outside the offering materials presented by the LLC. The prospective member cannot rely on statements or casual remarks made “on the side.” They are not incorporated by reference into our Sale and User Agreement with Exhibits, plus any other representations made in this official offering website that qualify their authenticity.
Advice: No legal, business, or tax advice is provided by BMV LLC. Prospective fractional buyers and outright buyers need to hire their own counsel or choose to not hire counsel, but they CANNOT rely on BMV LLC or our legal counsel. Regardless, the next two Notices are posted because "latitude" has been built into the Member User Agreement to sub-let stays.
Moonlighting: Via BMV LLC's Membership Agreement, BMV LLC allows "moonlighting" -- the sub-renting a scheduled visit. Moonlighting does not convey any further privileges or discounts to the replacement guests. There are two ways that this may be accomplished; and, there are regulations for each process.
Member rents to a sub-renter -- the Member is fully responsible for the sub-renter. Member takes full amount.
Member turns over the date/s to the LLC to attempt renting - LLC is responsible. Member gets a % of rental, if rented.
Tax Deductibility of Membership: Yes... No... Maybe. Depends upon member's use. See your attorney or tax advisor. The following are listed only to illustrate some possibilities... They are not advice.
If the dates are given as rewards to employees/customers/prospects. Perhaps "yes" to the extent of IRS rules.
If not for rewards, but for business; selling art... shopping for a horse...etc. Perhaps "yes" to the extent of biz expense.
If pure pleasure ... Tanglewood, Museums, etc. Probably not unless there is a non-profit activity related to the visit.
Buy Back: Fractional Owners at the time of the withdrawal due to an outright sale will be paid their initial purchase price. Any stays, discounts, or other benefits garnered during this time will not incur a charge or charge-back. They are our gift!
Withdraw Offer: This offer may be withdrawn without notice or reason or for an outright sale.
The opportunity prospective fractional or out-right buyers to ask questions is without limit:
Contact John David Sottile, General Manager, for fractional and initial out-right sale questions.