senior lifestyle associates | executive summary

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EXECUTIVE SUMMARY

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Page 1: Senior Lifestyle Associates | Executive Summary

EXECUTIVE SUMMARY

Page 2: Senior Lifestyle Associates | Executive Summary

2SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

INTRODUCTIONSenior living is a burgeoning industry driven by an exploding senior population and demand from an aging demographic with increasing needs for specialized residential requirements. This demand will drive strong growth in the senior living industry over the next several decades. The baby boomers are the largest generation in U.S. history, constituting a sizable demographic wave. With 82.8 million people born between 1946 and 1964, the baby boomers represent over 30% of the U.S. population.

Senior living represents a combination of real estate and professional care with high-quality housing and nursing care facilities offering a wide range of alternatives from choice-based options such as independent living in early retirement to needs-based facilities including assisted living and skilled nursing as care requirements increase. The growth of the senior living industry will continue, notwithstanding whatever macroeconomic trends prevail, with the industry proving exceptionally resilient through economic downturns.

United States Senior Population, Projected

0

22,500,000

45,000,000

67,500,000

90,000,000

1900 1910 1920 1930 1940 1950 1960 1970 1980 1990 2000 2010 2020 2030 2040 2050

Age 65-74 Age 75-84 Age 85+

Peop

le 6

5+

Source: Department of Health and Human Services

Page 3: Senior Lifestyle Associates | Executive Summary

3SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

THE COMPANYSenior Lifestyle Associates, Inc. (“SLA” or the “Company”) is a newly formed Delaware corporation engaged in the acquisition and management of a broad spectrum of senior living facilities on a national basis. The principal shareholders of SLA are Trilogy Capital Group, LLC and Aeon Partners, LLC (see below).

BUSINESS MODELThe senior living industry is highly fragmented and lends itself to a national “buy and build” or consolidation strategy. Management believes that a large pool of prospective acquisitions exists offering substantial opportunity for an emerging growth public company. This consolidation model is ideally suited for the senior living industry due to significant fragmentation coupled to the increasing demand of a broad spectrum of senior living needs. In the current market, transaction activity remains high and SLA management believes relative valuations remain attractive through for the foreseeable future.

Significant transaction activity has increased in the senior living sector. 2013 experienced record deal volume with 223 announced transactions - up 15% from 2012 - supported by a strengthening economy which boosted operating performance, capital availability and the low interest rate environment. M&A spend totaled $10.9 billion, up 19% over 2012, which was $8.9 billion. While 2013 was a record setting year, 2014 was even more robust with $17.4 billion on more than 500 transactions.

With an objective of $100 million in annualized revenues within the first 24 months, the Company has initiated a comprehensive program to develop a robust pipeline of prospective acquisitions. SLA management has significant capital markets experience to drive a highly proactive M&A process calling for identifying, evaluating and acquiring prospective target operating companies. As an integral part of that process, the Company is commencing a program to execute buy-side agreements with certain M&A advisers, consultants and brokers to assist management in identifying and evaluating prospective target operating companies.

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17.5

35

52.5

70

2009 2010 2011 2012 2013Q1 Q2 Q3 Q4

Mergers & Acquisitions in Senior Living: Transaction VolumeSource: Irving Levin Associates

Page 4: Senior Lifestyle Associates | Executive Summary

4SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

THE OPPORTUNTIYAs noted above, a massive demographic shift is underway in the United States which will see the older population with significant increases to 70 million people by 2030, from its current 40 million, when more than 20% of the U.S. population will be over the age of 65. The 70+ population is expected to grow faster than any other age group from 28 million in 2010 to 53 million by 2030. America’s most senior demographic, age 85 and over, is anticipated to grow more than 3 fold, from 5.5 million in 2010 to 19 million by 2050.

Seniors are living longer due to healthier lifestyles and better access to healthcare with an increasing number living alone. Life expectancy is 79 years in the United States and is expected to continue to increase. According to the National Center for Assisted Living, the largest market segment in the industry are elderly people who live alone, particularly those who have no children, driving increased demand for services historically provided by spouses or other family members.

Industry analysts are forecasting a supply-demand imbalance based on demographic changes with nation’s senior population. A recent study analyzed the supply of senior housing units needed to satisfy demand from the anticipated change in demographics. On average, 18,000 new Independent Living (IL) and Assisted Living (AL) units would be needed each year to meet demand during the period 2010 to 2015 and more than 25,000 from 2015 to 2020. By comparison, about 10,000 units were delivered in each of the years 2012 and 2013. The demand-supply gap is on track to accelerate its divergence until year 2060 as the increase in population of the 80+ demographic significantly outpaces the increase in senior living units suppled representing an excellent opportunity for Senior Living Associates.

United States Population Growth by Age Segment, ProjectedSource: Department of Health and Human Services

Projected Growth Rate, From 2010 to 2030

Age

Rang

e

0% 22.5% 45% 67.5% 90%

0-19

20-49

50-69

70+

8%

8%

13%

89%

United States Senior Housing Market Growth, 2005-2019(E)Source: IBISWorld

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Page 5: Senior Lifestyle Associates | Executive Summary

5SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

Also driving the market opportunity is the affluence of adult children and an overall acceptance of the Senior Living lifestyle for aging parents who may “reverse-migrate” as the need for support increases. Adult children are a key driver in the decisions made by aging parents.

The AARP Public Policy Institute notes that the number of family caregivers is also decreasing resulting in a “care gap.” The Institute goes on to note the supply unlikely to match future demand. In 2010, the elderly support ratio (defined as the number of potential caregivers aged 45 to 64 for each person aged 80 and older) was more than 7-to-1 and is projected to decline sharply to 4-to-1 by 2030 and 3-to-1 in 2050, when all boomers will be in the high-risk years of late life.

As a result of seniors living longer, issues related to acuity will force greater demand for skilled housing. Memory care is viewed as a growth area for senior housing operators. According to statistics reported by the Alzheimer’s Association, 5 million people age 65 and older have Alzheimer’s disease. By 2025, that number is estimated to reach 7.1 million, and will triple to 13.8 million by 2050. That translates to more than 15% of the 65+ demographic having an Alzheimer’s diagnosis within the next forty years. Cost of care is also rising. The Alzheimer’s Association estimates that spending on Alzheimer’s care will grow from $127 billion in 2010 to $1.08 trillion by 2050.

United States Nursing Care Market Growth, 2005-2019(E)Source: IBISWorld

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THE MARKETMarket analysts estimate the U.S. senior housing market at $60 billion, defined to include independent living facilities, assisted living facilities, and continuing care retirement communities. Nursing care, defined as skilled nursing facilities, nursing homes, and hospice centers, is estimated at more than $128 billion.

The National Center for Health Statistics estimates expenditures for “long-term care services” between $210 and $306 billion, which include a variety of settings in the home from a home health agency, adult day services centers, residential settings from assisted living communities, or in institutions from nursing homes. Others value the senior housing market at more than $300 billion.

7%5%

24%

64%

For-Profit Skilled Nursing Facilities/Nursing HomesNonprofit Skilled Nursing Facilities/Nursing HomesGovernment Skilled Nursing Facilities/Nursing HomesHospice Centers

Nursing Care Market: Revenue by SegmentSource: IBISWorld, Provider Magazine, and Barclays Research.

2014 Revenue: $127.5 Billion

Page 6: Senior Lifestyle Associates | Executive Summary

6SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

Despite a steady flow of mergers and acquisitions in recent years, the senior housing industry remains highly fragmented. According to one market share analysis, the top 25 independent living operators in the United States represent an estimated 24.5% of all units, while the top 25 assisted living operators only represent 37.7% of all units. The top 25 nursing facility operators represent 22% of all beds. In another analysis, share of market was divided among non-REITs (21% share) and REITs (9%), with the remaining 70% of senior housing properties owned by “mom and pops” (i.e., defined as owners of 15 or fewer properties).

Large operators are looking to participate at each vertical across the continuum of care from independent living to assisted living to memory care and skilled nursing, as well as offer ancillary services which might include outpatient therapy, pharmacy, home health, and hospice, among others. It is estimated that more than 80% of the top 25 nursing facility operators also provide assisted living and more than two-thirds offer independent living. Other services offered include outpatient therapy (80%), pharmacy (40%), home care (52%) and hospice (76%).

FINANCINGThe senior living industry has attracted significant investor interest with the sector seeing increasing capital inflows from an increasing number of equity and debt providers. Experienced operators continue to garner attention from public and private institutional and private equity investors.

Institutional Real Estate’s annual 2013 Plan Sponsor Survey, which ranks commercial property by degree of attractiveness for investment, saw senior housing top the list for the first time ever. The sector proved its resilience in the recent economic cycle, outperforming other property types, according to NIC. Occupancy rates did not see as steep a decline. Rent growth remained positive throughout the entire cycle when every other property type saw significant declines.

Robust liquidity in the credit markets has made debt financing more accessible with commercial banks, commercial finance companies, and government agency lenders (HUD, Fannie Mae, Freddie Mac) committing increasing capital to the sector. Operators are taking advantage of low interest rates with refinancing, recapitalizations and acquisition financing all seeing a surge in volume.

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Q1

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Q4

2009

Q1

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75

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4639

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5054

42

536863

55

6158

4232

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3526

19

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4358

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65286

248

227208

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188211176

214226230

168204

234

161145

197

111120

91

113

233207

191

268211222

207

240214

219207

199192161147

235164160137154163166

1201341411221001319697

58114

148132107145156141

106151125148119

$25m-$50M $50m - $250m $250m - $500m

$70

$60

$50

$40

$30

$20

$10

$0

Transaction Value ($ in Billions)

Senior Housing Valuation TrendsSource: S&P Capital IQ

Based on announced deals, where the primary location of the target is in the United States.Middle market enterprise values between $25 million and $500 million.

Page 7: Senior Lifestyle Associates | Executive Summary

7SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

SLA TIMELINE

Phase 1 Q2 ‘15

The formation of Senior Lifestyle Associates, Inc., a privately-held holding company which will serve as the platform company executing a buy and build strategy in the senior living industry. The Company is being positioned for an Initial Public Offering (“IPO”) subsequent to its Form 10 filing and acquisitions generating a minimum of $25 million in revenues. Management believes that the IPO will take place no later than 12 months following the Company’s initial acquisition (see Form 10 Pathway to Initial Public Offering below).

Phase 2 Q3 ’15

Develop a robust pipeline of prospective acquisitions. This will be accomplished through the generation of high level industry visibility for the company launch, the engagement of buy-side brokers and investment bankers with a broad outreach program to the principals of senior living facilities.

Phase 3 Q3 ’15

To identify, negotiate and contractualize the Company’s initial acquisition pursuant to a definitive agreement (“Definitive Agreement”). It is anticipated that this initial acquisition will become the base of operations for the Company as well as potentially contribute key executives to the senior management team and the Company’s board of directors. It is anticipated that the initial acquisitions will have a minimum of $25 million in aggregate revenues with a target of $40 million and cash-flow positive.

On completion of the initial acquisition, the Company will commence the preparation of a Form 10 registration statement resulting in the Company becoming a fully reporting public company.

Phase 4 Q1 ’16

The middle stage objective is to reach $100 million in annualized revenues in the Company’s first full year of operations. Management believes this provides “critical mass” and the requisite industry credibility. With an active market and industry credibility, the Company will seek to accomplish accretive acquisitions with greater degrees of company stock serving to deleverage the Company’s balance sheet, drive cash flow and earnings.

ACQUISITION FINANCINGSLA will acquire facilities through a combination of cash, seller notes, earn outs and public company stock. SLA pays no more than 40% cash on any acquisition it executes. The remainder is allocated between stock and either a note or earn-out with a heavier weighting toward the former. Although the acquisition consideration is structured, an SLA transaction provides three distinct benefits to the principals of an acquisition. First, a significant liquidity event for the sellers. Second, the creation of a significant equity position in an emerging growth public company. Third, ongoing employment at customary industry compensation.

It should be noted that an SLA acquisition utilizing a minimum of 40% of SLA’s public stock may result in a tax-free or tax-deferred event for the seller.

Section 368 of the Internal Revenue Code recognizes three types of corporate acquisition structures that qualify as tax-free (or tax-deferred) reorganizations:

20%

40%

40%

Cash Stock Note or Earn-Out

Pro Forma Acquisition Structure

• Type “A” Reorganization (stock-for-assets acquisition) • Reverse triangular merger

• Statutory merger or consolidation • Type “B” Reorganization (stock-for-stock acquisition)

• Forward triangular merger • Type “C” Reorganization (stock-for-assets acquisition)

Page 8: Senior Lifestyle Associates | Executive Summary

8SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

FORM 10 PATHWAY TO INITIAL PUBLIC OFFERINGSenior Lifestyle Associates is committed to early and significant liquidity for its investors. While senior management of SLA has substantial expertise in APOs or reverse mergers that could support early liquidity, recent SEC and exchange rules applied to reverse mergers have made the process less attractive. The Form 10 process is more efficient, less expensive and can bridge the entry to a major exchange. By way of example, there are sophisticated private equity firms that see value in the private space but are restricted to public-only investments. By publicly filing with the SEC after Form 10 effectiveness as a fully reporting company with a symbol, SLA is able to create a larger audience of prospective institutional and retail investors. In addition, as a fully reporting company, maximum transparency can support capital formation and market visibility.

MANAGEMENT & BOARD OF DIRECTORS

ALFONSO J. CERVANTES Chairman, CEO, President, and Director

Mr. Cervantes, 65, is Chairman, CEO and President of Senior Lifestyle Associates. Mr. Cervantes is Chairman of Trilogy Capital Group, LLC, a private equity firm and a principal shareholder of SLA. For over 30 years Mr. Cervantes has accumulated extensive experience in diversified businesses in the public markets with a proven strength in corporate finance. Since 2002, Mr. Cervantes has been Chairman and Chief Executive Officer of Trilogy Capital Partners, Inc., a New York-based financial services group and affiliate of Trilogy Capital Group. His experience

includes M&A, APOs, strategic communications and reorganization of middle-market companies. Both as a principal and a financial services professional, Mr. Cervantes has facilitated a significant number of corporate finance transactions. Most recently, Mr. Cervantes founded Staffing 360 Solutions, Inc. (OTC Markets: STAF), an emerging growth public company engaged in the provision of temporary staffing services on a global basis. In a period of five quarters, Mr. Cervantes completed five acquisitions, facilitated approximately $25 million of debt and equity financing and drove Staffing 360 to over $140 million in annualized revenues. Effective December 31, 2014, Mr. Cervantes resigned Staffing 360 to assume full time responsibilities as an officer and director of SLA.

Form 10 to IPO Pathway

Series A BridgeUp to $1 Million

Series B PIPEInitial Acquisition$5 - $10 Million

Form 10Registration and 15c2-11FINRA Application for Symbol

Trading on OTC

NASDAQ IPO$30-$60 Million

Public Company Reporting to SEC (non-trading)

Reach Major Exchange Minimums(shareholders, share count, etc.)

Page 9: Senior Lifestyle Associates | Executive Summary

9SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

MICHAEL A. BRIOLA Senior Vice President

Mr. Briola, 45, is Senior Vice President of Senior Lifestyle Associates. He has over 22 years of executive management experience leveraging his highly diversified strengths in business development, product and technology development, marketing and communications, both domestically and internationally, with senior positions including CEO, CMO, President, and Executive Vice President. Mr. Briola’s entrepreneurial and business expertise is the result of his successes as founder and/or senior executive of companies in multiple sectors including homeland security, technology and marketing, with an emphasis on the market identification, commercialization and launch of emerging

technologies. Since 2009, Mr. Briola has been CEO and President of Motion Communications, a boutique consulting firm specializing in the development and execution of comprehensive financing and communications strategies for both public and private companies. From 2003 to 2008, Mr. Briola was Executive Vice President and subsequently President of Trilogy Capital Partners, a New York-based merchant banking, private equity and advisory firm focused on small to medium-sized public entities. Prior to Trilogy, in 2000, he co-founded and was Executive Vice President of Universal Guardian, a publicly-traded Homeland Defense technology firm specializing in the development and deployment of integrated waterside security systems and non-lethal weapons technologies for the United States Navy and other public and private clients. In the 1990’s, Mr. Briola’s previous roles include co-founder of MindArrow Systems, a publicly-traded, technology-driven marketing services company pioneering rich media communications for the Fortune 500. He is currently on the advisory boards of several public and private companies.

MARIA SARRIA General Manager

Maria Sarria is General Manager for Senior Lifestyle Associates. She brings to SLA a career deeply rooted in keen organizational and administrative skills. Prior to Senior Lifestyle, for seven years Maria was employed by Duramax International in Doral, Florida, an international manufacturer’s representative in the marine industry. Her administrative duties included office administration as well as support for the senior management team. Prior to Duramax, Maria served as Office Administrator for three years for 4WAY Distributors, a Miami-based food product distributor. Prior to 4WAY, Maria worked in various administrative capacities at a number of Southern Florida firms

including MapleWood Partners, a Miami-based Private Equity firm.

DOUGLAS F. GASS Executive Vice President

Mr. Gass, 57, is Executive Vice President of Senior Lifestyle Associates. He is also Managing Director of the Aeon Family of Funds. Mr. Gass brings to SLA over 25 years of capital markets experience. Prior to Aeon, Mr. Gass was Chairman of Flow Funds, Inc., an incubator of emerging growth companies in the South Florida area. He was also the co-founder of Strax Rejuvenation and Aesthetics Institute, Inc., which in 2005 was the largest plastic surgery group in the US.

Mr. Gass was also the co-founder of M.S. Farrell & Company, a Wall Street-based regional investment bank and brokerdealer which commenced operations in 1990 and was sold in 2001. Mr. Gass served as the Managing Director of Investment Banking. In 1993, concurrent with his activities at M.S. Farrell, Mr. Gass was named Vice Chairman and founding board member of Innapharma, Inc., a publicly held biotechnology company. Mr. Gass was the principal architect of approximately $25 million in debt and equity financing for the company. In 1986 Mr. Gass founded Douglas Gass and Associates, an OSJ registered with Hemisphere Capital, Inc., a national investment bank and money management firm. Mr. Gass graduated from Flagler College in 1981 with a BA in Psychology and BA in Business.

Page 10: Senior Lifestyle Associates | Executive Summary

10SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

BRENDAN REMPEL Director and Advisor

Mr. Rempel, 49 is a Partner in Aeon Partners, LLC, a private equity subsidiary of the Aeon Family of Funds, which he co-founded in 2014. Mr. Rempel has over twenty years of capital markets experience including institutional sales, investment banking and corporate finance. Mr. Rempel co-founded and built a Wall Street-based regional investment bank, M.S. Farrell & Co., Inc. to over 350 employees and over $1 billion in assets under management in ten years (1991 – 2001) and was instrumental in its ultimate sale to a publicly traded regional brokerage firm. During this time, his responsibilities were to oversee and drive retail and institutional sales, investment banking and

corporate finance. Mr. Rempel has personally facilitated significant equity capital for public and private companies across numerous industries. Mr. Rempel is also the Chairman and CEO of Rempel Ventures, LLC, a New Jersey-based consulting firm that develops and finances transactions where Mr. Rempel intends to take an active role. Mr. Rempel is the managing Member of Alternative Advisory Group, LLC, a New Jersey-based advisory firm that advises middle market companies, private equity firms and RIAs. Previously, Mr. Rempel was a founding partner of Moneta Capital Advisors, Inc., a New Jersey based Merchant Bank and Advisory Firm focused on the small to mid-cap market. Mr. Rempel has worked closely with investment funds, negotiated and structured complex debt and equity transactions on behalf of public and private companies, is a sought after creative financier and business consultant. Mr. Rempel has held Series 7, 63 and 24 licenses.

CAROLINE M. COTHRAN Social Media and Marketing Director

Ms. Cothran joins SLA as Social Media and Marketing Director. Her expertise includes significant social media skills used not only as public relations and direct marketing tools but also in the development of communication channels targeting a range of audiences with emphasis on the global investment community. Her primary objective for SLA is to drive market visibility for SLA’s portfolio companies being developed in a series of private-to-public transactions in multiple industries. Ms. Cothran has extensive of experience in social media, marketing, public relations and event-driven publicity with an emphasis on pivotal social media platforms such

as Facebook, Twitter, LinkedIn and YouTube. Ms. Cothran’s prospective activities will include the development of sophisticated financial communications’ strategies to encompass recently enacted changes in federal securities crowdfunding laws supporting broad distribution of offerings for capital formation.

Ms. Cothran has held a number of marketing positions in social media and marketing including Fox News Channel, Litton Entertainment, Sassy Shortcake and Sugarland’s Distilling Company where she led marketing and public relations initiatives to promote e-commerce to facilitate business development and revenue generation.

In 2012, Ms. Cothran was the Social Media and Marketing Intern for Biohabiats Inc., managing social media content and creating special public relations projects for the company. Previous to this, Ms. Cothran has over five years of experience as a Sales & Customer Service Associate for large retail companies within Southeast USA.

Ms. Cothran holds a Bachelor of Arts degree in Communications with a minor in Creative Writing from College of Charleston.

ANDREW SKLAR Finance Associate

Mr. Sklar is a Finance Associate at Senior Lifestyle Associates. Mr. Sklar has significant and diversified capital markets experience with the majority of his educational and professional career in positions focused on valuation analysis and value creation. Mr. Sklar brings to SLA significant expertise in executing deep financial analyses and modeling for prospective SLA transactions. Mr. Sklar is a graduate of the Masters of Science in Finance program at The University of Miami. His academic career included extensive studies on Portfolio Optimization and Quantitative Finance. Prior to attaining his masters, he received his bachelors in Finance from the University

of Central Florida. His professional experiences include Operating Partner at Spring Weekend, a Ft. Lauderdale-based annual national collegiate music event, a Financial Advisor Trainee at Edward D. Jones and Analyst Intern at Florida Mezzanine and Penta Mezzanine funds in Orlando. Mr. Sklar is currently a CFA Level 1 candidate for the December 2015 exam. Mr. Sklar has held a Series 7 license which he received in January 2013.

Page 11: Senior Lifestyle Associates | Executive Summary

11SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

MICHAEL A. MENDILLO Director and Advisor

Michael A. Mendillo, 48, is President and Principal of FirstService Residential’s Mid-Atlantic Region. FirstService Corporation, the parent, is a publicly held NASDAQ corporate (FSRV), generates more than $2.5 billion in annual revenues with 24,000 employees world-wide and an approximate market capitalization of $2 billion. For the past 17 years, Mr. Mendillo has been an equity partner with FirstService Residential, the largest residential management company in North America servicing more than 6,500 communities and 1.5 million homes including residential management of a significant number of senior living communities. Mr. Mendillo bears P&L responsibility for

the Mid-Atlantic’s approximate $80 million (revenues) division. As President and Principal, Mr. Mendillo’s responsibilities include client retention, leadership development, culture building, organizational growth and strategic initiatives. Mr. Mendillo possesses first-hand knowledge of industry and corporate trends and concerns, having negotiated and concluded agreements with some of the largest residential communities within the region. Mr. Mendillo also currently sits on the Board of Directors for INVENT Ventures (OTCQB: IDEA), a publicly-traded incubator and investment fund that builds and invests in transformative web and mobile technology companies. He also serves on the Company’s Audit Committee, Compensation Committee, and Governance and Nominating Committee. Mr. Mendillo is considered an industry expert and has appeared as a keynote speaker and panel member on such topics as customer service, leadership, human resources management, achieving and sustaining business success and growing your company in today’s climate.

DEMETRI MALLIOS Director and Advisor

Demetri Mallios, 44, is the Chairman, Founder and Manager of the Aeon Funds. Mr. Mallios is also a Partner in Aeon Partners, LLC, a private equity subsidiary of the Aeon Family of Funds, which he co-founded in 2014. In addition, he is the Head of Investment Banking and co-owner of Corinthian Partners, LLC, a FINRA member full service securities firm and investment bank. He has had a diverse career over the past 20 years as a corporate consultant, financial advisor, investment banker, executive and entrepreneur. Mr. Mallios has led and participated in transactions including IPOs, PIPES, Registered Directs, Overnights, Reverse Mergers, M&A transactions, and other private and public

offerings in the US and abroad. Previously, he was the Branch Manager of the NY office of Paulson Investment Co. Prior to Paulson, he was the Head of Investment Banking at John Thomas Financial (JTF), the President of JTF Private Wealth Management and Manager of the JTF Multi Opportunity Fund(s). Prior to JTF, Mr. Mallios was with Huading Capital, where he held positions such as Head of Finance & Acquisitions of Blossom Management International, representing private equity funds in the US, Hong Kong, and China, and COO of Ashir Group, headquartered in Beijing, which focused on Chinese small and medium sized enterprises. Prior to Ashir, he was a partner with White Stable Ventures LLC, a San Francisco based private equity firm focused on emerging growth companies. Prior to joining White Stable, Mr. Mallios was CEO of Xnergy Financial Corporation, a FINRA member, Los Angeles based boutique investment bank specializing in small and micro-cap companies. Prior to graduating to investment banking, Mr. Mallios spent many years as a financial advisor and portfolio manager with such firms as Lehman Brothers, Bank of America and UBS where he managed private, corporate and high-net worth individual client assets. Mr. Mallios studied Architecture and Design at Pratt Institute and Business Management at Brookdale College. He currently holds FINRA Series 24, Series 7, Series 79, Series 63, and Series 65 licenses.

Page 12: Senior Lifestyle Associates | Executive Summary

12SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

FOUNDING SHAREHOLDERSTRILOGY CAPITAL GROUP, LLC. Trilogy Capital Group, LLC is a Delaware Limited Liability Company and private equity firm based in Miami, Florida. Trilogy Capital Group and its predecessor company, Trilogy Capital Partners, Inc., are a financial services group which have been engaged in Private Equity, Merchant Banking and Financial Advisory since 2002.

AEON PARTNERS, LLC. Aeon Partners, LLC is a Florida Limited Liability Company and private equity firm with its principal office in Red Bank, New Jersey. Aeon Partners is a subsidiary of the of the Aeon Family of Funds, a family of alternative investment funds.

SUMMARY• The senior living industry represents a high growth opportunity;• Benefits from conversion of private-to-public valuations, especially considering an industry EBITDA multiples for

public senior living companies;• Significant industry fragmentation supporting the significant benefits of consolidation;• Anticipated robust pipeline of prospective accretive acquisitions; and• Seasoned executives with capital markets and public company experience.

MISSION STATEMENTSenior Lifestyle Associates is capitalizing on unprecedented opportunities in the Senior Living industry driven by the growth of a rapidly expanding senior population through the execution of a highly proactive buy and build strategy. SLA is committed to generating significant revenues and earnings while providing superior value for our residents, partners and shareholders.

Page 13: Senior Lifestyle Associates | Executive Summary

13SENIOR LIFESTYLE ASSOCIATES EXECUTIVE SUMMARY 2015

ASSOCIATED PROFESSIONALSISSUER’S COUNSELTroyGould, LLPAlan Spatz, Esq.1801 Century Park East, Suite 1600Los Angeles, CA 90067-2367310.789.1231 [email protected]

SPECIAL COUNSELRein and Associates, LLCRobert Rein, Esq.10866 Wilshire Boulevard, Suite 400Los Angeles, CA [email protected]

RESEARCH AND ADVISORYPatrick Murphy, CFAMurphy Analytics, LLC2309 Ossenfort RoadSt. Louis, MO [email protected]

COMPANY CONTACTAlfonso J. Cervantes – Chairman and CEOSenior Lifestyle Associates, Inc.990 Brickell Avenue, Suite 401Miami, FL 33132T: 786.749.1221C: [email protected]