Honey Bee Homes - Australia
The Investment Model
Direct Investors: An Overview
A Direct Investor is an Expansion Partner who we work with directly rather than through an intermediary. We are happy to work with intermediaries but some terms and conditions may be modified to better align with the interests of all parties.
Investment Model Flow
Cash Investor
Make available Investment Funds for draw - the amount drawn down will align with the value of a specific property being purchased.
Receive Deed of Loan - as part of property purchase, a Deed of Loan will establish a full investor as holding first mortgage over the property; a partial investor will receive a caveat.
Receive HBH shares - every $1M invested will earn a 1% HBH share grant. Grants will vest over five years - earned 1/5th per year until fully earned at the end of year 5. Details provided in the Shareholders Agreement.
Example: $3M investment earns 3% equity grant, vesting 0.6% per year for five years.
Receive Interest payments - within 6 months of settlement date, interest-only payments will start. Rate offered is 7-8% as at October 2025.
Example: At 8% interest, $3M value investment will attract annual interest payments of $240,000, paid as $20,000 monthly.
Sale of Property - at some future point, HBH secures a market-rate buyer for “your” property. Loan principal is returned. (Example: $3M). Capital Gains Tax is calculated and paid with Net Gain distributed to investor.
Example: $3M original property sells for $4.5M. Capital gain is assessed at $1.5M. HBH handles taxes. Returns net gain from property sale to investor.
Share in Exit Value - at some future point, all of HBH is acquired. Equity holders receive payout for their shares - net after taxes and selling costs.
Example: HBH accepts $100M acquisition offer. A $3M value contribution, full vested investor holds 3% of HBH shares. Exit event provides $3M financial gain to investor, before taxes and transfer costs.
Summary -
Invest $3M in HBH - investment attaches to property
Receive monthly Interest rate payments
Receive net gain from future property sale - amount depends on capital growth amount less taxes and selling costs
Receive net proceeds from HBH acquisition - amount depends on sale value and individual investors shareholdings
Investment Model Flow
Asset Investor
Partner Asset into HBH network - property asset will be assessed against “ideal property profile” criteria. Contribution value will be agreed upon once HBH accepts the property.
Enter Lease Agreement - Property Title remains with the asset owner. Enter 5+5 year lease agreement with HBH.
Receive HBH shares - every $1M invested will earn a 1% HBH share grant. Grants will vest over five years - earned 1/5th per year until fully earned at the end of year 5. Details provided in the Shareholders Agreement.
Example: $3M investment earns 3% equity grant, vesting 0.6% per year for five years.
Receive Lease payments - within 6 months of asset acceptance date, lease payments will start. Rate offered is 7-8% as at October 2025.
Example: At 7% interest $3M value investment will attract annual lease payments of $210,000 as $17,500 paid monthly.
Sale of Property - (optional) made at the owners discretion. Any sale will carry the HBH Lease Agreement unless otherwise negotiated. HBH has right of first refusal to purchase the property at market rates. A sale stops vesting for any unearned HBH equity.
Share in Exit Value - at some future point, all of HBH is acquired. Equity holders receive payout for their shares - net after taxes and selling costs.
Example: HBH accepts $100M acquisition offer. A $3M value contribution, full vested investor holds 3% of HBH shares. Exit event provides $3M financial gain to investor, before taxes and transfer costs.
Summary -
Invest $3M in HBH via asset assignment agreement
Receive monthly lease payments
Owner controls property sale - any capital gain from future property sale belongs to owner
Receive net proceeds from HBH acquisition - amount depends on sale value and individual investors shareholdings
About HBH Company Shares for Participants
We value investor participation
The focus on property expansion is key to our growth. This is why we are focusing attention on attracting Expansion Partners who can help us secure property.
But expansion is also about increasing our value via market size and revenue growth. Combining property value growth plus revenue growth gives HBH strong commercial value.
Quid pro quo
We are giving shares to round out strategic aspects of the business. In exchange for company shares we expect:
First right of refusal to buy your property (at market rates) if/when you want to sell
Long-term lease agreements
Help with identifying further expansion and/or exit opportunities
Shares gives economic value but not voting rights or control
You will have access to information to monitor the HBH business, but no voting rights. The economic value of the equity will be determined solely by HBH leadership, in the best interests of all shareholders.
HBH Share Grants, Vesting and Payout
Guidance on HBH Shares
Grants model - 1% of HBH company shares is granted for every $1M invested in Phase 1.
Vesting - set on a five year schedule, earned annually. That means you earn 1/5th of your share grant every year for five years until fully earned.
Early-out option - If you decide to stop participating (e.g. sell your property or ask that your loan be closed) before the end of five years, your vesting will stop. You will own whatever shares have vested. The remaining shares are returned to HBH.
Accelerated vesting - In the event of an Exit (company sale and/or change of control) before your five year vesting is achieved, we will accelerate one year of outstanding vesting at the time of the Exit. For example, if you are 2/5ths vested, you will accelerate to 3/5ths.
Multiple grants available - If you decide to participate multiple times as an investor, a new share grant will be made with each new investment made.
Syndication - If you are part of a syndicate or consortium (group of investors represented through a single entity), you will need to make your own plans for how shares are earned and split within and across participants in your group. We will only recognize a single entity.
Non Voting / All Economic - Shares do not come with voting rights. Only economic rights will attach to your vested shares. They will be paid out on a percentage ownership basis once the company is sold. There are no annual dividends. Details will be available in the Shareholders Agreement.
What happens after 5 years of vesting?
No further grants are made. Further shares can be earned through further investment.
Hold your vested shares until an Exit event. Shares are only expected to be market-valued once a buyer makes a purchase offer for HBH.
There is no share buy-back plan anticipated at this stage.
Expansion, Exit, Shares
Expansion Plans
HBH is moving to expand inside a rapidly growing industry. Stage one expansion to five properties will get us on a proven expansion track.
Stage two expansion to 10 properties puts us in a strong brand position.
Licensing Models will be considered as part of stage three expansion.
Exit Strategy
The Aged Care industry is starting to experience consolidation that will likely continue for some time: larger enterprises buying smaller regional or boutique operations, such as HBH.
With our eye firmly on maintaining high aged care standards and impeccable service to our residents, we believe interest from a potential suitor (acquirer) is highly probable.
All Exit considerations will use a balanced approached. Obtaining shareholder value will be paramount along with capitalizing on resourcing opportunities to drive greater transformation of the aged care industry.
Share Value
Share value is expected to be realized through an exit (or acquisition) event.
Current projections for 10 operating locations puts estimated exit value at around $100M (value of property holdings combined with annual operating revenue). This estimate assumes property value increases over time. Plus an expectation of multiples being paid for current annual revenue and projected revenue growth.
Alternative share valuation approaches will be considered if offered.
Frequently Asked Questions
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As an asset investor, you control your property. You can sell it at any time, though we have incentives for you to hold it with us for at least 5 years. First, check if we want to exercise our right of first refusal to buy your property. If so, we’ll work with you on establishing a fair market purchase value. If not, you are free to sell on the open market. If your five-year vesting period is incomplete at time of sale, any non-vested shares will return to HBH. Any existing lease agreements will remain in effect as part of the property sale.
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There is no primary or secondary market being set up for trading HBH shares. HBH is not planning a formal buy-back option but may from time-to-time make this available. The shares are expected to only be made liquid upon an Exit event (HBH sale or change of control).
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You should get financial advice on whether investing is right for your situation or circumstances. What makes HBH unique is an investment that is tied to real property for risk mitigation, access to predictable and above-market residential lease or interest loan rates, plus a share in the upside of the larger business through shareholder participation.