Executive Summary

For Accredited Investors Only

Overview

Gravitas Infinitum, LLC (the “Company”) was established, to execute the strategy of buying companies that provide products and services for two market segments initially. These segments are the Nutraceutical Manufacturing and Modular Housing Manufacturing.  Our core principles are centered around being a “Socially Responsible” sustainable business.

The Company is seeking $250 million in Debentures or Convertible Promissory Notes to accomplish a roll-up of micro-cap companies.

Gravitas believes that these rapidly growing market sectors will continue to present numerous attractive investment opportunities for leveraged buyouts, recapitalizations and strategic investments.

The Company will primarily focus on companies located in southeastern region of the USA with enterprise values ranging from approximately $5 million to $50 million. Over the last year, Gravitas has facilitated research into these markets, the current available inventory of target companies, and capital availability.

The Company has also engaged in negotiations with several potential target companies to validate the thesis. Gravitas has the ability to target and source transactions on its own reducing buy side costs.

Gravitas focuses on existing great operating teams as targets, these are typically 5-30-year-old companies with $5-50mm in annual revenue, delivering 10%, or greater, EBITDA annually. Purchase prices are 2-6x EBITDA, or 25-125% of annual revenue. The target must also show annual growth of 5% of better, and fit within our Social Responsibility vision and mission.

Gravitas brings 6 core strengths to any acquired company. These are; Social Responsibility Values, Purchasing Power Aggregation, Logistics Aggregation, Digital Marketing, Sales/Advertising, and Digital Transformation and Automation of the business process functions. These are areas that small businesses ignore until much larger.

Gravitas’s investment philosophy is deeply rooted within each member of its team. The team will achieve strong economic returns by buying the leading companies. Gravitas’s team of Principals (as defined below) and advisors have the experience necessary to help the Company identify, invest in, and successfully harvest companies in the sector. Gravitas’s Team believe in the importance of trust‐based partnerships focused on the pursuit of both “value and values.”  We are managed by a social responsibility tenant of being a great socially responsible corporate citizen.

Strategy

Gravitas’s strategy is to acquire $350-500mm in top-line revenue producing companies in the next 3 years.  As the companies are conglomerated, we will improve operating margins, and accelerate revenue growth by consolidation of Logistics, Purchasing, Marketing, Sales, Advertising, and applying best practice on information support automation. Our target sectors are growing 15%+ per year.

Target Purchase Criteria is as follows:

  1. $5-$15mm in topline annual revenue
  2. >10% annual EBITDA
  3. Purchase price at 2-6x EBITDA or 25%-125% of annual revenue

Low-Risk – High Gain Formula

The Company expects to invest primarily in companies with strong Company Fundamentals. The Company plans to buy companies with the deal size ranging from $5-50 million. Typical enterprise values are expected to be $5-35 million.

Gravitas will employ an investment model that aims to generate superior risk-adjusted, above-market returns. The target company must have a strong existing operating team, and 5+ year proven track-record of profits. Finally, as Gravitas assimilates the targets we will be adding support in purchasing, logistics, marketing and sales.

Investment Highlights

The Company is planning on a series of raises with two tracks for capital formation.  Track one is for smaller investors and is an initial raise of $25mm through a 5-year Convertible Debenture priced at $100k per unit.  The Convertible Debenture has a selectable rate of return, and should accommodate most financial planning scenarios.  With the selectable rate, there is a variable conversion formula tied to the Convertible Debenture.  Track two is with UHNWI, Family Offices, Sovereign Funds, etc., and is focused on Socially Responsible investing utilizing debt and convertible debt instruments.

The approach of using Debentures will provide a lower risk investment than a direct equity investment as in a private equity fund, that carries the burden of fees, carries, capital calls, and direct equity risk.

The Convertible Debenture is fully covered by acquired companies free cash flows at a ratio not to exceed 50% debt maintenance to earnings.

The conversion feature if utilized, allows the Convertible Debenture holder to convert to equity and participate in the planned exit at a significant multiple on earnings.

Detailed information and investment documents available upon request.

Our Thesis shows 3 trends and defendable competitive advantages with market choke-points being controlled by the Company

Gravitas believes that the Company will have a sustainable competitive advantage in the roll-up for the following reasons:

  1. There is a steadily growing inventory of “Baby-Boomer” owned companies with no, or poor succession plans.
  2. The target sectors are growing 15%+ per year
  3. Our primary goal is to acquire “Micro-Cap” size companies conglomerate them together and exit with a “Mid-Cap” Company ready to sell at 10x+ multiples or IPO.
  4. By acquiring the best operators with long-term contracts, we can create a regional competitive advantage.

Attractive Market Opportunity

The segments provide products and services to consumers, business, and governments across demographic segments. The markets are large and highly fragmented, consisting of thousands of private businesses generating over $200B in annual revenues in the USA. Many of these businesses are young, relatively undercapitalized and in need of more fully developed management and systems infrastructures. The markets are forecasted to grow at 15% per annum, fueled by aging population and retirees, housing. The combination of size, growth and fragmentation makes the space attractive for conglomeration.

Proprietary Transaction Sourcing

Gravitas headquarters is in Naples Florida, a location that is rich in retiring baby-boomer business owners, there is a readily available bench of advisors, deal finders, and owners of businesses in the area that have or are near retirement, that know where the targets are located.

Market Opportunity

GRAVITAS BELIEVES THAT THERE IS AN ATTRACTIVE OPPORTUNITY TO INVEST IN THE CONGLOMERATION OF THE NUTRACEUTICAL AND MODULAR HOUSING SECTORS, WHICH ARE LARGE AND CONTINUES TO GROW RAPIDLY.

Consumer and Business Technology Industry Market Size

These segments have experienced consistently resilient, long-term revenue growth. We believe the industry is well-positioned to continue its growth, supported by the demand for products and services.

Despite the fact that most of the economy suffered setbacks during the recession, consumers’ attitudes remain resilient and optimistic about the two market sectors and the necessity and applicability to everyday life.

Target’s Financial Profile

  • In general, we anticipate a minimum revenue base in the $5‐15 million range. A company with strong operating margins greater than 10% EBITDA, and proven year-over-year growth of at least 5% can be an appropriate target.
  • We will only consider EBITDA positive companies, with a preference for a minimum of $1-2 million minimum EBITDA.

Strength and Alignment of Management Team

  • Ethical and transparent management team with proven operational experience.
  • We seek companies and management teams within the target companies that have shown a repeatable positive track record of running the business.
  • Socially Responsible attitudes

Scalable business model

  • Seek companies that can be a leader in its category.
  • Seek company’s specific market segment(s) that can be of sufficient size to attain revenue and EBITDA levels necessary to create an attractive exit.
  • Seek companies that can have a strong core consumer group, and a clear pathway to address a larger consumer base, or other compelling opportunities to grow.
  • Sufficient supply chain flexibility to meet growth plans.
  • Seek companies that can have appropriate leverage over distribution channel(s).

Compelling brand attributes (where applicable)

  • Brand value associated with a company’s products or services is not a requirement for consideration, but if a brand is a Company fundamental element of a company’s strategy, we seek companies that can have:
    • A core following (i.e., a committed and passionate group of consumers with high repeat purchase patterns and a tendency to champion the company’s products and services to others in their network); and
    • The ability to leverage that core following into a larger consumer base, or possess other compelling opportunities to grow.

Reliable reporting systems

  • Company has appropriate reporting systems in place, and the ability to expand its capabilities to meet the needs of the business.
  • Management understands the importance of timely and accurate reporting, and takes a data‐driven approach to the management of the business.

Regulatory considerations

  • Seek companies in which regulatory environment does not pose a disproportionate threat to the growth strategy, and is a choke point for competition.
  • Seek companies in which the business model is not dependent upon changing / improving regulatory environment.

Company’s ability to add value

  • The Company will have a clearly defined process as to how it will add value over the life of the investment. Key elements of our value-added philosophy may include:
    • 100‐day action plan post‐close.
    • Access to outside sector‐specific experts in all functional areas, including industry, operations, sales, manufacturing, marketing, supply chain, and finance/reporting regulatory, financing and international expansion.
    • Partner guidance and expertise in developing strategic growth plans.

Exit strategy

  • Clearly defined exit paths.
    • IPO
    • Private Equity Sale
    • Hedge Fund Sale
  • Specific targets identified with articulated rationale.
  • Macro and micro market conditions necessary for a successful exit.
  • Risks to exit strategy clearly defined and assessed.

Detailed Market Sector information is available here for Nutraceutical Sector, and for Modular Housing

Management

Allen Witters – Senior Managing Director

Allen Witters leads Gravitas with support from the company’s other Principals and Advisors. Over his 35-year career, Allen has helped shape modern business by founding and operating several leading services, manufacturing and technology companies.

CAREER HIGHLIGHTS

  • Companies he has founded are still in existence today (20+ years), and have delivered billions in earnings and dividends to stakeholders.
  • His companies have been bought by CenturyLink, Hewlett Packard, Di-Nippon, Harris Corp, Sumitumo, Souix Steel, and Pharmacia
  • Managed M&A across 50+ deals.
  • Managed $400mm+ P&L, $3B+ CAPEX/OPEX Budgets.
  • Generated contracts worth $25B+
  • Cloud, IaaS, PaaS, SaaS, M2M, IoT and Platforms of all flavors.
  • Led private and public companies - from Early Stage to Successful Exit. Businesses representing diverse industries with operations and distribution in domestic and international markets. Brought major brand licenses to LED Lighting, Electronics markets.
  • Managed operations in 135 countries. Familiar with business practices and social customs in Japan, China, South America, Europe, Middle East and Soviet Republic. Maintained political contacts/relationships within six major countries.
  • Led multiple corporate development transactions and deals ranging in value - from $1 million to $9 billion (e.g., contracts, venture capital, M&A, IPO, convertible preferred stock, equity/debt financings, equipment financings, divestitures) - and managed several post-acquisition business transition and integration initiatives.
  • Secured contract wins with 85 of Fortune 100 and 500+ of Fortune 1000 corporations.
  • Built and led cross-functional, multinational workforces more than 2500 employees.
  • Gained GSA vendor approval status in record time - 19 days from start to finish.
  • Created and acquired several technology patents
  • Earned 2000 Smithsonian Computerworld Award for outstanding achievement and design.

Former and current Advisor to: US Navy; NSA; NRO; DoD/Pentagon; GSA; US Air Force; US Marine Corp; DOE; Whirlpool Corp.; Rockwell International; Litton Industries; ITT; Gilfillan Bertlesman; AOL/Time Warner; Disney; Rocketdyne; 3M; GM/DELCO; TRW; Wagner Spraytech; Wal*Mart; Sears Roebuck; Warner Bros.; Paramount Studios; Sony; HP; Hitachi Corp.; RR Donnelley; Experian; SGI; Government of Belgium; Government of Germany.

Allen has led private and public companies from startup to multibillion-dollar businesses representing diverse industries with operations and distribution in domestic and international markets. He has managed operations and staffs in 88 countries that serviced 135 countries around the globe, including Japan, China, South America, Europe, Middle East and the Soviet Republic. He has led multiple corporate development transactions, financings and purchase agreements ranging in value from $1 million to $9.6 billion, and managed several post-acquisition business transitions and integration initiatives. Mr. Witters role was Senior Executive responsible for the Capture, Proposal, Design, and Operational Roll-out of approximately 40% of the Contract Award. He was signatory on the only long-term sub-contract let on the project by the Team lead EDS Corporation. He directly interfaced with Senior Executive Staff members of the DOD, Navy and Marine Corp. His counterpart on the EDS team was the Government Business Groups President and together they lead the successful capture of the largest IT contract let by the U.S. Federal Government.  He secured contracts with 63 Fortune 100 corporations and over 800, Fortune 1000 corporations.

Allen served as Founder/CEO of Computer Aided Timeshare from 1983 to 1989. CATS was the first company to offer time-share high end CAD/CAM systems in the US. He led the company through a successful IPO as the company grew nearly 40% per quarter until the company was sold in 1989 for a market value of $60 million. From 1989 to 1990, Mr. Witters served as Interim Chairman, CEO for Aortech, a heart medical device and R&D company. Allen raised $3 million to Company Aortech through Medical Funding, Inc., Merged into Aortech, at which time Mr. Witters resigned as an Officer. The Company began public trading after relisting and the company was sold in 1990 for $90 million, or 30x return of capital. Also from 1987 to 1992, Mr. Witters was CEO of DataMAP, where he oversaw the acquisition of a small-publicly traded company with a $250,000 market cap and helped grow the company to a $65 million market cap. While at DataMAP, Mr. Witters also created a graphic underwriting system that is still used by insurance companies today. Aside from insurance companies, DataMAP’s customers included Wal-Mart, Burger King, Taco Bell, Target and RR Donnelly. 

John Arciero – Managing Director

29 years of industry experience with over $100M in business value and sales

Industry Verticals

  • Technology, communications, healthcare, manufacturing, corporate security, fin-tech

Fortune 500 (e.g. Nucor Steel, GM, Boeing, Continental, Bank of America) Mid-markets (LendingTree, Questra), Start-ups (e.g. Greenway, Xbond, Punch Alert, ForestRim Tech, PriseWell, etc)

Roles

  • President/CEO, COO, Vice President, Sales Executive,
  • Director, Consultant
  • General Management, Sales, Commercial, Marketing,
  • Strategy, Business Development

Education

  • Bachelor’s degree in Industrial Psychology and
  • Business Administration; Master’s degree in Exercise Physiology

John is a business strategist, serial entrepreneur, and salesman extraordinaire with a long list of achievements.   Through a proven combination of leadership, selling, and management skills John has enabled leaders and companies to achieve their goals and ambitions. 

John’s early success as a collegiate All-American athlete translates well into his passion and drive for business and entrepreneurship. 

In his first role as a startup founder-CEO, he became adept in developing and executing business plans and strategies which led to fast growth and a successful exit. 

Over thirty years John has demonstrated a unique ability to create and visualize the roadmap to success for himself, entrepreneurs, and business leaders. 

With a natural affinity for sales, strategy, and planning, he’s achieved the highest levels of success in executive and sales leadership roles in variety of industries including real estate, technology, communications, healthcare, manufacturing, and corporate security. 

John’s highly diverse skill set led to the creation of Arciero Associates LLC, a management consulting and advisory firm, which leverages his experience as a C-suite executive and startup entrepreneur to help other entrepreneurs and business leaders. 

John has worked for and consulted dozens of startups, mid-market, and enterprise companies providing a unique perspective and the ability to relate to clients as a trusted advisor and business leader.  He sometimes assumes the CxO roles to expedite success.

His innovative marketing and sales strategies and approaches have yielded high-level client relationships and exceeding sales and revenue targets annually. 

In his role as a growth advisor and business development coach and leader, he has generated millions of dollars in value for his clients over the years.

Dan Bryant – Principal

Driving structural innovation to serve markets and stakeholders more effectively is a 25-year passion.  Dan has been a leader in adapting to and structuring change across diverse markets and industries including financial services, healthcare, manufacturing, technology, law and real estate. 

He began his career after graduating from law and business school as an attorney in private practice and as an entrepreneur. As an attorney, Dan worked with a diverse set of clients ranging from Fortune 5 companies to start-ups.  A focus was on adapting to the emerging implications of the internet to existing well-established businesses and creating new opportunities for venture-backed firms. 

For example, Dan acted as primary digital counsel for Kodak and as outside general counsel for multiple B2B exchange startups within the food and agriculture industries whose members included Cargill, Dupont, Cenex Harvest State and others.  Dan went in-house to GMAC initially as an attorney structuring GMAC international expansion of its securitization capabilities to new markets in Europe, Latin America and Asia and eventually starting and scaling a securitization business for GMAC in Latin America and ultimately selling and running the business for Lehman Brothers.

After 2008 Dan has been the CEO of three venture-backed firms within network security, healthcare and University-based innovation and is currently an Intrapreneur in Residence at Thrivent Financial, a Fortune 300 financial services company. Dan continues to invest and advise multiple companies on their innovation and scaling practices with an emphasis on structured roll-ups and alliances that adapt to changing market conditions. 

Cassie Miller – Capital Formation Director

Cassie Miller is the Capital Formation Director for Gravitas Infinitum. She started her career in the Railroad Industry, handling commodities portfolios totaling $100 million and specializing in providing integrated business development solutions to her customers. She holds a Bachelor of Arts degree in Communication from Florida Gulf Coast University and a Master of Business Administration degree from Florida State University. In her free time, she enjoys gardening, fishing, and spending time with her husband and their two labs.

Tamiami Angel Fund, Naples, Florida

Responsible for all correspondence, public relations efforts, and planning related to VenturePitch 2018 at Babcock Ranch, including event management, budget management, and entrepreneur relationship management.

Manages and develops strategy instrumental to growing the entrepreneurial community in Southwest Florida through working with the VenturePitch entrepreneurs.

Assists Fund Administrator with Angel Investor relations and monthly meetings.

Gravina Smith Matte & Arnold, Fort Myers, Florida

Conducted market research and analysis pertaining to complex transportation issues for the purpose of lobbying efforts.

Managed strategic public relations and marketing strategy for clients in a variety of professions, including but not limited to land developers, attorneys, community foundations, and authors.

Responsible for drafting and editing news releases, editorials, and monthly reports for publication and distribution.

CSX Transportation, Jacksonville, Florida

Managed a portfolio totaling $95 million in annual revenue for CSX. Responsible for negotiating commercial contracts for profitable growth and gaining market share, while continuously maintaining a focus on both strategic and tactical partnerships with customers.

Worked closely with a designated Marketing team to help grow revenue, gain market share, and promote service excellence.

Assisted in developing 2017 Inside Sales carload and revenue plan by collecting the team’s projected gains, losses, and initiative, as well as in helping identify new accounts to bring to Inside Sales.

Sales & Marketing Leadership Development Associate

Successfully completed a six-month development program while rotating through and completing projects for each of CSX’s commercial business units including but not limited to, various agricultural and chemical commodities, Minerals and Rock, Coal, and Automotive.

Executed projects ranging in scope from performing regression analysis, exploring market opportunities, and evaluating financial and service impacts to operational changes.

Completed two Richardson Commercial Training Programs including High Impact Sales and Consultative Negotiations.

PROFESSIONAL AFFILIATIONS AND ACTIVITIES

Kappa Delta Sorority, Fort Myers, Florida

Responsible for mentoring and advising the executive leadership board on topics ranging in scope from academics and campus life to philanthropic involvement and leadership skills.

Junior League of Fort Myers, Fort Myers, Florida

Responsible for developing strategies and instituting policies to ensure longevity and financial security for the Junior League of Fort Myers.

Financials

The Company has taken existing financials from a select group of potential targets that met the company’s acquisition criteria and consolidated them to show the projected performance of the Company’s activities.  The projections below also show the continuation of the series capital formation up to $250mm USD. More aggressive approaches have also been modeled.

REGULATION D 506(C) MANDATED LEGEND

Any historical performance data represents past performance. Past performance does not guarantee future results; Current performance may be different than the performance data presented; The Company is not required by law to follow any standard methodology when calculating and representing performance data; The performance of the Company may not be directly comparable to the performance of other private or registered funds or companies; The securities are being offered in reliance on an exemption from the registration requirements, and therefore are not required to comply with certain specific disclosure requirements; The Securities and Exchange Commission has not passed upon the merits of or approved the securities, the terms of the offering, or the accuracy of the materials.

506(c) DISCLAIMER

General Solicitation Legend: The information contained on this website or certain pages in this website about Gravitas Infinitum LLC may be considered to be a general solicitation of and general advertising for the sale of exempted securities to accredited investors under Rule 506(c) of the Securities Act. As such, prior to the sale of any security to any investor, the company must take reasonable steps to verify that all potential investors are accredited investors, and such reasonable verification steps include, but are not limited to:
  • Reviewing copies of any IRS form that reports the income of the purchaser and obtaining a written representation that the purchaser will likely continue to earn the necessary income in the current year.
  • Receiving a written confirmation from a registered broker-dealer, SEC registered investment adviser, licensed attorney or certified public accountant that such entity or person has taken reasonable steps to verify the purchaser's accredited status.
Cautionary Statements: Information that appears on this website, particularly information about the company, or companies contained in the Gravitas Infinitum LLC, contains forward-looking statements that involve risks and uncertainties and is only intended for accredited investors. The company, or companies of the Gravitas Infinitum LLC are active in Nutraceuticals, Affordable Housing and other alternative asset classes, and there can be no guarantee that the investment will increase over time; that there will be any buyers or demand for the investments in the future; or that the companies can generate sufficient funds to fund the ongoing obligations of the Company. There are additional risks of investing in the Company, or companies within the Gravitas Infinitum LLC that are more fully set forth in the offering materials for the securities or other interests of each individual company, so the information contained in this website is of limited use because it is not intended to be a complete disclosure.
The Company, nor companies can neither guarantee profits of any kind nor can they protect you from losses, and there is no guarantee that past performance will be indicative of future results. An investor assumes the entire cost and risk of any investment made and is completely responsible for making any investment decisions so use your own judgment and practice due diligence. Always take the time to do your own research involving personal investments.
Disclaimer: The Gravitas Infinitum LLC has made all reasonable efforts to ensure that the information provided through its website is accurate at the time of inclusion; however, there may be inadvertent and occasional errors. The Gravitas Infinitum LLC does not guarantee the accuracy, validity, timelessness, completeness or suitability of any information or data made available to you on this site, and the Gravitas Infinitum LLC reserves the right to make changes and corrections at any time, without notice.

Securities Disclaimer

This website is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company's confidential Offering Memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly this website does not constitute investment advice or counsel or solicitation for investment in any security. This website does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in the website, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.