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HomeMy WebLinkAbout20170974 Ver 3_LOB DWR RFAI Response Letter 09-30-21 reduced_2020093015outkern Environmental Group, Inc. 5515 South College }load, Suite 1_ . Wilmington, North Carolina 289-1 2 910.452.2711 • rax: 910.452.2899 • o{fice@segi.us www.segi.us 30 September 2021 Sent via Electronic Mail [SEGi Project #18-120.011 Mr. Rick Trone 401 & Buffer Permitting Branch NC DWR 1671 Mail Service Center Raleigh, NC 27699-1617 Rick.trone@ncdenr.gov Re: Response to DWR RFAI Comments Live Oak Bank IP USACE AID# - SAW-2011-01812 NC DWR Project # - 2017-0974v3 Dear Rick, Below you will find SEGi's response to the DWR's, Request For Additional Information (RFAI) dated 31 August 2021, regarding the Live Oak Bank (herein referred to as the "Applicant") Individual Permit request (DWR requests and comments are presented in italics below): Division of Water Resources Comments: 1. The application package may require an agent authorization letter from the applicant. A sample agent authorization letter can be found on the U.S. Army Corps of Engineers (USACE) website: Please see Attachment 1, Signed Permit Application providing Agent Authorization. 2. Please provide a most recent bound and published county soil survey. Please cleanly draw or delineate the site boundaries on the soil survey. The most recent bound and published survey can be accessed at the following link. - Please see Attachment 2, Soil Survey. 3. Please confirm the impact amount for RPW Ditch. Various amounts of impact are noted throughout the application (e.g., 0.05, 0.027, 0.08). [15A NCAC 02H.0502(c)]. Please see Attachment 3, Impact Maps, and the table below. There are two (2) areas of RPW Impacts — Future Building 6 (0.027 ac) and Future Building 9 (0.055 ac) for a total of 0.08 acres of RPW impacts. 5EGi Table 3. - Proposed Impact Summary Table Proposed Impacts Square Footage Acreage Stormwater Pond 37,267 0.85 Building and Parking 4,617 0.11 RPW Ditch Bid 6 (.027 ac) Bld 8 (055 ac) 3,590 0.08 Total 45,474 1.04 4. You indicated that the USACE reevaluated the wetland delineation in April of 2021 reducing the wetlands in the vicinity of the proposed Building 6, parking areas, and stormwater pond. Please provide documentation from the USACE confirming this reevaluation. [15A NCAC 02H . 0502(c)]. Please see Attachment 4, e-mail from Mr. Mickey Sugg. 5. Please provide an updated stormwater management plan that show drainage areas, inlets, and discharge points. [15A NCAC 02H.0502(c)]. Please see Attachment 5, Stormwater Plan. 6. The plans included in the previous authorization from 2017 show two buildings (one is referred to as "Building 6" in the narrative, the other building number is unclear) on the north side of the property that were sited east of the wetland. The current plans show these building reconfigured or enlarged with Building 6 impacting the wetland. Please explain why this reconfiguration or size increase was necessary and why the two buildings cannot be sited without impacting the wetland as was shown in previous plans. [15A NCAC 02H.0502(c)] Future Building 6 and Future Building 7 were resized to accommodate unprecedented growth of Live Oak Bank and its subsidiaries. Please see Attachment 6, narrative which outlines the recent growth and necessity of additional office space. 7. It appears minimization can be accomplished by reducing surface parking and incorporating those spaces into the proposed parking decks, thereby freeing area to shift the building locations and/or enlarging the smaller, eastern stormwater management pond. Please demonstrate why incorporating some of the surface parking space into the decks is not feasible as a minimization strategy. [I 5ANCACO2H.0502(c)] These options were reviewed previously and while several spaces may be able to be eliminated, no additional spaces will fit within the proposed parking decks due to height restrictions. In other words, it would require adding an additional floor to the parking garage which will not conform to the existing height restrictions. In the alternative plan, spaces were removed adjacent to Building 6 which would allow the building to shift north and the avoidance of some wetlands between the rear of the building and the proposed pond. The remaining wetlands were very small and detached from any other wetland system and would likely not remain viable over time. For that reason, that alternative was not chosen. SE-Gi 8. You indicated the northern portion of the BR Tract is not available for use during this project (north of future Building 8) due to being zoned residential. A review of the New Hanover Interactive Web Map indicates this tract is part of the same tract owned by the Applicant and containing the rest of the Live Oak Bank Campus. Please explain if this part of the BR Tract has recently been split offfrom the rest of the tract. If the northeast 'finger " of the BR Tract is part of the main tract housing the Live Oak Bank Campus, please further explain why this portion is zoned differently and unavailable for use for the proposed future buildings. [15A NCAC 02H . 0502(c)] The northeast parcel or finger reference above, was considered for development initially. It was my understanding that the parcel was zoned R-15 and would need to be re -zoned to Office and Industrial (0&1) for development as part of the Live Oak Bank Campus. That was incorrect, the parcel is zoned 0&1. However, due to the opposition presented during the Public Hearing the special use request (rather than zoning request) and subsequent development of this parcel was abandoned. It is SEGi's hope the information found within and attached to this correspondence is sufficient to address the agency comments. However, should you have questions or concerns or need additional information, please feel free to contact me at 910.443.5330. Thank you in advance for your assistance with this project. Si cerely, President cc: Mr. Paul Wojoski — NC DWR Raleigh via e-mail Mr. Mickey Sugg — USACE Wilmington via e-mail Enclosure (1) �5r-61 Attachment 1 Live Oak Bank Permit Application Documenting Agent Authorization U.5, ARMY CORPS OF ENGINEERS OMB APPROVAL NO.07113.00d3 APPLICATION FOR DEPARTMENT OF THE ARMY PERMIT EXPIRES, 29 FEBRUARY 2013 33 GFR 325. The proponert agency is CECW-CO-R_ Public reporting for this collection of information Is estimated to average 11 hours per response, inciuding the time for reviewing instruelfons, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information_ Send camments regarding this burden estimate or any other aspect of the collection of information, including suggestlons for reducing this burden, to Department of Defense. Washington Headquarters, Exeoulive Services and Communications Directorate, Information Management Division and to the Office of Management and Budget, Paperwork Reduction Project (0710-0003)_ Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a cutfently valid OM6 control number. Raw DO NOT RETURN your form to either of those addresses. Completed applications must be submitted to the District Engineer having jurisdiction over the location of the proposed activity. PRIVACY ACT STATEMENT Aulhorities Rivers and Harbors Act, Section 10, 33 USC 403, Clean Water Act, Section 404, 33 USC 1344; Marine Protection, Research, and Sanctuaries Act, Section 103, 33 USG 1413; Regulatory programs of the Corps of Engineers; Final Rule 33 CFR 320-332, Principal Purpose: information provided an this form will be used in evaluating the application for a permit. Routine Uses: This information may be shared with the Department of Jusk:e and other federal, state, and local government agencies, and the public and may be made avallabte as part of a public notice as required oy Federal law. Submission or requested Information is voluntary. however, if information Is not provided the permit application cannot be evaluated nor can a permit be issued, One set of original drawings or good reproducible copies which show the location and Character of the proposed activity must be attached to this appllcallon (see sample drawings and/or instructions) and be submitted to the District Engineer having jurisdiction over the location of the proposed activity, An application that Is not completed in full will be returned. (ITEMS T THRU 4 TO BE FILLED BY THE CORPS) I. APPLICATION NO, 2. FIELD OFFICE CODE 3, DATE RECEIVED 4. DATE APPLICATION COMPLETE (ITEMS BELOW TO BE FILLED ArYAPPf !CANT) 5, APPLICANT'S NAME 8. AUTHORIZED AGENT'S NAME AND TITLE (agent is not required) First - W Middle -Lee Last - Williams First - David Middle -A Last - 5yster Company - Live Oak Bank Company - Southern Environmental Group, Inc. E-mail Address -Lee -Willi ams@iiveoak.bank E-mail Address-david.syster@segi.us 6. APPLICANTS ADDRESS' 9, AGENTS ADDRESS: Addfess- 1741 Tiburon give Address- 5315 South College Road, Suite E City - Wilmington State - NC Zip - 29403 Country -USA city - Wilmington State - NC Zip - 294I2 Country -USA 7, APPLICANT'S PHONE NOs, wlAREA CODE 10, AGENTS PHONE NOs. w1AREA CODE a. Residence b. Business c. Fax a. Residence d. Business c, Fax 9I0-796-1647 1910-452-2711 STATEMENT OF AUTHORIZATION 11. 1 hereby authorize, Cavid Syster, SEGi to act In my behalf as my agent In the processing of this application and to furnish, upon request, supplemental Information in support of this permit application. J I A E O PP DAT? NAME. LOCATION, AND GE5CRIPTiON OF PROJECT OR ACTIVITY 12 PROJECT NAME OR TITLE (see instructions) Live Oak Bank Campus Expansion 13- NAME OF WATERBODY. IF KNOWN (If applicable) 14_ PROJECT STREET ADDRESS (if applicable) Hewled's Creek Address 1741 Tiburon Drive (tract is adjacent) IS. LOCATION OF PROJECT I-atltude: -N 34,2025 Longitude: -W-77,9077 City Wilmington State NC Zip- 2$412 16. OTHER LOCATION DESCRIPTIONS, iF KNOWN (see instructions) State Tax Parcel ID R06109-004-034-000 Municipality section - Township - Range - ENC FORM 4345, OCT 2012 PREVIOUS EDITIONS ARE OBSOLETE. Paget of 3 17. DIRECTIONS TO THE SITE The site is accessed from Independence Blvd by turning on to Tiburon Drive and following it till it ends. Site is located on north side of Tiburon Drive. See Attachment 1 Appendix A 18. Nature of Activity (Description of project, include all features) The project will include the removal of hydric soil from jurisdictional areas within the project area. In areas proposed for buildings and parking, clean earthen fill will be used to bring the site to finished grade. In areas proposed for stormwater retention, additional soil will be removed to the designed pond size and depth. See Attachment 1 for additional information 19. Project Purpose (Describe the reason or purpose of the project, see instructions) The purpose of this project is to facilitate the development of the Live Oak Bank Campus. This includes the construction of office buildings, parking decks and associated infrastructure; such as; roads and stormwater facilities. The project is necessary to meet the demand for centralized office space for their rapidly growing company. See Attachment 1 for additional information USE BLOCKS 20-23 IF DREDGED AND/OR FILL MATERIAL IS TO BE DISCHARGED 20. Reason(s) for Discharge The Applicant anticipates impacting additional 1.53 acres of non -riparian Section 404 jurisdictional wetlands and 0.06 acres of jurisdictional ditches. The impacts are necessary to facilitate the development of buildings, parking and associated infrastructure. Please refer to Appendix E — Wetland Impact Map, Table 3. - Proposed Impact Summary Table and Table 4. - Cumulative Impact Table, for details of the proposed and cumulative impacts. See Attachment 1 for additional information 21. Type(s) of Material Being Discharged and the Amount of Each Type in Cubic Yards: Type Type Type Amount in Cubic Yards Amount in Cubic Yards Amount in Cubic Yards Water (Pond Construction) Soil 22. Surface Area in Acres of Wetlands or Other Waters Filled (see instructions) Acres 1.53 acres of wetlands and 0.06 acres of jurisdictional ditches or Linear Feet 23. Description of Avoidance, Minimization, and Compensation (see instructions) See Attachment 1 Section V for Avoidance and Minimization. The Applicant proposes to purchase 3.25 acres of wetland credit from the Lower Cape Fear Mitigation Bank. ENG FORM 4345, OCT 2012 Page 2 of 3 24- Is Arty Portion of the Work Already Complete? rX Yes ❑No IF YES, DESCRIBE THE COMPLETE[] WORK A Department of the Arty (DoA) Nationwide Permit (NWP) and associated Division of Water Resources (DWR) 401 Certification (401) were issued for the entire project in 2017. "This Authorization included a NWP 39 to fill 0.204 acre of wetlands and 0,125 acre of ditches. The authorization also included a NWI? 18 for fill of 0,034 associated with the installation of a stormwater pipe and riprap- See Attachment I for additional information, 25. Addresses or AdJeining Property Owners, Lessees, Etc„ Whose Property Adjoins the Wate -body qr mor9 taon can be enlaced here, please anech a s-406meniai lisp. a. Address- See Attachment 1 City - Slate - zip - b, Address - City - State - Zip - c. Address - City - State • Zip - d, Address - City - State - Zip - e. Address - City - State - Zip - 26. List of Other Certificates or ApprovalslDenials received from other Federal, State, or Looal Agencies for Work Described in This Application. AGENCY TYPE APPROVAL' IDENTIFICATION DATE APPLIED DATE APPROVED DATE DENIED NUMBER USAGE NWP I8&39 SAW-2011.01812 2017-10-13 DWR 401 Certification 2017-0974 2017-10 13 USAGE JD SAW-201 1-01812 2017-07-03 DCM LAMA Consistency 2019-001 5 2019- 3-21 ' Would include but is not restricted to zoning, building, and flood plain permits 27. Application is hereby made for permit or permits to auth4fizg the work described In this application. I certify that this Informi in this application Is Complete and accurate, I further certify that I possess the authority to undertake the work described herein of am acting as the duly authorized agent of the applicant. 4 Z61A-) SIGNATURE OF APPLICANT DATE SIGNATUR5 Of AGENT DATE The Application must be signed tay the person who desires to undertake the proposed activity (applicant) or it may be signed by a duly authorized agent if the statement in flock 11 has been filled out and signed. 18 1 Section 1001 provides that: Whoever, in any manner within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies, conceals, or covers up any trick, scheme, or disguises a material fact or makes any false, fictitious or fraudulent statements or representations or makes or uses any false writing or document knowing some to contain any false, fictitious or fraudulent statements of entry, shall be fined not more than $10,000 or imprisoned not more than five years or both. ENG FORM 4346, OCT 2012 Page 3 of 3 �5r-61 Attachment 2 Live Oak Bank Soil Survey Jean Rabin Way Reston Rimini sand-1 to 6 percE ct - L a Leon sand r r 5r-G Attachment 3 Live Oak Bank Impact Map d r7 N N N O N C CD 1-1 T) 01 CD 0 F 03 O cc a In C 0 03 O 00 a C 0 m O 03 O 03 03 a N �o Q c� I LOCATION MAP NTS \ \ \ �Rpp CES� \ � AEpSEMENT \ \ \ / \I / \ PROJECT LIMITS 1 \) I I \ I I m \ L y PROPOSED NEW DITCH IMPACTS FOR DEVELOPMENT = 1,190 SF,':: Y .' 1 1 1 1 1 1 11 PUMP (238'L X 5'W),' STATION - y' v v y FUTURE �•v PNDSMVpND SH��'Y Y �y' ..v� Y �y' Y.�''Y.� BLDG. 6 \ WEj ES�RRED R SUBD\ PROPOSED NEW I (29,978 SF) r WETLANDS IMPACTS FOR . y y TSBA SECK DEVELOPMENT - 4,617 SF . _ DECK / .y .y .y Y vy v _y - y Y v y y y y yy • r y y Y y y y y y r y y y v y y y .y Y y y y y r y y v y y y y y - � y y'' r - Y y y r'' y r'' y' v L r .. y � v'' L r v y r r y v - 1 �\ND • (4_617) SF.i_- YL.Y y�1,"yY yL. -r. y-. y'yyyyyy., •-..Y'v�y''y..''•. yyyyry y yy'yy.,'v�y YrLy'yr. y'-vyyy•Y y'yy. yy•.,yvy.. yr.,"yY. yy-vyyyyrr yY.yWE�� ., yy.. vvv ��� —_�_ vy ry y y r Y v y Y v r y L v Y •, / �— y II WET`PNp L .�, �\ . v v yyy . , yy yy ...y y" y Y vy vy ' .y y"yyy° yY v v y' yy r y •' yy . yy y" ° Y y' yy . L y" yy ' . ," y' v .Y y. 1 y •y Ly . y y" yy Y . y" y" yy Ly ' " -. y" ' y .. y" v y' yy ' . -y y •v v v - .y . .- L ... y y y1 r. y y � � j � / \ \ � = / " v v v 'yyy yy '� /•Y l PROPOSED NEW WETLANDS / WETLANDS 1�"lry y IMPACTS FOR STORMWATER 1 y y ' ' y 0.96 AC \ \ BRI GE POND = 37,267 SF (37,267) SF \ mom vy l �t�,� y YL/ �y �y ,yy,°yLl.yyvy,yyyvvyyyyyyy.yyy.yyyyLyyyy.yyy y,yyy•yyyyyyyyv,yyL,y•y..yy1°.yyvy. y/ �,;���- _ _______� - = ==_- \` �`�� ,// � / \/ L� /, . y y, y y L, y y y y. y•. v y y L y y v y y y. v, y y y y y y., y y v v, L y y y., y y y v, / ,�',;� __ _- __=__-_ 1 `, � �_ / \� v „ � fi�� ,l /" l ,, y y y y y y v y L y y Y y y y v y y L y y y v • i�'� �ii�/ � �i�/ I ---� _ / —•c f� i EXISTING v y POND # 1 y y vy `� BUILDING LOB a I`\\\ ' y ° l "/• , " ' " " ' . " ° . " " ' " " . , ' " v " '� " " v • ��� /ii� ii%b /�� / �// // 6a00005 4STORY 'l � l� ./, ��' •�y y� v v L L y y r vY � � v y v y y ��_�r-�-� �� i,/�q /f/ ,. � i /// � FFe- A �\, y .y y y .y � v vy ���— //�i� I II I IIII(( ==— % _s—===- :i�'��' _-- '/ / / � og 9 Yl\y r y y , y L . , .� �� i i%,_�_ %'%�%� lam_ - = 1\\\, �/i/ i_______ �� �—� __� / / F EXISTING N y EXISTING ✓ l° ���" Y1,� / / /��i� � � FOREBAY#1 y, ly v r FFE=51.0 1 � _ \I � /�/ \ \ y Y v y y V_ v v v `'/ v v v lII IIIIIIIIIIIIII \1 // �-- _// rk__ \O�G _ CENTER • c�` T (I I \I I ( /, / 1 \\� / I oEc'� e st��� _ BUILDING 4 T \ l /-- _ / �� L '� / III rl/II II\II\\ _�,////// ,� 0S I EXISTING E 1� ®I®®I® ®®. EXISTING PARK / —� I/i//i// I `�'Q`h' BUILDING i� / ��'- �L GARAGEI _ �\\✓// / • 40 LEVELS (` .P \\ //,/�//%� 1\\' o FFE—S2.SO r — 599PARKS \ " v v v \� / 7 ?� \!_�•.. 11/' / FFE=5L0 \\ .` y" .y ,y vy •' .y .y ,y .L .� I �� l �� � � �� l � I � / i � / \ ° � ING \ \ \ \\ \ �" - yy i 1' y y / / EXISTING LOB, ❑ a / ILLU \\\ --— — —\ / /71 / ® LIVE OAKNBANK / / / 1 FUTURE BLDG. 7 DECK OUT PARCEL FUTURE BUILDING 8 PARKING DECK 2 PUMP STATION FUTURE POND EXPANSION / '! q III' Ililll EXISTING POND#2 II III I m- I 11� � I � I BUILDING 5 FUTURE LOB 4 I 64,000 SF 4 STORY II,I,III r \ %V ✓ / ® BUILDING FFE=53.03 / �� �_ I .. O .,�� f_ — TIBURON DR.- \ \ \ \ \ 1 FUTURE BLDG. 12 RETAIL R ° O\ e \ \ \ N, LLlI� l - - - - ---- - \\ VT7 vvv vvv �OFF v ` \ IIIIIIIIIIIII V _ IIIIIIIIIIIIIIIII�"� II I I I I I m o i J Q 7 Z m ) H N Q a V M w N V)) Z 0 o Q w �, U Q Z o z Z J 0�/ — Q L.L a o 0 N Z Q 00 U m zU w N < (D xz 0 O Lu z --_ -_ z Q 0 Z O L1J > w > J FUTURE STORM DRAIN SYSTEM, TYP. -FUTURE TRACT FOR LOB EXPANSION FUTURE BLDG. I SEWER .z aFUTURE SYSTMTYP.E, _ I _ FUTURE BUILDING 11 ❑ . PARKING DECK 1 \\ BLDG. s RPW / WATERS OF THE US PROPOSED NEW IMPACT = 2,400 SF SCALE: 1 " = 100' 0 100 200 300 Z Z W Q a Lu Co 0 0 Lu U W 00 0 Fj W U) W Z � Z LU¢>Qz0Zl�m Lu LLI 0 M o Z JUW��r-� �j > �Q 6 (6 O3:Lu J���Co boo N I V °O N Z w G1 N W W vJ � noo N M M O O � Z W a O o 0 y # Licence #C-3641 18083 DES. JST CKD. JPN DRWN. NKS DATE 5/6/21 CA 1%b 40--., 'Es sR�� r - • O� F Q� •: V ti ,,,I��i UtAA %%%% w 1 5r_G Attachment 4 Live Oak Bank Updated JD — Mickey Sugg e-mail david.syster@segims From: Sugg, Mickey T CIV USARMY CESAW (USA) < Mickey.T.Sugg@usace.army.mil > Sent: Wednesday, April 28, 2021 5:33 PM To: smtp-Syster, David Cc: Lee.Williams@liveoak.bank Subject: LOB- reduction of wetland limits David, In reviewing the site yesterday, I've concluded that the hashed portion in the figure below ("Remove- not JD") is not wetlands due to the ditch influence; however, the upper end remains wetlands. As you see in my rough mark-up, the ditch is considered a tributary ("trib. only"). My Point A to Point B lies up with existing survey points With this said, pls provide a new map showing these changes and the adjusted acreage amounts (for both the wetland and tributary) and the new calculated impact footprint. If you need clarification on this, pls let me know. -mickey Mickey Sugg, Chief Wilmington Regulatory Field Office U.S. Army Corps of Engineers 69 Darlington Avenue Wilmington, NC 28403 (910) 251-4811 (direct line) (910) 251-4025 (fax) "The Wilmington District is committed to providing the highest level of support to the public. To help us ensure we continue to do so, please complete the Customer Satisfaction Survey located at: "http://corpsmapu.usace.army.mil/cm_apex/f?p=136:4:0 " 5r-G Attachment 5 Live Oak Bank Stormwater Plan 11 -- 11 -v— a o . —... .. w <.—n=� - - i 1-- II z ' z m- �d `)2 1z ��O z ��- co I �- - /' -X- - - --- -- - - �-- - MATCHLINE A -A _ � 1-m � , � z o � • � o I MATCHLINE A -A z ° X - of ti/ - N C 4 � C n I - z z n c. 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NELSON MACRAE, PRESIDENT TIBURON PARC Q P.O. BOX 3145 Mi � w z u.1127 FLORAL PARKWAY PHONE (910) 343-9653 yyILMINGTON, NC 2"06 � SUITES 300 & 400 FAX (910) 343-9604 91�2�� 3907 SHIPYARD BLVD. WILMINGTON, NC, 28403 office@nktenq.com I 11 11 11 11 licence C-0520 IVWILMINGTON, N. V. • 6 / - iuvirvr�rlr� i vr\^CLLGV / \\ g 3 X48 g� 9 4g �� 4 1� X49 6E =; ` : 19 „� \ J • 4o CONSTRUCTION E TRANCES � x4 5 — 4 X g. \til ; • 2 y� CI 3-15 46� 6 SCALE' 1 " = 30' oy.,Fti �.,P � (kDOT)i4�, S+ �.'uNg,,�� Approved Construction Plan 4411110�� ' 49.0 30 60 90 v �NV=; $b \ R2 7.26.18 REV. SD LAYOUT NCDENR PWSS WATER PERMIT* �oxTx CAxoLrNA Name Date �\ \' Public Services • Engineering Division R1 4.13.18 REV. SD FOR TREE INSTALLATION For each open utility cut of WATER CAPACITY: GPD Planning \ Cit streets, a $325 ermit DWQ SEWER PERMIT #: APPROVED STORMWATER MANAGEMENT PLAN public Utilities SYMBOL DATE DESCRIPTION y P �� \\ shall be required from the SEWER CAPACITY: GPD Date: Permit # C2 \ \ REVISIONS City prior to occupancy SEWER SHED # AND PLANT: Traffic ' ,� ®2017 NORRIS & TUNSTALL and/or project acceptance. SEWER TO FLOW THROUGH NEI: YES or NO (CIRCLE ONE) Signed: Fire R2 5E-Gi Attachment 6 Live Oak Bank Recent Growth Narrative / Letter (partial) to Mickey Sugg concerning Growth ,�joutkcrn Environmental Group, Inc. 5 5 1 5 South College Koad, Suite F • Wilmington, North Carolina 2841 2 910.452.2711 • Fax: 910.452.2899 - office@segi.us www.segi.us 22 February 2021 Electronic Mail Mr. Mickey Sugg Chief Wilmington Regulatory Field Office US Army Corps of Engineers (USACE) 69 Darlington Avenue Wilmington, NC 28403 [SEGi Project #18-120.011 Re: Response to USACE Comments from 21 January teleconference Live Oak Bank IP USACE AID# - SAW-2011-01812 NC DWR Project # - 2017-0974v2 Dear Mickey, Please reference the letter from your office dated January 8, 2021 and our January 21, 2021 teleconference. Below you will find our response to the items discussed during our meeting, regarding the Live Oak Bank (herein referred to as the "Applicant") Individual Permit request (Corps requests and comments are presented in italics below): Army Corps of Engineers Comments: 1. Need for Additional Buildings — : a. Justify growth and need for additional buildings over the next 5-10 years. During our January 2Is' meeting there was some discussion pertaining to the ownership of the companies which will occupy the buildings on the Live Oak Bank Campus. Please note all companies mentioned below are subsidiaries of the Applicant. There are no third -party companies planned to occupy the proposed buildings. The buildings are not proposed to attract tenants, rather they are proposed to provide needed office space for existing and future staff of Live Oak Bank or a subsidiary. Response provided by Live Oak Bank (Applicant): "In your letter dated January 8th and during our recent meeting on January 21 ", reference is made to the insufficiency of the explanation of our needs for expansion over the next 5-10 years. I have reviewed our original analysis from 18 months ago which was the basis for the original response regarding anticipated growth of Live Oak Bank and subsidiaries in terms of number of employees. While relevant then, events and activities since lead us to believe the need for even more employees and buildings to accommodate them will be even more urgent in the years ahead. Live Oak Bank has doubled in asset size in the past two years from $3.713 in 2018 to Sr-Gi $7.913 in 2020, and along with this growth the need for more employees. With even a modest 15% annual growth in employees over the next five years, our headcount will double from the current 600 to 1,200. Please see Table 1. We've referenced our need for additional buildings for the employees of our related financial technology ("Fintech") companies. If the past is proxy for the future, we need look no further than nCino for what's ahead. nCino is financial technology company started by Live Oak Bank which had 35 employees at the start of 2015. The following year, nCino moved to existing office space at Mayfaire when there was not sufficient space available on the Live Oak campus. By 2017, nCino had grown to 350 employees. They now have over 1,100 employees in two office buildings each 90,000 sf and a third 90,000 sf building being started this year. Please see Attachment 1. Apiture is a Fintech company founded just over three years ago with fewer than 50 employees in Wilmington. Live Oak owns 35 % of Apiture, and we are vital strategic partners. Apiture moved into Building 3 on our campus in 2019 and now has 200 employees here. If its growth mirrors that of nCino, Apiture will have 600 employees on Live Oak's campus by 2025 and require two buildings. Like nCino and Apiture, Finxact, DefenseStorm, PayRailz, and Savanna are growth -stage Fintech companies supported by Live Oak Bank capital and expertise. We fully expect one or more of these companies to accelerate and move either all or a significant number of their workforces to Wilmington and Live Oak's campus in the next 5-10 years. Please see Attachment 1. Canapi Ventures, formed by Live Oak Bank within the past 18 months, is a $545 million venture capital fund that will invest in other growth -stage Fintech companies throughout the US. As of December 31, 2020, Canapi Ventures had invested $170 million in ten companies: BLEND, GREENLIGHT, MX, ALLOY, BUILT, LAIKA, NOVA, MOOV, NEURO-ID & CAPITALIZE. It is anticipated that several if not many of these companies will experience the exponential growth of nCino and Apiture. It is impossible to predict which will catch fire, but Fintech growth is exponential and happens very fast. We need buildings to be shovel ready to ensure these companies locate in Wilmington and on Live Oak campus. Please see Attachment 1. With Live Oak Bank's steady growth and nCino as proxy for the future of exponential growth in Fintech employees, our need for five new shovel ready buildings with an additional 264,000 sf to accommodate 1,560 new employees in ten years is a modest forecast." Please see Table 1 below for a summary of Staff and Building Allocation. �5rC1 Table 1. Building Capacity and Staffing Projections (2/22/2021) BUILDING CAPACITY Future Building Numbers Current 2021- 2025 2026- 2030 Existing LOB Building 1 110 110 110 Existing LOB Building 2 300 300 300 Existing LOB Building 3 380 380 380 LOB 4 Future Building 4 400 400 LOB 5 Future Building 6 300 300 LOB 6 Future Building 7 300 300 LOB 7 Future Building 9 300 LOB 8 Future Building 10 300 790 1790 2390 STAFFING PROJECTIONS NEXT 5 -10 YEARS Building Location (LOB)* Current 2021- 2025 2026- 2030 LIVE OAK BANK 1, 2, 3 & 5 600 1200 1500 APITURE 4,6 & 9 200 600 750 DEFENSE STORM 4 & 6 10 50 100 CANAPI 4 5 30 50 FINXACT 4,6 & 10 0 50 100 PAY RAI LZ 4,6 & 10 0 50 100 SAVAN NA 4,6 & 10 0 50 100 *Note: Staff of subsidiaries will be adjusted between LOB 4, 6, 9, 10 as needed so the Table does not represent a static count, but which buildings will be utilized by each Company. 815 2030 2700 CANAPI COMPANIES* ($170M invested as of 12/31/2020) Building Location Current 2021- 2015 2026- 2030 BLEND 0 GREEENLIGHT 0 MX 0 NOVA 0 MOOV 0 NEURO-ID 0 BUILT 0 LAI KA 0 NOVA 0 MOOV 0 CAPITALIZE 0 *Companies that CANAPI currently invested in and may relocate to Wilmington in the future. 100 500- 1 ��� Lee Williams New office Building Planned At NCino HQ BY CECE NUNN, POSTED ABOUT 4 HOURS AGO Share Site plans were submitted to the city of Wilmington for another 90,000-square-foot building on the same property as nCino's existing headquarters on Parker Farm Drive. (File photo) Developers are planning another 90,000-square-foot office building for Wilmington -based banking software firm nCino, according to site plans submitted to the city of Wilmington. The new building would be the same size as nCino's current headquarters at 6770 Parker Farm Drive and adjacent to it, along Cavalier Drive by Mayfaire Community Center, the site plans by LS3P show. The plans suggest the firm, which has about 700 employees in Wilmington, expects to continue to grow. nCino, a spinoff of Wilmington -based Live Oak Bank, was founded in late 2011 and debuted on the Nasdaq in July last year. The years in between were marked by significant growth, including the firm moving into more office space in the Mayfaire area. nCino is led by CEO Pierre Naude. Company officials had no comment on the building plans Wednesday. "nCino is unable to provide information beyond what is contained in the filing on the city's website and cannot comment further at this time," said nCino spokeswoman Natalia Moose. Cloud Real Estate Holdings LLC, managed by Raiford Trask III, Bruce Cameron IV and Dan Smith, bought the property at 6770 Parker Farm Drive, including the existing nCino headquarters, for $16.3 million in December. Plans have already been submitted to the city of Wilmington to add a five -story, 640-space parking deck to the property, behind Dick's Sporting Goods, at 6780 Parker Farm Drive. Trask, who also had no comment Thursday about the project, is listed as the developer on the site plans for both the parking deck and the new building. Lee Williams Vice Chairman of the Board q�-6 Live0akBank M. 910.616.1531 E.leemilliamseliiveoak.bank I liveoakbank.com 1741 Tiburon Drive I Wilmington, NC 28403 Apiture announces additional $10M investment I WilmingtonBiz Apiture Announces Additional $10M Investment BY CECE NUNN, POSTED ABOUT 5 HOURS AGO ® re Wilmington -based fintech firm Apiture moved into Building 3 at the Live Oak Bank campus last year. (File photo) Officials with Wilmington -based Apiture, a financial technology firm that specializes in digital banking services, announced this week that the company has received a $10 million investment. Bankers Healthcare Group (BHG) is the investor, according to a news release. BHG is a fintech firm that provides loans and other financial services to licensed health care practitioners and other highly skilled professionals, according to the firms website. The funding, finalized in December, comes in addition to the $20 million raised by Apiture in July 2020. Apiture plans to use the $10 million to accelerate key features on its product roadmap for 2021. "This additional investment provides an excellent opportunity for Apiture to both deepen our existing relationships and expand our target market through enhanced offerings," said Chris Babcock, Apiture CEO. "Having the support and partnership of the team at Bankers Healthcare Group, in addition to the investments made earlier in 2020, will help us to succeed in our mission to transform the digital banking spaceas a long-term innovator." Apiture is a joint -venture of Live Oak Bank and Atlanta -based First Data. BHG, in addition to being an investor, also uses Apiture for its growing portfolio of financial solutions, the release stated. Founded in October 2017, Apiture employs 160 people in Wilmington and also has offices in Austin, Texas. The company is currently hiring, particularly for software engineers and product managers, said Chris Cox, COO. Apiture's two platforms, Apiture Xpress and Apiture Open, will benefit from innovation that results from the $30 million total raised in 2020. "We see value in aligning with companies like Apiture that prioritize innovation as much as we do and are at the forefront of their industries," said Al www.wilmingtonbiz.comlbanking_and_finance120211011271apiture_announces_additional_10m_investment/21414?utm_source=MadMimi&utm_mediu ... 112 1 /27/2021 Apiture announces additional $10M investment I WilmingtonBiz Crawford, co-founder, chairman and CEO of Bankers Healthcare Group, in the release. "Our partnership will help us bolster the products we offer, while also strengthening our own digital banking capabilities at BHG." As a significant shareholder of BHG, Nashville -based Pinnacle Bank played a key role in the deal, according to the release. The $20 million investment anounced in July came from funds and accounts advised by T. Rowe Price Associates Inc. and Pinnacle Bank, Hugh Queener, co-founder and chief administrative officer at Pinnacle Bank, board member at Apiture and board member at BHG, said in the release, "Since our initial investment in mid-2020, Apiture has made smart progress in what their product can do, and we at Pinnacle have been pleased with the results. Adding BHG to the mix will put Apiture in a great position for more success in 2021." Cox said Apiture is "proud to partner with investors who understand the value of the services we provide and who are excited to help us build the future of digital banking." He said the company has no immediate plans for additional fundraising, but is "always open to partnering with investors as we continue to build our business." www.wilmingtonbiz.camlbanking_pnd finance/2021/011271apiture_announces_additional_10m_investment/21414?utm_source=MadMirnAutm_mediu... 2/2 0, CANAPI Canapi Ventures Limited Partner Update January 2021 Dear Partners, As we begin the new year, we would like to thank you for your continued support and provide a brief update on our progress. First and foremost, we wish you and your families a joyous and healthy new year. Our thoughts and prayers continue to be with those affected by the coronavirus pandemic. Much has already been written about the year that was 2020; it has been one of the most sobering and unpredictable periods for our society in recent memory. Historians will assess the political, cultural, and economic consequences of the pandemic for decades and centuries to come. While the passage of time will reveal its true significance, it is clear that 2020 will be remembered as a watershed moment in the digitization of our world. The COVID-19 pandemic has served as a tailwind behind our efforts at Canapi to fuel the financial services ecosystem of the future and accelerate digital transformation across the banking industry. The pandemic has markedly accelerated the shift to digital. Many transformation projects that were previously measured in years have been compressed into a matter of months and, in the case of PPP, even weeks. Other longer dated projects have moved from the back burner to the front of the stove. The banking industry in particular has embraced Churchill's famous adage, "Never let a good crisis go to waste". At the beginning of the year, we were fortunate to have more than 97% of our capital undeployed heading into the pandemic, reaffirming the wisdom that it is better to be lucky than good (though, like you, we strive to be both!). As a result, we were able to be patient and deliberate in identifying the most promising companies within our core fintech themes. Investing Highlights We invested $152 million into nine companies during 2020, bringing our total deployed capital across both funds to just under $170 million (for more details, see slide 5 of the 2020 highlights deck). The companies in our growing portfolio include emerging leaders in the mortgage, construction, data analytics, regtech, and teen banking sectors, as well as early -stage bets in payments, data compliance, biometrics, and retirement. Two of our ten portfolio companies have experienced "up rounds" since the time of our initial investment, and we expect a third to be written up in Q1 2021. Our investment in Moov was recently marked up 3.55x based on the completion of their Series A round, while the Sibling Fund's original position in Built was marked up 2.16x based on the price of their recently completed Series C financing led by Addition (not yet publicly Canapi ventures 801 17'h Street NW, Suite 1050 • Washington, DC 20006 canapi.com �CANAPI announced). We expect a third core position in both funds to be marked up when a recently signed term sheet closes in Q12021, which should bring both funds out of the expense "J curve". 1 While we remain enthusiastic about the quality and performance to date of the companies in our portfolio, we are also acutely aware that we are investing in an unusually uncertain macroeconomic environment — a time when valuations for private and public technology companies are also at or near all-time highs. Over the life of a ten-year investment fund, odds strongly favor that we will experience macroeconomic hiccups and market volatility. It is not a matter of if, but when. We remain confident that we will generate compelling financial and strategic returns for our limited partners over the long run by backing high quality companies and focusing our bets in a sector with attractive long- term growth characteristics. Furthermore, the risk of principal loss is mitigated through investment structure. Our investment positions are in the form of preferred equity which receive a liquidation preference over common holders. At the portfolio level, the par value of the outstanding preferred stock across our portfolio companies represents only 28% of the market values of those same companies, suggesting values would have to decline significantly before investment principal would be at risk. Fundraising We are pleased to report that we have closed out the Sibling Fund with $119 million in total commitments. After admitting the final three limited partners into the SBIC fund in early Q1 2021, we expect to have —$650 million in commitments across the two funds. Fintech Alliance The Canapi Alliance now includes 43 banks, five bank associations, a diversified insurance company, and many well-known financial services executives. Alliance banks serve more than 25 million customers across 46 states, hold assets of $2.7 trillion, have lent $1.7 trillion, and employ roughly 277,000 people. The scale and reach of Canapi Alliance banks was evident through their leadership and participation in the PPP program. Five Alliance banks were amongst the top PPP lenders, and in total Alliance banks disbursed more than —$75 billion via—540,000 thousand loans to small businesses across the country. Early this month, JP Morgan published a report on technology disruption and adoption within the community and regional bank sector (a copy of the report is attached). A key conclusion of the report is that regional and community banks are positioned to be the "end -game winners in the digital age of banking," if they effectively combine high tech and high touch, thereby super charging the relationship banking model. As part of a nice feature on Canapi on pages 33-35, Steven Alexopoulos and his co-authors wrote: 1 The valuation adjustments noted above are preliminary and have not yet been audited or formally approved by the Investment Committee. Canapi Ventures 801 17" Street NW, Suite 1050 ■ Washington, ❑C 20006 canapi.com 0, CANAPI "Although the regional bank consortium is still in the early innings of its strategy, it looks like to us that banks that are part of the Canapi Alliance would be better suited to offer more cutting -edge technology products and services in banking potentially setting them up to differentiate themselves versus larger players and megabanks." We have been quite pleased with the engagement between Alliance banks and the portfolio companies. In 2020, we have made over 75 connections, inclusive of new introductions or consultative support as parties defined potential partnerships. In addition to one-to-one connections, we have also provided context on companies through our pipeline calls and portfolio company spotlight events. The portfolio company spotlight events garnered greater than —80% participation across the Alliance banks. These activities have fueled at least 15 signed partnerships thus far, with many more expected to close early this year. While the pandemic limited the ability to get together in person, we have been able to maintain engagement through regular calls with bank leads and content sharing through Canapi Connect, our digital portal for Fintech Alliance members. People and Operations We were thrilled to add three new members to the Canapi family over the course of the year. Sara Shackelford (CFO), Nadou Lawson (VP, Fintech Alliance), and Harry Kioko (Associate) have all hit the ground running and are already making valuable contributions to the fund. We will likely add to the investment team in 2021 as we evaluate more opportunities and engrain ourselves deeper into the fintech ecosystem. We are also evaluating candidates to join our finance and operations team as we prepare to double our portfolio size in over the life of the fund. 2021: Looking Ahead We remain absolutely committed to delivering both an attractive financial return on your investment in Canapi, and every bit as an important, a material strategic boost for our community and regional bank investors. We are more optimistic than ever in the quality of opportunities in the pipeline and the degree to which the Canapi brand resonates with fintech founders in the market. Canapi has proven the ability to win in competitive situations and we are getting proprietary access to companies that are the most relevant to our strategic LP network. In the year ahead, we expect to double -down on many of our core themes including modernizing legacy infrastructure, deepening engagement with existing and new customers, building a best -in -class risk and compliance program, and driving growth through digital channels. We also plan to spend more time on technologies and trends that push the boundaries of "traditional" banking. For example, many of our LPs have expressed interest in the digital asset universe as banks increasingly consider crypto custodial opportunities, provide banking services to crypto companies, and invest Canapi Ventures 801 17'h Street NW, Suite 1050 • Washington, DC 20006 canapi.com �CANAPI in the risk and compliance infrastructure necessary to safely dip their toes in the water. While we can assure you that Canapi will not speculate in cryptocurrencies, we do feel it is worthwhile to spend time with companies that enable our partner network to evaluate opportunities in the space. In 2021 and beyond, we will continue and expand our efforts to expose Alliance banks to new fintech companies and provide timely perspectives on bank implications of market developments. In addition to continuing individual bank touchpoints and connections, Alliance banks can expect more events including portfolio company spotlights, fintech topic panels, and executive roundtables. We are hopeful that we may be able to host an in -person Alliance event in the second half of the year but will continue to engage virtually in the meantime. In 2021, we are planning to launch a program that will allow us to invest smaller checks into early stage fintech startups. Moov and NeurolD are early examples of this strategy. This would give us a competitive edge in later rounds and allow our limited partners to see more innovation that might not otherwise be on their collective radars. We will share more details about the program in Q1 2021. Canapi's mission to help regional and community banks connect with the innovators that will change the future of financial services is one that we hold near and dear to our hearts. Despite the challenges 2020 brought for us all, we are proud of the progress we made together toward this shared goal. We offer our sincerest gratitude to you for your continued partnership. We wish you, your families, and your organizations a safe, healthy, and joyous new year. Warm regards, The Canapi Team 1i U 1i H GENE LUDWIG CHIP MAHAN WALKER FOREHAND NEIL UNDERWOOD Managing Partner Managing Partner Partner Partner JEFFREY REITMAN DAN BELDY JIM HALE JEFFREY GOLDSTEIN Partner Partner Senior Advisor Senior Advisor SARA SHACKELFORD NADOU LAWSON PETE UNDERWOOD GREG THOME Chief Financial Vice President, Chief Technology Vice President Officer Canapi Alliance Officer P, I ,t HARRY KIOKO Associate Canapi Ventures 801 17'i' Street NW, Suite 1050 • Washington, DC 20006 canapi.com O CANAPI Funding the future of financial services nCANAPI Executive summary • Canapi deployed —$170M in capital through our first full year of operations — $18M invested in 2019 across two deals, added two new portfolio companies — $152M invested in 2020 across ten deals, added eight new portfolio companies • Headed into 2021 we remain encouraged by the pace of digitization in financial services across the front, middle and back -office as a result of the COVID-19 pandemic — Canapi is getting proprietary access to companies due to our strong existing networks and connectivity to the banking ecosystem • Valuations in the market remain at historical highs and we are entering a more uncertain macroeconomic environment — we expect to experience increased volatility and market corrections over the life of the fund • Completed fundraising process for the Sibling fund and added four new financial institutions to the Fintech Alliance (KeyBank, Regions, Pinnacle, Bankers Healthcare Group) — Closed capital is now $620M across both the SBIC and Sibling fund; fundraising for SBIC fund will be completed in Q1 and is expected to bring the total fund size to —$650M • Hosted five one -to -many Fintech Alliance events in 2020 to supplement regular one-to-one interactions with each organizations' Alliance leads • Added three new team members in 2020 — Sara Shackelford (CFO), Nadou Lawson (VP, Fintech Alliance), Harry Kioko (Investment Associate) Canapi 2020 Highlights Highly Confidential & Trade Secret R C A N A P Despite Covla-A heaawinds, 2020 was a highly productive year for Canapi The firm 12 months of active investing L!ML!J M 3 new hires in 2020 ❑ Sara Shackleford • CFO ❑ Harry Kioko • Associate, Investment Team ❑ Nadou Lawson • Vice President, Fintech Alliance 1 K+ ecosystem meetings Among LPs, portcos and entrepreneurs The fund -$620M Closed 00 a ®°moo $170M Deployed 10 fntech investments alloy E3 blend built 'Capiftilize GreenuGH ®LAIKA MUOV MX NEURO-o° NOVA 41 The results Fintech Alliance banks (across both funds) IF 2 valuation mark-ups (through follow-on equity rounds) 0 built MUOV 75+ connections (high -quality portco introductions to FA members) r F r � 'rF Im ter• - r- - Highly Confidential & Trade Secret ^ C A N A P Canapi 2020 Highlights: Investing and Deployment In total Canapi has deployed -$170 million across ten companies. We invested $152M in new capital in 2020. Denotes competitive win SBIC Investment Sibling Investment Company Investment (% Ownership) (% Ownership) blend Led Series F $33.6M (2.0%) $6.4M (0.3%) GreenUGHT Co -led Series C $33.6M (2.8%) $6.4M (0.5%) ftAX Series C $8.2M (0.4%) $1.8M (0.1%) (Unannounced) alloy 0 built MUM NcuRo—ID° �rV F/■ LV � �i�i (Unannounced) Led Series B Series 8 + C Led Series A Co -led Series B Seed + Series A Series A Led Series A $20.7M (9.0%) $14.2M (3.6%) $5.7M (15.9%) $11.3M (3.8%) $533K (1.0%) $2.OM (4.4%) $7.4M (14.8%) Top -Tier Co -Investors in Every Deal greylock m GENERAL = FOUNDERS FUND Lightspccd ATLANTIC DRIVE®CAPITAL t.t.V,apital DST nE-k BOND .TPG capitalG POT RES BV .. NazterYV wxee $4.OM (1.7%) vvenforeer enia Partners re^� 0 Felicis Ventures AVID rEN rVxEE $8.3M (2.1%) = hidex es Goldman ADDITION FIFTH WALL $1.1 M (3.0%) 'I BainCapital LEPRIMD nyea VENTURES $2.2M(0.7%) GENERALGCATALYST CJ KLEINER PERKINS $102 K 0.2% ( ) = BaiTlCapital YENTIIHES albz Gradient Ventures r v = RRE Ventures $376K (0.8%) , 1.1. kapital ®venture capital $1.6M (3.2%) GREYCROFT WALKABOUT r� VENTURE 5 RRE venwres • Successfully established Canapi's reputation in the market as one of the most sought-after new funds; attracted significant interest from high quality B2B fintech founders across stages • Finished the year with mark-ups on two of our ten portfolio companies — Built (2.2x on Sibling position) and Moov (3.6x) Highly Confidential & Trade Secret C A N A P I Canapi 2020 Highlights: Fundraising & Alliance Network We added five new bank partners to the Fintech Alliance First Federal o Institution HQ (existing) Institution HQ (new) , Branch footprint �F a-Q, ally. �� � KeyBankFWt a n tnwmnn Frnsr REPUBLIC ZION$ Ci'S6 ■ma. ftat UNION BANK. midlaannd0 HOW PARK BLUE RIDGE TRUISTQ BANK TveNlssel:eArueRs VIRGINIA BANKERS A.SSQCIAIIQN 43 institutions r�r�R�,N 46states W.�..�r LIVEOAKEANK' rINnfVCIAL 1 Pinnacle ®MKS SYNOvus $2.71 assets 1411 REGIONS' c.JI11iIHI1ST 25M ' customers IBERIAWK DLw JAAff�W� o[+�o11,800 branches �r0pF6� S` AFC Sources: SNL Financial, Federal Reserve, press search, and bank websites. Data is presented for banks who have given written and verbal commitments, including Live Oak Bank. Highly Confidential & Trade Secret ^ C A N A P Canapi 2020 Highlights: Fintech Alliance Engagement We maintained deep LP engagement even while conducting the Fintech Alliance director search I Engagement Highlights One -to -many events • 3x quarterly pipeline calls • 3x introducing new investment presentations • 1 x market research presentation One-to-one events • Regular touchpoints between partners and FA leads • Direct investment evaluation support • Thematic planning and technology priority support Hired full-time alliance leader in Q4 • 550+ candidates sourced and screened Case Study — Introducing Canapi's Investment in Alloy Case Study 4 alloy Introducing Canapi's investment in Alloy Objective: Introduce Fintech Alliance executives to Alloy's identity platform to help drive new sales leads IqPreparation Worked with Alloy management team to co -develop content and agenda for the event Curated list of relevant executives at each LP bank and sent personalized mvites to each • Prioritized LPs by Alloy pipeline priority and scheduled pre -event briefings where applicable Marketed event for weeks leading up to the event A a EXECUTIVES ATTENDED 100+ Event 1-hour webinar attended by 35 of our 37 bank partners Attendance from 100+ bank executives including C-level executives and business unit heads Program included — Canapi investment thesis — Fireside chat with founders — Product overview — Customer testimonials BANKS REPRESENTED High Quality Portfolio-Fintech Alliance Connections Follow-up Set-up one-on-one follow-up conversations with multiple banks • Worked with Alloy to develop post - event marketing content Answered follow-up questions and provided additional information where necessary Facilitate ongoing conversations between key bank decision makers and Moy management team FOLLOW-UP INTROS 12 Company Olend 0 bunt ereenu�HT ®�AIK� Munn NOVA cREair Capitalize New Intros 20+ 7 25 2 4 10 9 2 - CANAPI Canapi 2020 Highlights: Fintech Alliance Traction We are playing an increasingly central role in the digital transformation of financial services Selected Highlights from JP Morgan's December 2020 U.S. Mid- and Small -Cap Banks Technology Disruption Report ❑ The tremendous success of regional banks with the PPP program served as an "aha" moment... regional banks are in fact positioned to emerge as winners in the digital age of banking ❑ Regional banks have been able to effectively leverage technology to supplement their traditional high -touch, relationship -based approach, which differentiates them vis-a-vis megabanks as well as the newer "challenger banks" ❑ Being smaller and nimbler allows regional and community banks to be more agile and responsive to clients needs ❑ Rather than competing with fintechs, many banks are now partnering with fintechs, with some of the most tech -savvy banks joining forces through Canapi's Alliance to "pull ahead of the pack" ❑ Even with the incredible progress over the past 2-3 years, the digital transformation of regional banks remains in the early innings, implying that the fuller value proposition from regional banks is still yet to come Selected Commentary r "Canapi sets the stage for regional banks to partner with fintechs and offer innovative products and services" 00 "Canapi has made investments in multiple fintechs that offer innovative products/solution that can save costs for regional banks while also ensuring that they remain competitive with megabanks and other fintechs." "... banks that are part of the Canapi Alliance would be better suited to offer more cutting -edge technology products and services... potentially setting them up to differentiate themselves verses larger players and megabanks." Source: JP Morgan equity research Highly Confidential & Trade Secret ; C A N A P I Canapi 2020 Highlights: Hiring & Team We are now 15 people strong, expect us to add to both the investment and finance teams in 2021 • 15+ years finance and operational experience in private equity upda g at well -respected funds PARTNERS • Controller at Updata Partners where she managed the operations of several funds IFAdams Street • Began her career in finance roles at Adams Street and Benchmark BENCHMARK • Investment banking in Goldman Sachs' Financial Institutions group Goldman • Advised several Canapi LPs on strategic initiatives during his Sachs time at GS THE UNIVERSITY OF • BA in Political Science from the University of Chicago CHMAGO • Varied experience across client services, digital transformation, McKinsey and corporate strategy and finance from consulting, financial & Company services, tech, and other sectors Go gle • Engagement manager at McKinsey; corporate finance roles at Kimberly-Clark Google and Kimberly-Clark •MBA from Stanford Graduate School of Business STANFORD BUSINESS -Hi Portfolio Spotlight Q/)ajj0y 100CANAPI Powering the Complete Identity Operating System COMPANY OVERVIEW MANAGEMENT TEAM ❑ Alloy is an API and software platform for managing identity verification ❑ Automates identity and risk decisioning workflows to ensure that banks and fintechs can onboard "good" customers efficiently, while reducing fraud ❑ Allows banks and fintechs to programmatically access multiple KYC and risk vendors without having to complete multiple integrations ❑ Alloy offers customers significant benefits above traditional KYC products, including superior onboarding results, transparent decisioning, and control over process from start to finish 201 Approve More Good Customers Increase customer conversion and improve the customer experience by increasing auto - approval rates. IN Stop Fraud with Better Data Fight ongoing payments and account takeover fraud in one unified system without impacting the customer experience. Tommy Nichols, CEO, Co-founder Knox Payments Laura Spiekerman, CRO, Co-founder Knox Payments, Imprint Capital Advisors, Kopo Kopo Charles Hearn, CTO, Co-founder Knox Payments, Microsoft 0 Expertise to Ensure Success Alloy powers top 20 banks and the biggest names in fintech. Our team will ensure you never get stuck or fall behind. Highly Confidential & Trade Secret ; C A N A P CANAPI INVESTMENT THESIS Best -in -class solution to widespread problem Compounding data moat, network effects Potential for horizontal product expansion Mission -critical banking infrastructure Highly strategic for the Fintech Alliance DEAL DYNA1Vii%,J Round Size $40M Pre/Post Money Val. $190M / $230M Canapi Check Size $25M Pro Forma Ownership 10.8% Governance 1 Board Seat _ C A N A P I Bessemer venture Ef11[i[ Felicia Ventures Partners Mum 5 blend I C A N A P I Highly Confidential & Trade Secret ^ C A N A P Designing the Consumer Lending Experience of the Future COMPANY OVERVIEW MANAGEMENT TEAM ❑ Blend is the market leader in mortgage POS and is rapidly expanding into other parts of the consumer lending value chain ❑ Blend offers guided consumer experiences, data - driven automation, and a host of powerful tools that create best -in -class consumer and lender experiences ❑ Blend also offers a robust consumer banking suite designed to accelerate time to market, drive higher digital conversion and automate manual processes ❑ As a company, Blend is focused on delivering an unparalleled customer experience, characterized by extremely high NPS and 10 raving FA fans Accelerate time to market Get products into mai ket fasterwith our out -of -the -box solutions for every line of business and modular approach to configuration. Nima Ghamsari, CEO, Founder Palantir Tim Mayopoulos, President Fannie Mae, BoK Credit Suisse, Deutsche tp- Bank, DLJ Drive higher digital conversion Automate manual processes Increase submissions with a guided application flaw, responsive design, and reduced data entry. Provide a faster, frictionless customer experiencewith minimal data entry, automated stipulations, and online closing. CANAPI INVESTMENT THESIS Seasoned team with deep FI experience World -class product and intense focus on customer experience Viewed by banks as partner rather than vendor Large opportunity in home -buying ecosystem with line of sight to consumer banking Highly strategic asset for Canapi LP base DEAL DYNAMICS Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $75M $1.6B / $1.7B $40M 2.4% 1 Board Observer CANAPI 8 C C GENERAL ender ence v ATLANTIC 9, greylock TEMASEK 12 0built I 0%_.JCANAP1 Powering Smarter Construction Finance Highly Confidential & Trade Secret ; C A N A P COMPANY OVERVIEW MANAGEMENT TEAM CANAPI INVESTMENT THESIS ❑ Built is a best -in -class construction lending platform that connects key stakeholders throughout the construction ecosystem ❑ At present, offers two core product (Built for Lenders and Built for Contractors), with plans to increase the size and scope of offerings over time ❑ The core lending product manages post -close administration and coordinates lenders' back end ❑ For contractors, Built offers Built Pay, lien waivers with features like invoice management coming soon ❑ Over time, Built will seek to build out a marketplace for goods and services that will improve efficiency and liquidity in construction Modern solutions for lenders Chase Gilbert, CEO, Co -Founder Hospitality entrepreneur Andrew Sohr, Co -Founder Hospitality entrepreneur THE platform for contractors L ✓ Highly relevant to FA; Canapi adds real value ✓ Early market leader with meaningful penetration in top 100 construction lenders Consistent logo growth across both channels Expansive product roadmap means there are many ways to win; very high upside case Potential to dominate an entire $1T market DEAL DYNAMICS Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $55M $425M / $480M $18.1 M 5.7% 1 Board Observer ADDIT10N C A N A P I AL 1. Deal represents the Built's Series C which saw participation from both Canapi Ventures SBIC Fund and Canapi Ventures Fund L.P. The Sibling Fund previously made a $4M investment in Built's 13 Series B round at a $194M post -money valuation Capitalize 100 CA N A P Revolutionizing Retirement Savings Management Highly Confidential & Trade Secret ; C A N A P COMPANY OVERVIEW MANAGEMENT TEAM CANAPI INVESTMENT THESIS ❑ Capitalize is building the first independent platform enabling seamless transfer of retirement assets ❑ Platform guides users through an intuitive, fully digital process of rolling over retirement accounts for free ❑ Instantly locates former 401 k, matches users to individual retirement accounts at financial institutions and initiates rollover on users' behalf ❑ The company is in the process of building a white - label B21B channel and has seen early traction with enterprise accounts 1. LOCATE YOUR 40LK Tell us where your 401k is If you know which institution manages your existing 401k, then tell us where it is. If you don't know, that's fine —just tell us the company you worked for and well find your 401k for your Most of the time we can dnthis immediately using our existing database. If not, our experts will track it down. Gaurav Sharma, CEO, Co -Founder 1 JP Morgan, Morgan Stanley, Greenlight Capital Chris Phillips, CTO, Co -Founder IA C 2. CHOOSE ACCOUNT Pick a rollover IRA We help lira nsferyour 401k assets into a new IRA (individual retirement account). We'll ask you afew questions so we can highlight IRA options, and we help you compare their fees, investments and other key features. Once you've picked an IRA, we help you open that account online. If you already have an IRA and want to use it, that's fine too - just let us know. 3. WE DO THE REST We get in touch with your 401k provider to handle the rest We'll communicate with your old 401k provider to make sure your account is transferred correctly, and we'll help with any of the administrative work required. We keep you updated regularly and our experts are avail able to chat at any time. That's it[ ✓ Massive market opportunity with >$100M revenue at only 3% market penetration Well -designed product solving complex process Touch and feel of a white glove product despite being highly -automated, high margin First -mover advantage in data moat and IP Canapi banks can leverage for asset y accumulation by joining the platform DEAL DYNAMICS Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $12.5M $37.5M / $50M $9.0M 18.0% 1 Board Seat & Observer O CANAPI WALKABOUT GREYCROFT 9 VENTURES 14 r3reenLiGHTI u C A N A P I Highly Confidential & Trade Secret 0 C A N A P Building the Next -Generation Family Finance Platform COMPANY OVERVIEW ❑ Greenlight is a DTC, subscription -based "Family Finance" platform providing financial access and education to families with children ❑ Offers broad suite of money -management tools designed to give parents confidence and oversight, while giving children their first exposure to financial freedom and responsibility ❑ Robust product pipeline includes investing offerings and other features designed to engage children from an early age with their finances ❑ Strong recent growth both financially and in company size with several high -profile recent hires MANAGEMENT TEAM - Tim Sheehan, CEO Yahoo Finance, E*TRADE, Starwave, Yodlee, Fisery Johnson Cook, President Atlanta Ventures, Atlanta Tech Village f Scott Me erhoff, CFO Incomm, Infor, Arthur Andersen L� J Spend controls J J Chores tracking Savings goals a Automated allowance Giving f Instant transfers Spend Save Give Earn Learn Card Gift controls Real-time Invest notifications Invest Credit CANAPI INVESTMENT THESIS Seasoned team with proven ability to execute Large, untapped market with room to run Best -in -class growth and KPIs Rare opportunity to invest in consumer fintech Strategic investment for the Fintech Alliance DEAL DYNAMICS Round Size $215M Pre/Post Money Val. $1 B / $1.2B Canapi Check Size $40M Pro Forma Ownership 3.3% Governance 1 Board Seat CANAP I ttV. BOND DST ®venture capital GCODWATER 9 refayventures i:.k J, FI A I. 15 0 LAIKA 100 C A N A P I Highly Confidential & Trade Secret 0 C A N A P Redefining Compliance for the Enterprise COMPANY OVERVIEW MANAGEMENT TEAM ❑ Laika is an expert -in -the -loop compliance _ platform to build and run robust security, Sam Li, Co -Founder privacy, and risk management programs Bain Capital, Zinc, Samsung, Google ❑ Helps companies achieve SOC-2, HIPAA, and 4 60 other compliance audit certifications faster and cheaper Eva Pittas, Co -Founder ❑ Provides tools to accelerate vendor readiness in Citigroup enterprise partnerships and sales `i- �- o+•cae N - •�fy PrOgt2A7 WadfpBSS L-1 Austin Ogilvie, Co -Founder Alteryx, Yhat, OnDeck, EverFi fir- •- O- a a a_ •. a a- o --- CANAPI INVESTMENT THESIS ✓ Repeat entrepreneurs with clear vision ✓ Product is superior to legacy products and has demonstrated early product -market fit Strong fintech investor syndicate with deep connections to downstream capital Canapi has significant ability to influence outcome given our deep regulatory expertise DEAL DYNAMICS Round Size $10M Pre/Post Money Val. $24M / $34M Canapi Check Size $6.8M Pro Forma Ownership 18.9% Governance 1 Board Seat & Observer C A N A P 1 =BainCapital n THIRD CaYPRIME VENTURES smart cla"Emis �aearaam 16 Mong 100CANAP1 Highly Confidential & Trade Secret Creating the De Facto Standard for Embedded Banking 0 CANAPI COMPANY OVERVIEW MANAGEMENT TEAM CANAPI INVESTMENT THESIS ❑ Moov is a developer -first commercial open source Banking -as -a -Service platform creating the de facto standard for embedded banking ❑ Moov is building a robust suite of open -source libraries to demystify low-level financial protocols and increase access to embedded banking ❑ First ACH Library on Github went live in January 2018, and since then Moov has grown to host over 650 Slack users and --40 Github projects ❑ Moov has received tremendous inbound interest from the financial community as banks / fintechs recognize the power of the open source model 1 Wade Arnold, CEO, Founder Bili Jack Henry, Banno Bob Smith, President, Founder Lockard, Banno, Homeland Bankshares Open €'Transparent Enable what works best for 1'0 ur business leveraging Moov s rnicroservices architecture. ,FOR P4lirlahle 110�T Your business logic is yours, keep it. Use Moov where it fits within your model. rlr ®ev eo reverege one library or all 37, rip apart the code or build your own version. gnostic BanWe O deco Wedetoupleyourbanking relationship from your money moovment needs_ ✓ Top-notch CEO with real vision for the product First -mover in a massive market Large upside potential Wide applicability and impressive roadmap Highly complimentary to Fintech Alliance banks' digital transformation efforts DEAL DYNAMICS' Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $5.5M $16.5M / $22.OM $250K 1.2% gi BainCapital VENTURES /1 1� mr Conerce v CANAPI sJ Ventures v Gradierrtventures r= UNCORRELATEO ri tan- RRE Ventres credit union 1. Deal represents the first round Canapi invested in; the fund subsequently invested $386K in Moov's $27M Series A round at a $110M post -money valuation 17 AAXI00 CANAPI Highly Confidential & Trade Secret Powering the Money Experience for 30 Million Users 0 CANAPI COMPANY OVERVIEW MANAGEMENT TEAM CANAPI INVESTMENT THESIS ❑ MX is one of the premiere operators in the financial services data aggregation space i ❑ The MX platform enables banks, credit unions and Ryan Caldwell, CEO, Co -Founder fintechs to gather, enrich, present and act on Microsoft, Visa, Deloitte internal and external customer data while providing intuitive visualizations to the end user ❑ In addition to aggregation and data enhancement, CO" offers a money -management platform and Brandon Dewitt, CTO, Co -Founder marketing solutions for financial institutions MyJibe, Experian, Nike ❑ Fls that leverage the MX platform have proven their ability to increase user engagement with digital banking products while increasing NPS and capturing additional wallet share yp« 'ATAAGGRFGAT10X r��pR F RiOKwL F7}ANCILAL ¢ TA F SEi EI]NA R R E-III ? [enlrauxn dlspsrele Bala Into onL LJ mul[AGmAENT .. i�:?tlen PreVide adlt g-lded, per'-agelrred Rnanilal ativtlLL' r DATA EMRANCEMEMT pOISILE Bi►13Li}IB APp - THEALTH ANR 1NYENTMENT DATA COAHEColVITY API '+"II My dala r d-1Y arcessuLa ane Grve =.Ia Lomnrs �ifT arc ess I� Ihvtr ut Uu acnpn i4ie lrnarlC Help 3dy4s*m- with tlbell clleni=• Enr.g aiaaa-LP i,;L,r:_ w-Jih lagetnel wlth plrl Luc-ni:E¢r rrame"alk f� JLMALrTICS fq� ACCOCAn NENTiTT F*X RLATFDRM AP-1!I LLdl I LmmLoV , key rnslgM1L a¢¢ul. pu, �tif YERIFICATI�N l- Pawur your �i¢¢u [!= ane >�•.iL.pnS © ¢usteme,W needs Aulnentlral[ ILnanCraT 3L¢¢uTILS Willi the dE_t data InsLanty ✓ Mission driven organization with grand vision and proven ability to attract top talent Data solutions build compounding moat difficult for competitors to replicate Tailwinds from industry -wide trend towards digital transformation Strategic asset for the Fintech Alliance and highly relevant to Canapi investment themes DEAL DYNAMICS Round Size $300M Pre/Post Money Val. $1.6B / $1.9B Canapi Check Size $10.0M Pro Forma Ownership 0.5% Governance 1 Board Observer Series C Investors Q-3C ANA P I G1 NOVAJ CANAPI Opening the Borders of International Finance Highly Confidential & Trade Secret ; C A N A P COMPANY OVERVIEW MANAGEMENT TEAM CANAPI INVESTMENT THESIS ❑ Nova Credit is the premier provider of global credit reporting platform designed to solve the problem of credit access for immigrants ❑ Flagship product is the Credit Passport, a report that standardizes, translates and structures raw data so it can be transferred via API to credit - issuers in a digestible format ❑ Enables immigrants to seek financial services when moving abroad ❑ Nova has landed several high -profile contracts with large consumer credit companies over the past several quarters, despite large headwinds from Covid-related immigration declines STEP 'I Create your account Sign up for your free Nova Credit account to- securely access your dat& Connect to International creditbureau Misha Esipov, CEO, Co -Founder Apollo, Goldman Sachs Nicky Goulimis, COO, Co -Founder Bain & Co. Enter your personal details from abroad to retrieve your international credit report STEP 3 See personalized recommendations Learn about your NovaScore, an estimate ofyour U.S. credit ratire& and find the rift credit cards for you_ ✓ Top -tier founding team with ability to recruit ✓ Integrations and partnerships developed will be highly difficult for others to replicate Large market opportunity with slow incumbents Meaningful platform network effects y Canapi value -add through regulatory expertise DEAL DYNAMICS Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $50M $250M / $300M $13.5M 4.5% 1 Board Observer V KLEINER PERKINS. lot C A N A P I SOUND})i Index = Ventures GENERAL G CATALYST 0 nyca 19 NEILIF o-ID° 100 C A N A P I Highly Confidential & Trade Secret 0 C A N A P HUMAN ANALYTIGS' FGR THE DIGITAL WORLD Unlocking the Insights of Digital Body Language COMPANY OVERVIEW ❑ Neuro-ID is a human analytics solution for companies to combat online fraud and improve customer experience through analysis of "digital bodylanguage" ❑ The platform uses contextual indicators like clicking, scrolling, mousing and typing to separate genuine customers from fraudulent ones ❑ Neuro-ID also generates powerful insights into friction within workflows that companies can use to optimize customer experience and reduce churn ❑ The company's two co-founders are academics and world-renowned experts in the IT/human behavior fields, with wide publication on the topic MANAGEMENT TEAM Jack Alton, CEO Kount, Wayport, AT&T Joe Valacich, PhD, CSO University of Arizona Jeff Jenkins, PhD, CTO Brigham Young University <> t t� & LIGHTWEIGHT 100M OUTCOMES & REAL-TIME API ZERO PII CKLECTEU JAVASCRIPT COUNTING CANAPI INVESTMENT THESIS ✓ Strong team with deep technical experience ✓ Growing digital transformation market driving increased need for fraud and friction solutions Impressive lead conversion implies white space in market and ability to execute Patented technology with high barrier to entry Opportunity to acquire meaningful ownership and well -positioned to lead later rounds DEAL DYNAMICS Round Size Pre/Post Money Val. Canapi Check Size Pro Forma Ownership Governance $7M $37.5M / $44.5M $2.3M 5.2% 1 Board Observer tticapital ®venture capital CANAPI 20