The vast majority of Opportunity Zone developments are urban. But there are also rural areas taking advantage of the Opportunity Zone tax incentive to raise equity for community projects.

Jennifer Whitney, founder of River Queen Holdings, joins the show to discuss one such rural Main Street project that she is working to develop in the gateway community of Bishop, CA.

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Episode Highlights

• The vision of Jennifer’s River Queen Holdings project, and the importance of focusing it around community values.
• Some of the elements that make River Queen unique among Opportunity Zone projects, including job creation.
• The importance of Bishop as a gateway community that feeds into Yosemite, Mammoth, and Death Valley.
• Some of the more attractive elements of the Opportunity Zones policy in general, and how they can apply to smaller rural OZ deals.
• The current status of the River Queen project thus far, and how the capital stack is formed.

Featured On This Episode

• Opportunity Zones in Bishop, CA

Today’s Guest: Jennifer Whitney, River Queen Holdings

• Jennifer Whitney on LinkedIn
• River Queen

About The Opportunity Zones Podcast

Hosted by OpportunityDb.com founder Jimmy Atkinson, The Opportunity Zones Podcast features guest interviews from fund managers, advisors, policymakers, tax professionals, and other foremost experts in opportunity zones.

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Show Transcript

Jimmy: Welcome to the “Opportunity Zones Podcast.” I’m Jimmy Atkinson. And on today’s show, we will be discussing how opportunity zones can be used for rural main street revitalization and community impact. My guest joining me today is Jennifer Whitney from River Queen Holdings. She joins me from Bishop, California. Jennifer, it’s great to see you, great to meet you. Thanks for joining the show today. How are you doing?

Jennifer: I’m doing great. Hi, Jimmy. Thanks so much for having us. We really appreciate it and we’re excited about this conversation.

Jimmy: Absolutely. So, we’re gonna dive into rural main street revitalization through the course of our episode today, as I just mentioned. But to start us off with the basics, Jennifer, you have a project that’s underway in Bishop, California. Can you tell us about it? What is the project exactly and what is your vision for it?

Jennifer: So, we acquired the central building in our historic main street. It is currently 7,000 square feet. Our civic leaders have been working on a mixed-use overlay plan for the last several years, which is just now being implemented to revitalize our downtown and create more walkable main street, walkable and green. And so, some of the needs that that plan outlines, our project will provide, the most important one being a central gathering place for people in this community.

Additionally, we’ll be offering a farm-to-table cafe and all regionally sustainably sourced general store, and eight boutique guest rooms. So, a place where people can really come and experience the best of what the Eastern Sierra has to offer and eat healthy local food and buy sustainable, regionally sourced products for rural living.

Jimmy: Fantastic. And you know what…part of what I’m trying to do with this podcast in recent weeks and into the future and beyond is tell our listeners and viewers about how opportunity zones are indeed living up to the promise that the policy made when it was first laid out, which is that it’s going to lift people out of poverty, it’s going to create jobs, it’s going to focus on community impact, social impact. Could you speak a little bit more to…? This is in your deck so, you know, I don’t think this will be a huge surprise to you. But can you speak a little bit more to how your project is community-centered and the types of jobs that it’s creating and the amount of jobs that it’s creating?

Jennifer: So, Bishop, like many small rural communities, took a massive hit during the pandemic. The economy here was already struggling and had already…you know, we had already been designated an opportunity zone, but many small businesses that were barely hanging on closed. And this has essentially become an Amazon town. So, more than $80 million a year is leaking out of our market because there is really no local place to buy even basic goods like underwear. That’s usually the first question I get when I run into people who are very excited about having this offering, is like, are you gonna have socks and underwear? Because we literally have to drive to Walmart two-and-a-half hours away.

And additionally, there’s just nowhere to really gather that isn’t a brewery. And so, we need a place to be able to share resources and help to get through some of the barriers to really making our economy strong and vibrant again, and also to making this a strong agricultural region again. So, that’s one of the reasons I chose opportunity zone as my funding method as opposed to going through the SBA like many other small businesses have here, is because I saw it as an avenue to not only fund my business but to bring a new tool into this region to really help bring private money and create more prosperity.

Jimmy: And what about jobs? Do you anticipate that it’ll be a tool that can be used to create jobs in the region, or in particular just at the project site?

Jennifer: Most definitely job creation is the thing that we’re focused on. There are challenges here in retaining employers…I mean, employees most because it’s a very transient place. We are adjacent to a mountain town, a resort town. And so, there are not a lot of jobs that offer benefits and actually take care of employees and allow them the opportunity to align their values with how they spend their time every day. And I think young people really want that right now.

And a lot of the people that come to this region come here because it’s incredibly beautiful and it’s a wonderful place to live, but our businesses are not really giving people the opportunity to honor that and develop why people come here. And so, my vision gives employees the opportunity to engage in making their community better and helping to educate people around the environment and how we can take care of it.

Jimmy: Good. Well, wanted to…before we dive into the rest of the episode, I wanted to zoom out a little bit and get a little bit of background on you, Jennifer. Tell us a little bit about yourself. When and why did you move to Bishop? I understand you’re not from there originally. And how did you get involved with this particular project?

Jennifer: So, my career has actually been as a photojournalist for national newspapers and magazines. I spent 20 years traveling the world and covering all kinds of social issues, politics, environmental issues most recently based in South Texas where I covered the Texas-Mexico border and Texas politics. And after 20 years of that and a very changing media and political environment, I decided that I could be of service in a different way.

And I moved to California eight years ago to take a brief break and kind of reevaluate and I ended up in Joshua Tree where because of the pandemic and because of the community’s lack of regulation on short-term rentals, we became very challenged as a community because of an overabundance of vacation rentals. And during the pandemic, I was ready to go. And like many people, I lived part-time between Joshua Tree and LA where I was still working and I saw an opportunity up here to get further away from the hustle and bustle of the city to enjoy a more quiet outdoor lifestyle.

And I moved up here very quietly during the pandemic. I sold my property in Joshua Tree, which I had a massive capital gain. And from moving up here, I missed the creative community, the food community, and so many of the great resources like the Farmers’ Market I had in Joshua Tree in LA and really saw an opportunity and a need here for the kind of business that I’m creating. And I thought, “Oh, I’ll take my time and enjoy my quiet real life.” And the designer in me have done many, like, residential development projects and historic preservation projects. It’s always been a passion of mine, real estate. I come from a commercial real estate family and a very entrepreneurial family. And so, I saw the opportunity right away when I moved here.

We have this really cool main street full of amazing architecture that’s all been covered up and dilapidated and there are lots of empty storefronts. And I got my eyes on it. There are only three buildings in our three-block main street that have a second story. And I thought it would take years for a building, like, a central building, like, what I wanted to come available. And then within a couple of months, the building that I most loved, which was the Ben Franklin Crofton Variety Store for 50 years, the woman who owned it announced she was retiring and the building came up for sale. And I was actually still commuting to Joshua Tree and I right away jumped on it.

I was like, “This is what I’ve been waiting for. I’ve had a vision for this project.” And I made it happen. I sold my property in Joshua Tree, acquired the building in August of 2021. And right before that through some advice from…there’s a business elder here who started an opportunity zone funded with his own gains and did not raise money, he’s starting the small business development center and partnering with the county on that project, and he advised me, “It’s way too complicated. Don’t go down this road. It’s crazy. I would not advise it.” And of course, I was like, “That sounds like a great idea, I’m gonna do it.” And so…

Jimmy: You did it anyway.

Jennifer: …I started the fund, purchased the building, and I’ve been kind of backpedaling getting the structure for the fund and the real estate model set up this past year.

Jimmy: You know, fantastic. And so, now you have your opportunity zone fund up and running and you’ve given us a little bit of detail on the project, what sets you apart, would you say, as an opportunity zone fund?

Jennifer: So, I’ve talked to lots of experienced fund managers in this process. We have our amazing OZ and real estate consultant, Hannah Kirby, on our team. And I think very few of the projects and most of the fund managers I talk to get really excited when they hear about my project because this project is the kind of project that this legislation was meant for. But there are actually very few projects like mine happening. I live in the community where my project is. I have the ability to be civically engaged to engage with local business elders and understand the needs of the community better, source all of my construction and business locally, which has a huge benefit to our local economy.

Jimmy: Let’s talk about the location right now, the actual opportunity zone where your project is. What is unique about that particular area?

Jennifer: So, Bishop is in the Eastern Sierra region of California, which is a very remote and kind of untouched region of California in many ways that’s managed to stay kind of secret and hidden away despite the rest of California and especially rural towns being taken over by tech and just mass population over the last 20 or so years. We are a gateway community. We are halfway between Death Valley and Yosemite National Park’s massive year-round opportunity for outdoor recreation in the Sierras, the White Mountains, Mammoth Mountain.

The ski resort is just 40 miles up the road from us. So, we are also kind of the gateway to Mammoth and share many resources with the Mammoth community. And all of the flights to Mammoth just started coming through Bishop this last year, which will significantly shift our economy with lots more traffic coming in, and looking for more sophisticated resources than what we’ve been able to offer so far.

Jimmy: Right. So, you’re finally getting a lot more traffic coming through the city because of that airport right adjacent to town. And I was looking at the map before we got on this call, Jennifer, and I noticed that all of the main street commercial district in downtown Bishop is located in an opportunity zone. And as you mentioned, it’s a rural community, but it’s a gateway town that feeds into Yosemite and Mammoth, and Death Valley.

Jennifer: And all of the traffic from LA or any area south, there’s only one highway in and out, the Highway 395, which our project is right on. And so, all of the traffic from down south goes right through the front of our building and through downtown Bishop. And yeah, it’s becoming a hotspot. It’s kind of the next hotspot of outdoor tourism in California.

Jimmy: Right. So, as we approach the end of 2022 and head into 2023, there’s this moment in time right now where there’s this opportunity for Bishop, is that how you would characterize it?

Jennifer: Everyone who lives here and comes here can feel palpable changes in the air, right? The city’s been trying to create the opportunity for economic growth through many different channels over the last several years, the city and county really, and now it’s ripe, right? The downtown plan is being implemented, investors are starting to come in and invest in our revitalizing our historic main street. And money is coming here, tech is coming here, and we’re ahead of the curve. So, now is really the time to invest in Bishop because everyone knows it’s on the verge of big change in growth. And like me, many other people who can work remotely moved here during the pandemic. So, our population is changing and has a lot of need for more sophisticated offerings.

Jimmy: Good. And you mentioned a few moments ago that you had the opportunity to do SBA lending to get this project off the ground, but you instead chose to utilize the opportunity zone tax policy and tool, if you will. What is it about OZs that you really like or what is it about the OZ policy that you really like? Can you drill into that a little bit more?

Jennifer: Like many rural areas, Bishop has a bandwidth problem, right? We have a small population. Our city and county governments are run by a small number of people who have more work than they can handle. And SBA to me felt like being beholden to government regulations and having to jump through a lot of hoops. And because of our bandwidth, you know, people are constantly writing grants looking for public funding, but no one’s really tried the private equity route. And I saw this as an avenue to kind of pave the way for other people in my region to have this tool to start bringing more private money here, which allows us to not spin our wheels so much, right? It’s like thinking bigger, larger amounts of money faster.

And so, yeah, I saw it as an opportunity even though I knew I was pioneering and it might be more work for me that after I’m successful with this project, other businesses and our civic leaders will be able to take advantage of opportunity zone. Because it was kind of everybody knew it was here, but nobody knew how to touch it and everybody was like, “Whoa, it’s complicated.” And so I’ve become, through my research and learning this last year, kind of the expert in my area, sharing what I’ve learned with the city and county and our SBA and other organizations so that hopefully other people can take advantage of OZ here also.

Jimmy: That’s tremendous. Well, we need more experts like you and more communities all over the country, but I’m glad you’re getting things started in Bishop. That’s fantastic. You told us a little bit about the project, the Ben Franklin building on main street earlier in the episode, but can you give us a little bit more detail? And what is the status of the project so far and what else are you looking for at this point?

Jennifer: So, we purchased the building a year ago. We did our demo in environmental abatement right away. Our plans are very close to ready for permitting. So, the building has been in process as we’ve been fundraising this year. And really we’re looking for equity investors to round out the rest of our capital stack. And also I love to connect with and talk to other fund managers having similar experiences to the one I’m having this year.

It’s very different to start a fund living in a rural area and being engaged with the community. You know, we are coming up with… It’s just a slower process in a place that has been economically challenged for so long to get people to understand the value even with the tax incentive. And in this economic climate right now, it’s a challenging time to be raising money. So, I would love to connect with other founders who are having a similar experience or might have wisdom to share with me in addition to investors who might be interested in aligning their investment with their values.

Jimmy: For sure. Yeah, it’s a challenging environment to raise capital. The cost of debt has gone up significantly over the last few months and equity investors potentially are a little bit skittish maybe given the state of the markets, a little bit less certainty out there. But that said, you still have raised, I think, close to $3 million, correct me if I’m wrong, so far. Where have those investments come from so far? Who are your investors basically?

Jennifer: So, we have had interest from a partnership between a private equity firm and an EB-5 lender down south who are very interested in this market and see the opportunity here. And so, they basically said, you know, we love your project, we wanna make it happen, we see the potential that it has for impact on the community.

EB-5 lending is all based on job creation. So, based on the number of jobs that we’ll be able to create through both the real estate project and the business, which is also in the fund, they gave us $2.4 million and offered us to take it as either debt or equity. Because of the lending environment right now, they gave us a really great rate so we decided to take that as our debt, allowing investors to have a basis of debt so that they can start collecting returns without paying taxes on them after our year three stabilization.

Jimmy: Right. And one more question about the project. You asked it earlier, but it went unanswered. Are you going to be selling socks and underwear at the business?

Jennifer: Most definitely. The answer is 100% yes. And they will probably cost more than the ones you can buy down the road at Rite Aid but they will be much higher quality and last you longer.

Jimmy: Fantastic. What about any other projects that are in your pipeline? Are you looking at doing more developments in the future? Anything else in Bishop or elsewhere in the region?

Jennifer: So, there is a ton of opportunity in this region, other buildings on main street. There is a small building adjacent to the building that we’ve already acquired, which was originally part of the property and built together and shares a facade. So, if we are able to acquire that building next door, which would about half double our square footage before our addition, we will be able to implement some of our education and engagement programs for fostering agriculture, cottage foods, and environmental education and engagement here in the Eastern Sierra with a commissary kitchen.

There’s a huge need along with the need for a central gathering place for an inspected kitchen for cottage food businesses, which would help our agricultural economy grow and have more of an outlet and create more unique local product. So, we’re looking to acquire that building next door, put the commissary kitchen in there. And we also… Because of the Los Angeles Department of Water and Power owning much of the land and water rights here in the Eastern Sierra, there is a challenge to access for land to grow on in this movement to bring back more agriculture in this region. And so, we are looking to acquire some land so that we can have a thriving educational farm and grow all the food for our restaurant locally.

Jimmy: Yeah. Water is a huge issue up there, despite being how many hours north of Los Angeles? I think about five hours.

Jennifer: We’re four hours…four plus hours to Los Angeles.

Jimmy: Four or five hours north of Los Angeles, that’s where all of Los Angeles’s water comes from, is way up in that neck of the woods. Is that right?

Jennifer: It is. And it has had a massive impact on our culture and economy over the last 100 years since the Aqueduct was constructed.

Jimmy: Right. Well, the project and your plan, your pipeline sounds like it could be very impactful for the residents of your community and catalytic as well for the town of Bishop. And I wish you nothing but the best of luck. It’s been a pleasure speaking with you today, Jennifer. If we have anybody listening or watching today who’s interested in learning more about you and River Queen Holdings, where can they go to find out some more information?

Jennifer: So, you can email me at [email protected] or go to our website, riverqueenprovisions.com. Let’s not forget that our project, in addition to offering massive community impact, does offer solid returns and we would love to talk to investors.

Jimmy: Fantastic. And for our listeners and viewers out there today, I will, of course, as always, have show notes available for today’s episode at opportunitydb.com/podcast and there I’ll have links to all of the resources that Jennifer and I discussed on today’s show. I’ll make sure to link to her email address and her website. And please also be sure to subscribe to us on YouTube or your favorite podcast listening platform to always get the latest episodes. Jennifer, again, it’s been a pleasure. Thanks so much for joining me today.

Jennifer: Thanks so much, Jimmy. We really appreciate the resource you’ve created.