The Cliffs Communities board and its new owners met with Cliffs members Wednesday evening to explain the decision to award the financially strapped development to Steve and Penny Carlile, according to a member who attended the meeting. The Carliles intend to plow most of any money they make from The Cliffs back into the golf communities’ amenities and operations.

        The board indicated that the Carliles, who have no experience in planned development management, were the only bidders of five who agreed to step aside if a better bid than theirs came along. The bidding process was opened after Cliffs founder Jim Anthony defaulted on a $64 million loan from his club members. If someone steps forward with terms the Cliffs board believes

The Carliles indicated no management or ownership role for founder Jim Anthony, although they could call on him for consulting.

offer a better opportunity for the communities, then the agreement with the Carliles clears the way for acceptance. In that case, the Carliles would receive a $1 million break-up fee, less than half of what the other bidders were willing to accept, according to the Cliffs board. Other aspects of the Carliles’ proposal that swayed the board were their plan to pay back note holders on a faster schedule than other bidders; the most favorable terms in providing “debtor in possession” financing” (which provides for the Carliles to have the “senior” debt, or first lien, on the property until the bankruptcy court renders a final decision); and, most generously, the Carliles’ willingness to plow most of the cash flow they generate back into the clubs. Other bidders anticipated retaining a large percentage of any profits in coming years.

        On the issue of a continuing role for Cliffs founder Jim Anthony, the Carliles indicated they have had no business dealings with Anthony other than their purchase of lots at Walnut Cove and High Mountain, site of the unfinished Tiger Woods golf course, and they have not worked with him on their proposal to take over the communities. They reserved the right to call Anthony in as a consultant at their own personal cost, but that he will have neither a management nor ownership position under their ownership.

        The Carliles’ primary home is in Marshall, TX, where the family fortune was made in oil and gas and where most of their family currently resides. They have made a big leap from owning a lot on a Carolina mountain to buying a huge development that spans 10 locations and thousands of acres. With a reported 20 bidders circling the bankrupt Reynolds Plantation in Georgia and the Carliles' apparently generous terms, it is easy to envision additional bids ahead for the Cliffs Communities.

        Some residents at The Cliffs Communities scratched their heads when the board in charge of identifying a buyer for the development selected a wealthy local couple, Steve and Penny Carlile, over experienced developers, including the [John] Reed Group out of Bluffton, SC (Colleton River, Belfair, Berkeley Hall, Hampton Hall) and the Stokes Land Group,

Buyers of The Cliffs have no experience in golf community development, except for having bought and sold a couple of lots in the community.

a Jacksonville, FL based developer with golf communities in its portfolio and a secret weapon that might soon be under its financial control (see below). Although they are successful business people (oil, gas, trucking, home and garden accessories), it appears that the sum and substance of the Carliles’ golf development experience is that they purchased a property in The Cliffs at Walnut Cove and later sold it and bought a lot at Cliffs at High Mountain, site of the as yet un-built Tiger Woods golf course. The Carliles own one of just 50 properties sold so far at the struggling High Carolina.

        As the board’s decision to choose the Carliles sinks in, some residents are speculating that Cliffs founder Jim Anthony may be behind the surprising selection. The Carliles have made no secret that they plan to engage Anthony as a consultant, and the fact that the couple bought a lot in the flailing High Mountain development could signal a special kind of loyalty to the founder. The Carliles also contributed a reported $300,000 to the $64 million they and 500 other members provided to Anthony to upgrade and finish the amenities in the Cliffs communities. After one payment, Anthony defaulted on that loan and precipitated the current selling process. A bankruptcy court will ultimately decide if the Carliles have the best plan for The Cliffs.  If some other group walks off with the prize, the Carliles will receive a $1 million payment, plus expenses, for their troubles, according to our sources.

        As we wrote earlier, the Carliles’ agreement with the Cliffs board leaves the door open to other bids. Readers of this column may recall that a few months before he defaulted on the loan from his members, Anthony sued the Urbana Companies and a local South Carolina bank for having

There is speculation that Jim Anthony sold The Cliffs trademark to Urbana, whom he is suing for fraud.

duped him out of large parcels of land, asserting that Urbana did not have the financial backing it had claimed when it purchased the large tracts of properties (and that the group was in cahoots with the local bank). We understand that Stokes, one of the bidders for The Cliffs, may now be close to financial control of Urbana, and that Anthony’s animosity toward Urbana, and his more practical desire to salvage something out of his lawsuit against them, might have driven the board’s decision to choose the Carliles rather than Stokes. (There is also a rumor that, in desperation for a cash influx, Anthony also sold The Cliffs trademark to Urbana. If that is true, and Stokes does not wind up with The Cliffs, a name change for the well-branded communities might be necessary –- or it could cost a fortune to, literally, get back their good name.)

        Cliffs members meet tonight in Greenville to discuss with the board and the Carliles the sale of their community. I won’t be a fly on the wall, but if I were, and given the Carliles’ apparent fierce loyalty to Jim Anthony in the face of his failed management and default on their loan, I would ask the Carliles one question: “Will you adopt me?”