How a Pair of Twins Took Old Buildings and Turned Them Into the Coolest Developments in Town

by

It was a good question: Susan Gruppi and Jessica Worman had organized 19 investors – dad and one of his business partners, ex-bosses, TCU friends, colleagues – to buy a warehouse. It was their first deal after they left jobs to form a real estate company out of a small coworking space on Fort Worth's West Side. Pitching the warehouse to a lease prospect, they ended up selling it to him at a $2 million profit after owning it for 60 days. "What do we do for the rest of the day?" they wondered, sitting across from each other in their office in the CoLab near Montgomery Plaza.

Gruppi and Worman, now 32, don't recall how they finished that day. But the story has filled in quickly since Gruppi formed the company in 2014 and her sister came aboard in 2015. With their original investors, they sunk $11 million in 1031 exchange money from the warehouse deal into three more: a Best Buy they sold; commercial building on the Near Southside's West Magnolia Avenue they remodeled, leased and sold; and a building near their offices that contained the M&O Grill hamburger joint and small museum commemorating the history of Fort Worth's Leonard Brothers. That building, at 200 Carroll St. northwest of Montgomery Plaza, became the first of 12 that the twins" M2G Ventures and partners own in a formerly sleepy industrial neighborhood they've rebranded The Foundry District. The M&O and museum remain, and the district is home to more than 40 fresh-face retailers, cafes, and creative-office tenants, highlighted by outdoor art, special events, and community partnerships, and aimed at young creatives who want to live, work and play in dense urban spaces.

Gruppi and Worman next took on the historic O.B. Macaroni pasta plant, at the southwest corner of East Lancaster Street and Interstate 35 West on the Near Southside, and are slowly rehabbing and leasing it for creative office, manufacturing and distribution tenants. As in the Foundry, Gruppi and Worman have linked the project to growing, popular, local brands like Craftwork Coffee, W Durable Goods, Melt Ice Creams and TexMalt. Most recently, M2G purchased a tired commercial building at 710 S. Main St. in the Near Southside's burgeoning South Main Village and is turning it into restaurant, retail, and creative office, with a cidery, coffee shop, and cooking class place signed so far.

Gruppi and Worman estimate their M2G Ventures and partners have executed about $60 million in transactions, including purchases, capital improvements, and a handful of sales. They estimate they've raised more than $25 million in capital through more than 15 deals, with 60 investors. The two have become quickly known for their self-confidence, creativity, and ability to create character in their properties and tell their stories. Earlier this year, Worman was invited to give the retail segment at the Real Estate Council of Greater Fort Worth's well-attended and anticipated annual Real Estate Forecast. "From about October 2015 until mid-2017, Susan and I didn't look up," she says.

Susan Gruppi and Jessica Worman, twin co-founders of M2G Ventures, at the new Craftwork Coffee cafe in their Foundry District development.

"Oh, yeah, who wouldn"t?"

Terry Montesi, CEO of Trademark Property Co. in Fort Worth, developer of the Whole Foods and REI-anchored Waterside development in Southwest Fort Worth and recently chosen to lease, manage and form a plan to redevelop the Galleria Dallas, was the twins" first professional mentor.

"Oh, yeah, who wouldn"t?" he said, when asked if he remembered his first meeting with the sisters. The twins had come to Fort Worth from their native Longview in East Texas to study at TCU. In their junior year, 2007, they formed a real estate club at the Neeley School of Business with the help of professor Joe Lipscomb, who invited several prominent people in real estate to an opening get-together, with case studies, discussion and dinner. Lipscomb, in inviting Montesi,told him he had a couple of students he wanted Montesi to meet. "He didn't tell me they were identical twins," Montesi says. "My dad was an identical twin."

After dinner, the twins buttonholed Montesi. "I got seated at a table with one; I don't remember which one," he says. "After dinner, she says, "Don't leave, we want to talk to you."" Soon, Montesi had a twin at each side.

"We are looking for someone to learn from," Montesi recalls one said.

"We want to intern with you."

"We'll work for free."

"We, not I," Montesi says. "They were finishing each other's sentences."

Montesi brought the twins in as interns, and Trademark hired them full time after they graduated. Gruppi worked for Trademark for seven years in finance. Worman worked there for four years in leasing and moved to another job before she joined her sister at M2G. "It was fun training people who want to learn," Montesi says. "I knew I was training eventual competitors. It was OK. They reminded me I started my first company at 26."

The twins confirm this retelling. What they learned from Montesi: "Branding,marketing and the importance of it in a commodity business, how to make an impact on people [through a project], the balance between calculated risk and reward," Gruppi says. "I worked there for seven years and talked about having my own company the whole time, with the owner of the company."

The twins" father, Richard Miller, is a storyteller, having told Johnny Appleseed stories to children for years. Montesi's also a storyteller, Worman says. He would drop by Worman's desk, "and he'd say, "Tell me the top three things good that are going on today." I learned how to present a story to someone else."

Chase Leftwich, co-owner of TexMalt, a craft malt house, raking the barley in his quarters at M2G Ventures" O.B. Macaroni building.

"If you have daughters…"

The twins began learning real estate – and its ups and downs – at an early age. Their parents owned apartment complexes. The twins" mother, Susan Miller, got information on competitors by impersonating a prospective tenant and taking her elementary school-age daughters along. Their father, in developing a subdivision, would take his daughters on drives to look at houses. From a young age, the sisters "were always doing something together," Worman says. "Fake restaurants. Selling stuff to family." If they asked for a package of gum, their dad would ask if they were carrying their allowance money.

To encourage their children – the Millers have three older sons – to save and invest, the Millers set up bank accounts for them and agreed to match their savings from jobs and gifts. "All my kids and grandkids," Richard Miller says. "Every year, we'd match it. We called it bank day; we'd go down to the bank." That was until the accounts neared $10,000, he says. "Then we switched to 10 percent." The Millers also invested in a foreclosed home with the twins when they were 17.

"If you have daughters, of course, you want them to be happy," Miller says. "You also want them to be independent."

When they were preschoolers in the late 1980s, the family's financial fortunes took a hit on what Miller says was bad market timing and a downturn in real estate. The Millers filed for bankruptcy protection and sold their home in Longview; they had a family picture shot in front of it just prior to the filing. When the Millers temporarily moved into a guest home on the property to prepare the main house for sale, Susan Miller, an avocational artist, made tunnel rooms for her children. "We thought it was awesome," Worman says of the experience, attributing much of the sisters" creative energies to their mother.

The Millers rebounded, and today maintain homes in Longview and Fort Worth and invest in their daughters" deals. "We invest with them 10 percent here and 15 percent there, enough for them to say the family's participating, but not enough to push out someone else," Miller says, adding he and his wife are preparing to liquidate much of their investment holdings outside Fort Worth and Dallas to invest in higher levels with their daughters as the deals get bigger.

Miller says he's drilled his twins to always be wary of the market, a point he illustrates with his family's financial troubles of the "80s and "90s. "We have gambled and lost," he says. "But we learned from it. It's not always up to you. The market is good. We're in the 10th year of expansion. Will it end? Yes. When? Who knows. Should we be stockpiling cash? Yes."

Asked if the twins consult their parents on their deals, Miller laughs and says, "They do not." His old strategy was "clean, paint, remedy problems." His daughters take a much broader view, re-examining uses and tenant bases. When he and his wife step into one of their daughters" deals, Miller says, "instead of saying "where's the shag carpet," I realize they're doing this differently."

When he offered his banking relationships to his daughters as they started their business, they demurred, choosing to develop their own. "They said, "We want relationships with our own banks, so in the future, we can have what you have,"" Miller says.

Owner Daniel Wright of W Durable Goods, in his showroom at M2G's O.B. Macaroni building

"My knees buckled."

When the twins went off to college, they thought they'd end up in the family real estate business. "Dad said you need to work for someone else" first, Worman says. At TCU, Gruppi earned a Bachelor of Business Administration in finance, with a real estate concentration and Spanish minor. Worman earned a Bachelor of Business Administration in finance and real estate, with a leadership concentration.

In her seven years at Trademark, Gruppi rose to vice president, working in redevelopment and development, financial and investor reporting, sourcing of debt and equity, financial and strategic management of existing portfolio assets, and underwriting new development and acquisition opportunities.

Worman was a senior leasing representative at Trademark, where she specialized in leasing strategy, execution, and project management of super-regional malls and upscale mixed-use centers. She moved to the Dallas-based Open Realty Advisers in 2011, heading retail expansion and strategy across the United States for Apple, J.Crew, Madewell, Tesla, Diane Von Furstenberg, Spanx, Restoration Hardware, and helping lead the firm's landlord consulting platform.

Richard Miller remembers the call from his daughter Susan when she decided to go out on her own. "Are you sure, Susan, because you're giving up a good job," he said. "At that crucial moment, my knees buckled."

Jessica Worman and Susan Gruppi, inside the newly opened Craftwork Coffee cafe in their Foundry District

"Always somebody who says, "bad idea.""

The Foundry assemblage began with the purchase of the 10,000-square-foot screen printing building. "We needed the project to feel bigger," Worman says. They purchased the Foundry sites in seven transactions between October 2015 and May 2017. Competitors for the same old warehouses typically saw tear-down value and potential redevelopment for apartments. But Gruppi and Worman saw more value in – and paid more for – adaptive re-use and a focus on the industrial, urban and historical architectural details found in their signature projects.

"Nobody would have cursed if we came in here and demo"d all of this," Gruppi says of the Foundry. "Very rarely does everyone like what we do. There's always somebody who says, "bad idea."" The twins view their approach as "How can we make money in the gray?," Worman says. Sometimes, the banging around of ideas in their heads can be counterproductive, the twins say. "We're big idea people, which is probably one of our biggest downfalls," Gruppi says. Too many ideas can "almost get in the way of executing on each one."

Will Northern, CEO of Northern Realty Group, brought the 710 S. Main deal and leases for the cidery and coffee shop to M2G, as well as several leases for other M2G projects, including the Cowtown Marathon for the Foundry. "A lot of people walk into a building and just see it in its present condition," Northern says. "Where [Gruppi and Worman]excel, other developers don't. They're fantastic marketers."

The twins also are strong at assemblages, often working transactions without the help of brokers, Northern says. They have different roles in the company – Gruppi, finance, and Worman, brokering, leasing and marketing – but "they know each other's silos" and work well together, Northern says.

The twins quickly built a stable of local brands in the Foundry, ranging from Cowtown Marathon's offices to a recently opened new café and coworking location for Craftwork Coffee, M2G's first tenant in the O.B. Macaroni building. "If you've just built another project, there's no reason people are going to go in with you," Worman says.

Jonathan Morris, owner of Fort Worth Barber Shop, paid the twins a visit after they purchased the 200 Carroll St. location and became a tenant in that building, opening a men's grooming products store called The Lathery, with a location of Fort Worth Barber Shop inside. Entrepreneurial Fort Worth has produced a burgeoning number of popular, local brands like Morris. "We knew we wanted to be part of that journey," Gruppi says. "People gravitate toward these brands."

The twins have maintained Leonard's Museum as a tenant to retain the district's historical ties. The museum was created, and is run, by the philanthropist Marty Leonard, daughter of Marvin Leonard, who founded Leonard's Department Store, Colonial Country Club, and Shady Oaks Country Club. Leonard also built a subway between Leonard's downtown (it made way in the 1970s for the Tandy Center) and a remote parking lot. The 1,500-square-foot museum, which Marty Leonard opened in 2005, follows the Leonards" history in Fort Worth and is filled with artifacts depicting a piece of downtown history that no longer physically exists.

Leonard marvels at the job she says Gruppi and Worman have done in reviving the neighborhood. "With all that's going on, there could be a higher use" for her space, Leonard says, in response to a reporter's question. "But they haven't suggested that."

"Marty is the highest and best use," Worman says. "History and story. It's one of the only things that sets us apart from every other development."

In buying the O.B. Macaroni building, which had been on the market for a year, Gruppi and Worman ran into a break. The owner listed the property at a price reflecting its value as an industrial property. The twins saw greater value, for creative office.

In the first phase of redevelopment, they focused on making the ground floor functional for makers, manufacturers and events, adding electrical upgrades, bathrooms and air conditioning. They repainted the exterior, including its old signs, to revive it, using a small $25,000 loan from the Near Southside nonprofit.

M2G first lured Craftwork Coffee Roasting Company, whose owner Riley Kiltz introduced them to Kari Crowe of Melt Ice Creams and Daniel Wright of W Durable Goods. M2G plans to paint large murals on the plant's silos that represent the tenants. Future phases, on the upper floors, will include creative office and event space.

"That's a bold move to take on that property that isn't an easy renovation and isn't an obvious match for a certain type of business," says Mike Brennan, CEO of Near Southside, which has enjoyed a procession of developers who"ve taken on projects that have revived the Southside. "You have to be creative, and you have to get some pioneer tenants in there."

M2G has grown its staff as the company expands its portfolio. The staff is up to seven now. Longtime friend and artist Katie Murray, whom the twins met in college, is the chief creative officer, responsible for murals, graphic design and curation of art elements.

Gruppi and Worman do some limited consulting work, including advising the Majestic Realty/Hickman Enterprises partnership on its remake of the historic horse and mule barns in the Fort Worth Stockyards. In the future, the twins say they may even create their own retail concepts. Breaking onto the Fort Worth scene as women has had some awkward moments, but they've been relatively few, the twins say. Gruppi: "We've definitely put ourselves in more situations where we're going to be listened to."

M2G's VENTURES

THE FOUNDRY DISTRICT

First acquisition: October 2015, 200 Carroll St.

Total acquisitions: Seven, October 2015–May 2017

Where: West Fort Worth, northwest of Montgomery Plaza and off of White Settlement Road bridge opening access to Panther Island major economic development project

Scope today: 14 buildings along Carroll, Weisenberger and Whitmore streets, 98,000 square feet. M2G has created The Foundry District brand for the old neighborhood. Other surrounding businesses like Clay Pigeon and Angelo's barbecue restaurants identify themselves as being in the Foundry; the Foundry promotes those businesses.

Office tenants: M2G Ventures, Morris Capital Partners, Tactical Systems Network, CG Northern, Holland Collective, Cowtown Marathon, Rogers Healey

Retail tenants: Gifted, The Lathery, Cowtown Marathon, Thrive

Restaurant and Beverage tenants: M&O Burger, Fort Worth Food Truck Park, Meyer & Sage, Blackland Distillery, Blackland Distilling, Craftwork Coffee Co.

Lifestyle tenants: City Surf Fitness, Love Carmen Rose Photography, Leonard's Museum, Fusion Medical Aesthetics, Audacious Life, Doc's Records and Vintage, and The Grand Berry Theater

Space available: Three office, five restaurant or retail

O.B. Macaroni Building

Acquired: November 2016

Where: Near Southside, southwest corner South Freeway and East Lancaster Avenue, Fort Worth

Total size: 42,000 square feet

Uses: Office, manufacturing, production, distribution

Tenants: W Durable Goods, Craftwork Coffee Co., Melt Ice Creams, TexMalt

Space available: 12,700 square feet, ground floor; 7,000 square feet, second floor; 7,000 square feet, third floor

History: Built around 1860 as a stagecoach hotel, the O.B. Macaroni Pasta Factory is one of the oldest remaining buildings in Fort Worth.

M2G renovations: Completed first phase, including renovations to make first floor functional and exterior repaint to restore original character and signage.

Related acquisition: A limited partnership held by Richard and Susan Miller, parents of Susan Gruppi and Jessica Worman, has purchased the 28,000-square-foot location of a mattress store at 210 South Freeway and 501 East Broadway, next to O.B. Macaroni.

710 S. Main

Acquired: April 2016

Where: 710 S. Main St., Fort Worth

Total size: 17,500 square feet, retail and creative office

Status: Completion planned fall 2018

Space available: Retail/restaurant, 2,494 square feet available

Creative office: 9,800 square feet, divisible

What it is: Renovation of a 1950s two-story building in Near Southside's South Main Urban Village. Renovations left the original brick exterior walls. M2G will put up a full-building exterior mural. Restaurant brands planned for ground floor, and creative office on the second.

Tenants: Locust Cider, Black White & Brews, and The Cookery

2809 SHAMROCK

Where: 2809 Shamrock Ave., Fort Worth

Total size: 3.75 acres, 20,000-square-foot flex warehouse build-to-suit opportunity

Description: 19,450 square foot concrete tilt wall building with 32 dock-high doors and ramps; 3,200-square-foot concrete tilt wall building used as a car wash and photo studio; 130 surface parking spaces; 120 covered parking spaces

INVESTMENTSSOLD

1305 W. Magnolia Ave

Acquired: March 2016

Sold: June 2017

Total size: 7,094 square feet, restaurant and office

Description: This is one of three investments that M2G and partners made using proceeds from the sale of a warehouse, a deal that propelled the company. M2G remodeled the original 1910 building and three add-ons, exposing the original brick interior walls, and adding new storefronts, Zen atrium, and community mural called "Follow Your Dreams." Tenants reopened to the public in mid-2016.

Tenants: Physician Services, Great Harvest Bread Company, Concept Connections

DECATUR

Acquired: 2016

Sold: December 2017

Address: 1300 FM 51, Decatur

Total size: 23,000 square feet retail; 6.39 acres

Description: Retail center

BEST BUY

Acquired: October 2015

Sold: September 2017

Where: 5604 SW Loop 820, Fort Worth

Total size: 45,521 square feet, 4.2 acres

Description: This is another of three investments that M2G and partners made using proceeds from the sale of a warehouse, the deal that propelled the company.

THE CROSSING AT CAMP BOWIE

Acquired: June 2015

Sold: April 2018

Where: 5702 Locke Ave. and 2812 Horne St.

Total size: 22,288 square feet, retail and office

Description: Renovation completed December 2015, including addition of a 30-foot mural, "Dream on Dreamer," by artist Katie Murray, M2G's chief creative officer

Tenants: Mariposa's Latin Kitchen, Szechuan, Rocco's Wood Fired Pizza, A Piece of Work, Fort Worth Pediatric & Cosmetic Dentistry, Salon 70

---FOO BAR