In order to be successful with any offering of security, like a real estate syndication, a private equity fund, or even a crypto mine, two things must be present before you do an offer. First, it’s incredibly important to make sure that the offering is marketable – that people would want to invest. Second, it’s just as critical to make sure that the offering is legal. We’re going to go over that today.

My name is Tilden Moschetti. I’m a syndication attorney for the Moschetti Syndication Law Group. Today, we’re talking about the two ingredients that are necessary for your offer before you even think about putting it out there or hiring anybody. These things must be there before it even makes sense.

The first thing is, we need to make sure that it is marketable – something that investors would really want to invest in. I have six different tips for you on how you can make sure that it’s marketable:

  1. Analyze the market: Look and see what’s happening. If you’ve been presented with an apartment building to invest in, for example, look around and see how the market is selling. How are rents doing? How are comps doing? Is there a lot of vacancy in the area or not? You’ve got to take the pulse of where that offering would exist.
  2. Evaluate the property itself: Look at the fundamentals. If it’s real estate, walk it. Get a feel for it. If it’s a business offering, become a customer of that business and figure out if it’s something you’d want to get involved with.
  3. Financial analysis: Make sure the numbers work. You need to make a profit for your investors, but you’ve got to make a profit for yourself too. Ensure that within a reasonable period, you’re going to be making a reasonable amount of money.
  4. Do your due diligence: Dive in and get beneath the surface. Find out how that investment itself would work. Is it really all it’s cracked up to be? If it’s real estate, is the foundation good? Do those inspections. If it’s a business, do background checks on the key players.
  5. Assess the risk: Every investment is risky, some more than others. Be careful not to sell yourself – remain completely objective. It’s very easy to get excited about a deal and start telling yourself it’s great. Have a formal system to check yourself and make sure your risk analysis is thorough and objective.
  6. Ask some of your investors if it’s something they’d be interested in. If you ask five of your best investors and they all say it sounds good, that’s a positive sign.

Now, the second key ingredient is legality. Every now and then, I get a client who presents me with a great business idea, but for whatever reason, it’s just not legal. There’s no actual legal way to do it.

For example, I often get ideas about tokenizing real estate. It’s a great idea, but the tokenization process itself, when it comes to securities laws, probably doesn’t work under Regulation D. We can have a conversation about it, but most of the time, the legality falls apart because Regulation D requires that we can’t just resell that membership interest in the LLC – it’s not freely tradable.

You’ve got to ask yourself whether what you want to do is actually legal. Talk to an attorney who can help you with that process. You don’t want to have that egg on your face in front of your investors, telling them, “We had this great idea, but we were told at the last minute that it wasn’t legal, and we didn’t want to end up in jail.”

Key takeaways from this video:

  1. Syndications must navigate the challenges of both marketability and legality when structuring offerings.
  2. Market analysis, financial analysis, risk analysis, and diving into the valuation of the property or asset are critical steps that you cannot afford to skip.
  3. Ask potential investors what they think. It’s surprising how often this doesn’t happen with investments that fail.
  4. Compliance with securities laws is critical. Understanding how private offerings work across state lines nationally and how they interplay with fundamentals of securities laws is crucial. Review them with an attorney.

My name is Tilden Moschetti. I am a syndication attorney with the Moschetti Syndication Law Group. We’re happy to help you if you are putting together a Reg D offering. We’d love to talk to you and see if we can be of assistance.