Syndication Attorneys Podcast
A huge question weighing on most new syndicators minds is the question. How long does it take to raise money for a syndication?
My name is Tilden Moschetti. I’m a syndication attorney with the Moschetti Syndication Law Group. Quite often I get the question from new syndicators or new fund managers, just how long do you think this is going to take? For me to raise this 2 million? 4 million? 10 million $20 million? It’s a frank question. And it is probably the most difficult question I have to answer because it falls down on that it depends answer. I’ve seen syndicators raise money in incredibly short periods of time, 24 hours, you know, very small amounts of time, lots of money. I have one investor, one syndicator, who I work with who raised $500 million dollars in four hours. That is definitely not the norm. So don’t take that as well. Of course, you can do that here. Because it’s definitely not that is extremely unusual. A lot of times, it takes a lot longer. My first deal that I raised money for I raised $3 million, for it took me six months. Now I didn’t know what I was doing. Then this was before I was practicing as a real estate syndication attorney. It was before I had ever done my first deal. It was about 10 years ago. And I didn’t really know too much about Regulation D, I put, I had a great deal come to me put the deal together, learned a lot along the way. And then really started raising money. That’s how I built my engine of knowledge about how to raise money, aside from how to put together these syndication projects and equity funds. But it was a huge ongoing process, I didn’t have any guidance, I didn’t have anyone to do. So it was a lot of trial and error. That takes a lot longer. We were I was successful in raising money in that, in that six months period raised $3 million for it. That’s it six months is a really long time, I was very lucky that that particular asset was able to wait six months in order for me to make that raise. Now, it takes it a lot shorter than that. Not only because I built up investors that I’ve got that I’ve had before, but I also know the process. And I also know the amount of work it takes. And that’s why this question is so hard to nail down. Because it really depends on two things. It depends on number one, how big your network is, if you’ve got a really big network of very wealthy people, it’s not going to take you very long to raise money, they’re going to want to invest with you because they already know you, they believe in you. And they’ve got lots of money that’s sitting idly by if you don’t have an extensive network, and you’re going to rely on advertising, or you’re going to rely on meeting friends of friends, and then building that relationship and converting them into a 506b offering. It takes good amount of time, because you have to still nurture that relationship. The second thing that it takes is it just takes or I’m sorry, the second thing that really is the determinant is how hard you work. Raising money isn’t simple. It is absolutely not like you see here on YouTube, many times other people saying all you have to do is put it online and watch the cash flow and because it’s definitely not the case. And any one of them that thinks it is any one of the Guru’s that saying it is I challenge them to show me a case where all they did was put it up unless they’ve got some enormous brand name. And even then some of the cases are they have a lot of challenges. So if you don’t have a big name, and you’re expecting to just put it up online, it’s not going to just happen very quickly. So it does take a huge amount of work. And that work is very enjoyable. I won’t I won’t tell you otherwise, you’re getting to talk with people you’re getting to meet people talk about strategy and talk about your project, which you probably find enjoyable anyway, otherwise, you probably shouldn’t be doing a syndication but it is work. And so when you put those two together your existing network in the amount of work that you put in and those are the two variables that are going to dictate just how long it takes. Now, if you were going to be raising a million dollars, I would say it’s probably going to take on average and this is very average, didn’t you as a new syndicator are not average, you’re either above average or below average. So it’s either going to take longer or shorter, I don’t know. But I would say in general, if you’re going to raise $1 million, it’s probably going to take about a month and a half. If you were going to raise $3 million, and you’ve worked really hard at it, and you had a really average network, but a good enough network, it’s probably going to take it to two and a half months. But it’s a lot of work. And you, you really need to work it. And also what you’re syndicating needs to be unique, and you need to have a good story. So you’ve got all these things that are kind of dictated, which is why I actually didn’t want to record this video in the first place. Because I’m scared of being able to answer that question. Because it just depends. So sorry, I can’t give you a much more concrete answer. But the truth is, it’s just it is variable. I’m not going to be like one of the gurus who says that, yes, you can def salutely. Do it just by putting it online, you’ve heard clearly that that’s not my position at all. But it does take a good amount of work, but you can do it. And it absolutely can be done. And I think anybody can if they apply the right word, and they do a good job, and they’ve got something that they’re syndicating that they they really believe in. And that has a good story and has a reason for why to do it. I do believe that with the right amount of work, they absolutely can find the money and get that money raised. I hope that helps that great non this great non answer video answer. But if you’d like to talk about your specific project and I can help you as a syndication attorney, I’d be happy to have that conversation. give my office a call.
In order to be successful with any offering of security, like a real estate syndication, or a private equity fund, or even a crypto mine, two things must be there before you do an offer. First, it’s incredibly important to make sure that that offering is marketable that people would want to invest. And second, it’s also just as critical to make sure that the offering is illegal, 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 things, two ingredients that are necessary for your offer. Before you even think about putting it out there hiring anybody or whatnot, these things must be there before you even before it even makes sense. So the first thing is, we need to make sure that it is marketable, we need to make sure it’s something that investors would really want to, you know, just invest into. So I got six different tips for you on how you can make sure that it’s marketable. First, analyze the market, just look and see what it is. So if you’ve been presented, for example, with a apartment building to invest into, so you, you’ve come across this offering memorandum, it looks like a really great building, look around and see what the market is selling him, how are rents doing how are comps doing, how are how is there a lot of vacancy in the areas they’re not, you got to just start to take a pulse of what that market of where that where that offering would exist in. Because if it’s not wanted there, if the market isn’t going to be interested, and you’re not going to be able to have customers to whatever that is, you’re also not going to be able to have investors. Number two, evaluate the property itself, like look at the fundamentals, if it’s if it’s a property. So walk it, if it’s a if it’s real estate, go out there, just get a feel for it, make sure it’s something that just feels right. If it’s something different, really test it out. So if it’s a business offering, that you are interested in buying a business, for example, become a customer of that business, and really kind of figure out is this a this kind of thing that you would want to get involved with number three, financial analysis, you got to make sure that the numbers all work, you need to make a profit for your investors, absolutely. But you got to make a profit for yourself too. So you need to make sure that that within a very reasonable period that you’re going to be making a reasonable amount of money, or in a really, really an unreasonable amount of money. If it’s positive. That wouldn’t hurt either. But make sure that you’re making money, that it’s something that actually is that the financials all add up on. Number four is you start doing your due diligence really dive in, get beneath the surface and find out how that investment itself would work. Is it really all it’s cracked up to be is the if it’s real estate, you know, it’s the foundation good I’m do those inspections, if it’s a business, do background checks on the key players, if they’re staying in place, find out what’s really going on beneath the surface, so you don’t get caught off guard. Number five, assess the risk. every business, every investment is risky, some are miski or than others. And the more risk you have oftentimes means more reward at the end of the day, but not always. And sometimes the most lucrative or have also a very low risk. So where is that risk level? Now you gotta be careful here. What you have to be careful about is not to sell yourself, you have to remain completely objective. It’s very easy for when you get excited about a deal to start telling yourself and I know because I do this, and I have a formal system that I use to check myself to make sure that I’m not getting in my own head and selling myself on the deal. You got to be crystal clear and ultra rational. Make sure that your risk analysis is thorough, and objective. And number six, and this is probably the most important. Ask some of your investors if it’s something that they’d be interested in. If you’re if you ask five of your best investors by people you’re closest to Hey, thinking about doing this investment investing in this as is something you would want to invest alongside me with. Follow them say Oh absolutely. not Well, you better think again. Or if they say, oh my gosh, that will sell in a heartbeat. I want to take the whole piece, if all of them are saying that this sounds pretty good from that score, doesn’t it? So do those six steps. Now, I said, there’s two key ingredients. marketability. Number two is legality, every now and then I get a client or a potential client in front of me who presents me with a great, great idea. It’s a great business idea. But for whatever reason, it’s just not legal. There is no actual legal way to do it. A great example just to show you how it can happen. Because we’re not talking about gunrunning, or something that’s just flat out everybody knows is illegal. But so let’s talk about a lot of people come to me maybe once a month, I get in, and I get told an idea about pitching an idea for tokenizing. Real Estate, it is a great idea. I can’t argue with that. But the tokenization process itself, when it comes to securities laws, probably doesn’t work. Now we can absolutely have a conversation about it, if that’s your if that’s your idea, but most of the time, the legality falls apart, because under Regulation D. So for in order to use Regulation D, we have to make it so that we can’t just resell that that that membership interest in the LLC, that it’s just not freely tradable. The SEC doesn’t want to create a market, if that’s there, which is automatically there by tokenization. That’s part of the whole idea of tokenization. If that’s there, it’s probably not legal under Regulation D. Now, you probably could do it under some other regulations, but not under Regulation D. There are other great business ideas about whether you can do things or not. But you got to ask yourself whether or not it is legal. Talk to an attorney who can help you with that process to make sure that what you want to do is actually legal at the same time, because if it’s falls apart legally, boy, you don’t want to lose that have that egg on your face in front of your investors of? Well, yeah, we had this great idea. But we were told that the last minute after we got you all excited that it wasn’t legal, and we didn’t want to end up in jail. That would be terribly embarrassing. I don’t want you to have to do that. So let’s go through what the key takeaways from this video are. Hope that this will be helpful for you. Number one, syndications must navigate the challenges of both marketability and legality when we structure your offerings. Number two, market analysis, financial analysis, risk analysis, diving into the valuation of the property, all those things or the asset, all those things are absolutely critical. They’re key steps that you cannot afford to skip. Number three, ask potential investors what they think I can’t begin to tell you how few of times this doesn’t happen. So in investments that fail, that if you ask this question, Well, did you ask potential investors before you did the offering, whether or not they would invest? The answer is almost always no. And so of course, it’s going to fall apart. Number four, compliance with securities laws, understanding how private offerings work across state lines nationally, how they all interplay and then those other just fundamentals of securities laws are critical for you. Review them with an attorney such as me, 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 love to talk to you and see if we can be of assistance.
If you’re new to syndication or running a private equity fund, wouldn’t it be nice to just bypass those rookie mistakes so that you don’t have to make them in putting together your syndication or equity fund. My name is Tilden Moschetti. I’m a syndication attorney with the Moschetti Syndication Law Group, I’m gonna go through those rookie mistakes that oftentimes I see things that are easily fixable and give you the tools to succeed quickly.
If you’re new to syndication, or private equity funds, there are some mistakes that obviously get made time and time again, you get made by the people before you and they’ll get made by the people after you, those people are trying to raise money, buy assets invest with other people’s money. Now, these are the mistakes that I oftentimes see in my practice, they’re not necessarily mistakes on one particular deal. But there are mistakes that are made on an entire process of going from that first deal all the way down three years from now and growing into that large fund or that, you know, massive serial syndicator, who’s doing three deals a month. Now, the way we think about things are, it’s really the keys to the kingdom. So the way that we put ourselves forward, if we can fix these little errors, and we can think about things a little bit differently, it’ll launch your career, your progression to that three year mark much more smoothly. So I got five key points that I want to convey that would be that will help you make that transition from new, two very experienced and very successful. The first one is building your book. So building your book, there’s there two things that every investor must do, or every syndicator must do. First off, you got to be always, always, always, always being good. Adding investors always be thinking about adding investors talking to your current investors, and building your book of investors. Not only that, but you also need to always be thinking about building your book have other allied professionals that can help you. Now certainly brokers are a piece of that, but I’ll talk about them in a minute. But also the loan brokers, the people in the finance industry, if you have marketing people, your attorneys, all those people, they always need to be spoken to, you always need to be expanding that book that Rolodex has to grow. Number two that you must always be doing is always be looking for deals. Now. If you are doing real estate syndication, you’re probably looking and talking to brokers. Brokers are definitely part of that book of business from that first step that I told you about. But don’t spend all your time talking to brokers, brokers, most of the time are not going to be investing into your deals, both brokers most of the time are going to be coming to me to set up their own their deals for them. So they’re probably not that interested in investing. They are though, the keys to the kingdom of getting good deals, getting offers and getting good deals out there. If you’re not in real estate, and you’re doing something else always be looking for what’s that next thing that I can be doing. Even if you’ve got a project going right now you’ve got to always be be going because as you’re adding new investors in more and more, they’re going to be hungry and need to get deals if you bring somebody in and you don’t talk to them for another for a year, a new invent potential investor because you don’t have an offer those there belong gone there. They’re lost, you will never get them. So always be looking at deals always be trying to find what’s that next deal. Now some of my clients are really good at bringing in a lot of deals and they drown in deals. They’ve got so many deals that they’re working on. That’s okay, that’s a better problem to have than not have any deals at all because if you don’t have any deals you’re not making any money. Number three is relying too much on just a small at one investor or to investors. A lot of people have like that one key person who’s basically buying like half of their half of the their units that they’re selling. That’s okay that that’s happening but you can’t start counting on it. Nobody owns an investor they can go away at any given point. Even your mom and dad if they’re your investors don’t necessarily need to invest in your next deal. So always be looking, be looking for new invest yours and diversifying your investor pool, because relying on one is just gonna sink you, or like you can have all this momentum and then absolutely stop, because your next deal just fell apart because your key investor left. Number four is always be thinking about your liquidity. So you need to be saving money to get you through to the next deal, especially if you’re marketing. If you’re doing Regulation D Rule 506c offers where you’re going to be marketing, your marketing costs are going to be expensive. So make sure that you’ve got the liquidity for you to be doing that. Also, it’s important that you’re making money in the deals that you’re doing. Because you need that liquidity in order to continue to grow your business. If you put all the money towards the equity at the end, well, that’s all great. But what how are you going to do the next deal in between where you need to come up with a deposit or you need to come up with something in order to do that next deal. You always got to be paying attention to that liquidity. And lastly, always, always, always, always, like I said, number one, build your list of investors, you should be thinking about not only building your investor list as it relates to, you know, if you’re doing 506 beads just growing that list, but you should be you should be marketing yourself as a syndicator. Not on a particular offer. If you’re doing 506 B’s but as a syndicator so that you can have conversations, go out into the wild, talk to other real other investment groups, talk to other syndicators always just be working on growing that list of investors with you. That’s the power. I have one. One client who started with the very first deal that he did, it took him six months to raise $2 million. That same investor, he raised $500 million in less than four hours. Now how did he do it? Because he grew the list. He just grew it to such a point that there was such a fervor of investors who wanted in with them that all he has to do is send out an email blast and he’s answering the phone, taking in orders. That’s all he has to do, because he’s always been growing his list. So key takeaways from this. Number one, always focus on your book of business. Always be working on the list of investors, with loan brokers with all those key players build that Rolodex. Number two, look for deals you do, you don’t have time to rest. Just because you’re working on a deal right now does not mean you’re not working on the next deal. Number three, don’t rely too heavy on one big investor, they can pull out at any time and then suddenly you are without anything. Number four, syndicators should have enough funds, enough liquidity to warm up investors to market to do that next deal. A lot of times that needs cash, and you need that cash there you need a war chest in order to do it. Number five, build the list of potential investors. You always need to market yourself market your company follow up with all potential investors, you need your list to grow. My name is Tilden Moschetti. I’m a syndication attorney with the Moschetti Syndication Law Group. I hope this video was helpful for you. Because I really do want to see you succeed from your doing your very first deal. All the way to doing that year three plan that three year plan where suddenly now you are a major hotshot and you’ve got all the deals and all of the investors. I’d love to see that happen. If we can be of service to you in that end, please don’t hesitate to give us a call.
Hey Tilden Moschetti here, hope you are doing well. Coming to you live from North Carolina wanted to welcome you to this webinar today we’re going to do a lot of very cool things. We’re going to go through underwriting, but we’re gonna do it in a manner that you probably haven’t seen before. Web underwriting itself for financial analysis is probably considered one of the most boring things you could do by many syndicators, I actually find it extremely exciting. And you’ll see why once we dive deep into into the financial analysis picture. And when you look at it from the concept of levers, which is what we’re going to talk about, you’ll see that there’s a lot of possibilities and how you can shave deals into deals that not only work really well, but also work very well for your investors. At the end of the day, what we’re trying to do is we’re trying to build an investment that investors will invest into, but will still make you the most amount of money. So a lot of times how I approach the financial analysis picture is I start with my fit, right, the founder investment theory, and I’ve got videos on that. And I’m sure you’ve heard me talk about that before. But what when you start with the fit, and you get an idea about what your investors are looking for, not only from a financial picture, but also from what sort of deal in general they’re looking at it from what sort of lens? Are they looking at it as a cash flow deal? Are they just needing a long term thing, what’s gonna get them excited those things, then you can start to build your investment offering in a way that that really dials it in specifically for those investors. So starting in the financial analysis picture, we start with, you know, the typical things that you might see an advertising. So what do my investors expect to see in terms of IRR or expect to see in terms of some sort of multiple or something like that? The problem with that is that we see, and you see this on advertisements all the time on Facebook is the all that that syndicators are talking about is those those measures, heads, hey, we’ve got a great we’ve got a 15% IRR. We’ve got a 15% IRR. I mean, if you scroll through my entire feed on Facebook, because I click on every single ad that syndicators put out is just full of these and it’s just IRR after IRR after multiple after multiple after IRR after preferred return preferred return IRR. And it’s there’s nothing at all interesting, which puts people which puts syndicators in the role of just a commodity where you’re competing on IRR, multiples preferred returns, things like that. And what that does at the end of the day is it puts you in a spot where now you’re competing on as a commodity you’re trying to be to give investors the highest possible return possible, even at sacrificing at yourself. There’s a lot of ads right now that are competing, saying, well, our splits aren’t 80% Like everybody else, our splits are 95% to the investor and only 5% to us. But that’s ultimately going to mean for the syndicators is unless they’re really patting their fees, which they are. But unless they’re actually you know, if they were doing it correctly, and not patting their fees, and just doing those 5% splits to them, they’d be out of business, they would be doing way too much work for not enough reward. So let’s go through sort of a high level in terms of what how do we do financial analysis and how we break things down. Of course, you can do questions, there’s a q&a in there in the bottom, feel free to use that. I’m not going to be checking it too much, because I want to go through in detail a lot of these. But certainly towards the end, I’m hoping to have enough time. But there’s a lot of information I want to go through. And so let’s go ahead and get started with that. So let’s open up a whiteboard. You’ve seen my webinars before you know I love the whiteboard. It gives me a good chance to to put everything down a nice place. So when it comes to financial analysis, and when it comes to writing a performance so even your real estate agents when they building a pro forma, there’s two sets of things that are going on at any given time, right? They’re looking at facts and they’re looking at a assumptions. This is how every analysis starts with those two items. So what are the facts, we’ve got simple things like size of the property. And by the way, I’m going to use like an apartment building as a sort of a template here. Most of my clients are syndicating multifamily properties. It’s just a starting place, it doesn’t matter if this is real estate, that’s multifamily real estate, if it’s a, if it’s an office building, which hopefully it’s not right now, if it’s a multi tenant retail building, which hopefully is just a great asset class right now, or if it’s something else entirely, and this is the same sort of thought process is that everything starts with facts and assumptions. So we’ve got the size of the property, we’ve got the lot size, you might have the Fars, you’ve got the existing tenants. And you’ve got other factors, too, right? It’s located in somewhere, and that somewhere has demographics, you’ve got the operating expenses of today, you’ve got property taxes, you you’ve got, if you have don’t own this asset, yet, you’ve got the fair market value, which is the price you’re paying for it, right, you’re buying this property for something. And so you’ve got this set of facts. There’s other facts too. And we’ll get into some of those in just a second. But let’s talk about some of the assumptions that are going on. Well, we’ve got we’re talking about existing tenants. So what is the likelihood of renewal? Right? They’re on a lease, what’s the likelihood they’re going to stay or renew? That may change everything, right. So in some places, where there’s rent control, you may not be able to move tenants out, if they planning and if they renew, you’re not going to be able to increase the value or, you know, redo the inside, in order to charge them more rent, if they’re there. You’ve got what’s the likelihood of default. Right? How likely are is that sort of tenants going to be just up and leave. Now if they’re on Section Eight, the likelihood of default is very, very, very small. But the likelihood of renewal is probably is probably also small, but the rents are being kept down. Right. But if you’ve got a, if you’ve got a very huge luxury building, with, you know, all sorts of upgrades already done, the likelihood of default may not be very good, be very big dependent on the credit of your tenant. But it could be very high. And so this is all pieces that were going into your financial analysis, and we’ll talk about where those fit in in just a minute. We’ve got the demographics of the city, or the location. Those evolve over time, we talked about urbanization, and now the gentrification and things like that, as they continue to expand, but what about demographics, like the job base, you know, you can have the luxury apart. You know, a good example of this is Flint, Michigan, right? So right before GM left Flint, Michigan was a booming town, huge opportunity. Great place, if you own an apartment building in Flint, Michigan, you know, your tenants had an extremely low likelihood of default, and extremely high likelihood of renewal, great demographics, great job growth, and then GM decided to leave. What about the demographics of where that property is located now? Are the demographics going to be good? Or they’re going to be bad? What are we seeing for the future? That could change a lot, right, if we’re telling our investors well, is that we have fantastic demographics, we’ve got all this job growth, what happens if that job growth doesn’t occur? And then we’ve got other things like, like the assessed value, depending on where your property is located, property taxes can change on the assessed value, right, so that that may be a big wallop that could happen where it could change everything. And so what are those components that really make up what the future holds for this property? Well, a lot of times we care a lot about rents, right? rent growth means higher values of the property. So in terms of rents, what are the facts as it relates to rents? Well, we’ve got historical facts, right. So we have your historical terms that have been successful, you have historical vacancies. You have historical brands. And you have your historical turnovers. In you have your historical times the lease, time to lease.
But what about the future? What are what are the assumptions that we make? Well, when we’re talking about rents, those future rents, almost everything about it is not is an assumption that we’re making. And those can radically shift things. And we’ll see how that’s just an enormous lever. All these things are enormous levers that can move everything for how things are portrayed. So, so we’ve got things like your future terms, you know, what terms are you going to be able to offer? What? What vacancy is it? So let’s talk about vacancy real quick. So in Houston right now, which is where Apple’s way took place, right. So Apple’s way is sort of the basis that I’ve been communicating about this webinar to you. Apple’s way had basically bought a huge number of doors with something like 2000 doors, in Houston on multiple properties. And they made a set of assumptions. And I happen to have found a video, if you look up Apple’s way in, in their Facebook page, you’ll be able to see the video that they’ve left on. And he’s talking about the deal that they’re doing, and what he’s predicted projecting to do. And he’s saying, well, we’ve got a tremendous, great vacancy rate is one of the one of the anchors that he’s been talking about. The vacancy has been always historically low in Houston. But actually, that’s not true. There was an article in costar today that came out exactly on this topic. And the article said that that vacancy amount that you in Houston, is actually going up, and it’s going up pretty dramatically. Now, why is that? Why is Houston vacancy going up so much? Because they have a good job area, right? So it’s a good state, it’s got low taxes, why is their vacancy going up? It’s because all the developers have been coming in and building all this product. And so there’s now the all this brand new product, that’s great there to do. And that’s exactly what Apple’s way didn’t count on. Right. So they were projecting that they were going to buy this building, they’re gonna buy it, or buy these sets of buildings. And they were going to be just like the shining gold star. And they that rents were going to be driven up, they were going to drive a prince by improving properties by about by adding about $3,000 of improvements inside each property. And they’re going to be able to charge between 203 $100 more per month for those properties. So immediately, in 10 months they were going to be making it was going to make the turn and I could have all this increase increase in value, right? So there was this hidden as this hidden value that was there. But then, so they were saying, well, rents are gonna go sky high. And that’s how we’re going to be able to get you I think it was a 24.7 IRR. And we’ll go into that in a little bit more detail. All right. So they were predicting that, but what what really was going on at the same time, is it wasn’t rents that were going up, it was vacancy that was going up. And what happens when the supply goes up, demand goes down, right, and so rents go down. So rents were actually being depressed because there was a lot of new product out there. And these regular apartment buildings that there was really nothing special at all. And they weren’t very attractive and meaning they weren’t these were not the luxury apartments that they were trying to build them out at. So there is no way there are people that people are going to say, Well, gee, I’m gonna pay more rent in these places, rather than go across the street go to the brand new building with the well known operator who’s, you know, who makes everything fantastic for me, at the same rent that I was paying before Apple’s way raise their rents. So vacancy has been going up. Other future terms we’ve got we talked about is what are those future rents going to be able to do? Are we going to be able to charge those additional two or $300 a month in terms of rent? That’s a lot of the problem that we’re that you that we see turnover? Now, I don’t know about specifically whether the turnout, what the turnover rules are in Texas, but let’s assume that it was okay. That they were able to move tenants out and improve property, improve the occupancy, improve the level of improvements so they can demand more rent. But what happens when those tenants want to stay? Right? So you either have a choice between improving their property, but they’re going to be wanting demanding less rent, or if they’re going to be having that that problem anyway, where people are going to be improving their own space? Why wouldn’t they just move across the street into the nicer building? And then time to lease When you’ve got a huge glut of properties that are vacant, right, and that are lowering rents in order to induce people to come in, it causes a huge existing problem. And then also, what they was trying to be done is capital improvements. Not only to the interior but to the exterior. Now, capital improvements might get some, some people to go and stay in those places, but unless it’s something like that’s really improving the look like refacing a building, it’s not the kind of thing that people are gonna say, wow, they have brand new air conditioners, most people looking for rents are just expecting an air conditioner that works. In this, so we have, we have an expectation as a fact, of the existing capital condition, right. So we know what the working condition is, uh, basically, of those, but if I’m planning to do a future capital improvement, I’m guessing on a few things, I’m guessing not only on what the cost is going to be at the end of the day, right? I might get bids, but doesn’t mean that’s actually the cost. Anybody who’s done improvements knows that the cost that you get, at first isn’t the cost you’re gonna get at the end, time is extremely not the same thing, right? You’re, it’s always going to be done in a week, but it never is. And then you also have the actual value or the intrinsic value, let’s call it that was being added to the property by that work, you’re guessing that the improvements you’re going to make are going to induce people in order to stay one to stay more. And so that’s sort of the background as it relates to how the facts and assumptions are playing off each other. Right. So the facts, you’ve got a purely, you know, existing thing. You know, this is it as it is today. This is the building as it is today. But then as we got have the factor of time, factored in. This is why this is a pro forma. Right, because we’re making guesses, we’re making assumptions about what’s going to happen in the future. So let’s talk about the four step method of financial analysis. This is something that I came up with a way to look at it when I was talking when I was coaching people. So I used to coach people on how to do real estate syndication. And so if I wanted a method to be able to show people the steps that I think about things, when I’m putting together a financial forecast, and being able to talk about it with investors, and as I did, that I discovered along the way, that actually it’s more than just step by, you know, a series of blocks, there’s actually little levers inside every single piece of it, which moves the dial in order for investors return that they’ll ultimately get in the amount of money that Joe get. So let’s go through it. So we start with basic facts and assumptions.
So your inputs here are obviously the facts, those assumptions that we’re making market data. Right, those all go feed into our what our basic facts and assumptions are, we can’t even come up with anything until we’ve got that until we know what the property is mean. It’s got to be located somewhere we need it now the square feet, we need to know those things in order to make a do even begin to do a financial analysis. So first, we need to gather up all those. The next step that we have to do is we calculate our NOI and our potential value.
So no y in and of itself is and should be considered to be an objective measure. So Atawhai is an objective measure, because we should have a very set amount of what the rents are today that that we have. This isn’t a Proform of these, this is the NOI of today. So I know that my rents for last month was X number of dollars. I know that I’ve got I’ve got operating expenses every year of X number of dollars. It’s very set in stone, right so I know what those things are, but it’s my income minus my operating expenses is my net opera. Adding income, those are things that are non negotiable, they’re things that aren’t going to aren’t up for assumption. They’re there in every property analysis, which is nice, because that makes no y a very objective measure as it relates to that. And then we can figure out the potential value by using this market data to come up with a capitalization rate. And I’ve come up with the potential value, right. So if properties in the exact similar condition in the exact same kind of situation, with the exact same kind of income structures with our costs, in line, all those things, we can kind of work with those together and make it as objective as possible. Now, granted, potential value isn’t 100% across the board objective, but it’s can be pretty darn objective, if you’re using market data and using it in a very objective manner, if you’re looking at it that way. And that’s the way appraisers work mean, that’s how they come up with an objective potential objective value of the property. So our inputs here, our is our rent roll. Our so our income, maybe it’s other income. You know, if it’s apartment building, we’ve got laundry, maybe there’s some parking that we charge additionally, for things like that. Interestingly enough, this was also one of the levers that they were that Apple’s way fell prey to, they made an assumption that okay, well are we’ve got, we’ve got this existing rent roll, right. So we know who these tenants are right now. But they made a bet that well, if you can, you can see this in their marketing material. If you look at if you go to use, like internet time machine or something like that, you can see that that what they’re actually saying is that, while our rent control, our rents are actually at, I think it was like 85%. But we’re going to say that the property is undervalued, because surely we could get this, this property immediately up to what the market vacancy was at the time, which I think is 92%. And I could be totally off. That’s just for memory. So I think so they’re saying, Okay, there’s automatically the 7% Bump. Well, there may be other factors, subjective factors on why the why the why those properties were just didn’t have the kind of tenancy that that that all the other buildings did. Because there were older buildings that were not as attractive, and we’re still charging relatively high rents is probably one that they should have taken into account. But it wasn’t, and they were also saying, and on top of that, we’re going to have this other income amount. And we’re going to just say, immediately, we can we can charge $30 of parking space a month. Well, I don’t know the Houston market, but a lot of markets, you can’t just automatically charge for parking, it doesn’t happen there, they’re not going to take it, you go to a market like San Francisco or New York, or probably even like downtown Dallas, or probably downtown Houston. And maybe you could charge. These weren’t downtown, like luxury apartments where you could just automatically charge that this was middle income, you know, regular, not very attractive garden style apartments. And then they’ve got our backs, their operating expenses. So they said that they also they were going to count there, they weren’t going to be counting their operating expenses really at the same level either, because they were going to be saving water. And that was going to be saving 30% off of what that’s the example that he used in the video, they’re going to be saving 30% off their water bill because they were going to be putting they were going to be saving water. Well, even still, that puts in a lot of tenant improvements, or a lot of improvements that need to happen. A lot of capital improvements, even to save some water. And 30% is a pretty high number for a savings on on water. But these are the factors that go into that feed into noi. So the next thing, the next piece of it and the four steps is an analysis of cash flow. And now cash flow comes after the point in time event A why and why is that? Well, suddenly now we have a mortgage on the property right? We may have debt. And if there’s debt then suddenly now we also have debt isn’t an objective measure, right? Some people can get very, very cheap debt. Some people get very expensive debt. Some people don’t do debt at all. Some people lever it as much as they can. So it’s not objective. And so debt has plays a huge role in that There’s also other factors that object that that affect it. And so you’ll see that these things start to get more and more assumption a the higher up chain we go. Because we have also we have debt. Here as an as an input there. We’ve also got fees, right, we’ve got your fees are starting to come into play as syndicator, you’re charging fees, your money comes from two sources, it comes from feeds, and that comes from that split of equity, right, so that equity gain is part of it. But what happens before that piece is fees. So the amount that you’re being that you’re being paid as an asset management fee, that comes before the cash flow number, we also have capital improvements. Right, they’re not a part of noi, so they’re part of cash flow. We also have the amount that’s being held back in reserves, every dollar that’s held in reserve is considered cash drag, right? Because you’ve got this dollar that you’ve basically is sitting in the bank, should you need it, and it’s not able to act as a machine and make money for you. Right, it’s not an invested piece, I suppose you could put it in a CD, but it’s not going to be making the same kind of returns. So those are the inputs into cash flow. And then the last step was performance. And now here, this is where were you in your financial analysis. So this isn’t a linear a linear a linear thing of that, that takes place, I should remark. Now, this isn’t a piece of this happens, then this happens. And this happens, they sort of go together in that same general direction. But they’re taking place at very different levels and very different thought processes, which is why I write it like this because it kind of gets higher level higher level higher level thinking as as you go rather than into the weeds, right, our basic facts is about as into the weeds as we can get, because that’s the piece right there, the square footage is 10,968 square feet. That’s it, right? It’s not changing at all. But when we get to cash flow, it’s like, well, we might take debt, we might not. Or I might charge a 1% asset management fee. And I might charge a one and a half percent asset management fee. So that becomes a lot more loose and it becomes a lot more manipulative, like, we’re manipulating those levers in order to see where we can drive value. So what happens up here, as our inputs, we’ve got our purchase price. And we’ve got our sale price, our estimated sale price, we’ve got prefs. If that’s how you’re doing it, we’re gonna assume that you are just because it’s easier to talk about it in this context here. These are all inputs into performance. So here, this is the big picture as it relates to, you know, what that overall piece looks like. Right? So it’s got, we’ve got a set of facts that feeds into the calculating noi that feeds into the calculating a cash flow, which feeds into the calculating of performance. So, let me go just quickly back through I was writing down the size of the property, the facts, things like that. And then this shows that that plan, so we go from that basic facts and assumptions here. We go up to the Neto, noi. And potential value here, cash flow here performance here. fact that the whiteboard wasn’t sharing isn’t a crisis. So we’ve got this. But I’m assuming you see it now. There we go. Okay, perfect. Good. I’m glad you said.
So let’s keep going. So now there’s different as I was saying before, there’s different levers and how we can change all this. And we’re going to talk about this in terms of not only in terms of what you can do in order to shape your things and how you can talk to your investors and things like that. But also want to backstop it with things like that. That is some of the Guru’s are doing when they put together a syndication or some of the things certainly that apples weighted, so we’ll go through that. There we go. Okay. So what are levers in noi? Right? So we’ve got
and this is important, because when we’re coming up with the potential value, we’ve got obviously got noi divided by Capri equals value, right? So that’s the calculation of value. So the higher my NOI is, the more I can and the more valuable to mentally I’m going to have and the lower the cap rate is, the better, I’m going to have that. Well, so on this top line, and the things that move in a Why is obviously your income. The higher the income, the more the more valuable it is. Right? So I’m incented, to make sure that I’m projecting my income fairly and making sure that it’s that it’s as high as possible, but accurate, right. So I don’t want to leave things out in terms of my income. I don’t want to leave out other income, for example. But I also don’t want to, to create a situation where like, what Apple’s way did, I’m making up income that didn’t exist, I wasn’t saying income that might exist as part of my value. And that’s why the value was so incredibly under market.
So income minus expenses, right, my expenses are another piece of it. So as my expenses are down, so is my, the value of my as my expenses are down, so also is my total noi going up, right, the higher I can make that number. I also have to figure in other things, if I’m going to mark things to market, then I also need to take into consideration my vacancy. Is that a stable number? Right? If my vacancy if I’m saying my vacancy is at 5%. Can I say that? That’s uh, that that is the vacancy that it is today. Now, is it fair to say that well, we know that it can go to 95%? Well, certainly, if you had a tenant already signed the lease, you probably would, right? And you’d probably use that as a big factor. And then you’ve got the other one that as it relates to your fees, is property management. property management fees are available for you to take if you decide to do the property management and a lot of our syndicators do, right, a lot of syndicators or property management companies that decide to syndicate and basically what they’re doing is they’re building out more business for themselves, because they’re going to be the property management company. Totally legit. They shouldn’t do it. They’re doing great. That’s a great idea. But it’s also a lever, right? Because how much are we charging for property management? Occasionally, when I’m talking to new to syndicators, and we’re talking about what that property, what the property management will be, I hear things like, well, it’s a triple net property, but we’re going to charge 8% On Property Management. And 8% is not property is not the property management fee of a triple net. No, it should be on a, on a single tenant triple net, it should be like two, if that. And on a on a retail building, maybe for four and a half, maybe as much as five, there’s complex things going on. And this is not in a mall context. I’m talking about smaller triple nets. So then the other thing that’s that’s driving up value is your Capri. And this is obviously a little bit more assumptions, right? So I’m looking at, okay, well, what are the the other properties in there? You know, one of my mentors, you know, many years ago, what he told me to do is you have to walk every every cop, right? So you have to get out, you have to get out of your car, go to search for stuff to drive their drive to them, they walk every single calm to get a feel for them. And it does, it makes a huge difference. And when you lay it out and you start looking at all the comps, in comparison to yours and build a matrix. Then you start seeing, Oh, okay, this is how my property really sets. And this is why that building is much better in this respect, but maybe it’s not as good in this respect. And that’s how cap rate kind of changes. Again, it’s exactly the same thing that an appraiser does in order to come up with what cap rate to to use in order to come up with value when they’re using the income approach. So those are the levers as it relates to noi right? As it relates to cash flow. Now we’ve got noi itself is a letter right? cashflow lovers. Noi is a lever right? Because the higher the the NOI that we’re using, the more cash flow we can we have at the end of the day. Debt and how that’s going to function is a major lever, right if I have an interest on loan that’s going to automatically give me more cash flow than the than one at the exact same interest rate as, as a one that’s paying off the principal, I may have some other things happen because the interest only period may only be for a short period, but it’s going to change that cash picture, it’s going to change the tax picture of how it happens and how things get passed on to my, onto my investors, right, if I just create, if I’m taking the value of paying down my principal, well, that principal payment amount isn’t going to be tax deductible by my investors in their taxes. The capex that I plan on doing, then then here’s the big one fees, we’ve got your asset management fees. Right. So I have a huge range of clients who do Dav all sorts of different asset management fees, and all of them are legit, we go through them all, we make sure that they’re on that they’re in line. And when they choose a higher number, and they know what they’re doing, they’re choosing a higher number, because it’s well supported. Like if I was doing a, if I was doing in development piece, I would choose a higher do asset management piece myself, because it’s going to take more work, it’s going to take more communication about that asset piece itself. On top of that, and speaking of development, we have construction fees, right, your construction fees can be you know, as high as 10% of soft and hard costs, sometimes even more. And that’s not in counting the developer fees themselves. The amount that we hold back in reserves. If I don’t hold anything back in reserves, I buy the property for a million dollars and I decide we’re going to have zero reserves. Well, that’s me, that’s going to be a very different cash picture than me saying, Well, I’m also going to hold 20%, back in reserves and in the cash flow in order to put them into reserves. That’s just do it all, obviously have a 20%, you know, effect on on what the cash flow looks like. And then cash flow is a forward looking thing. Where do I see growth happening? You know, do I have? Do I see that happening, and how’s that going to play out? When it comes to a syndication, we’ve got distributions. Now this also plays into play. And in terms of performance, we’ll talk about that in a minute. But distributions make a huge difference when it relates to cash flow. Because if I make a distribution if if I’m making monthly distributions, right, and these are my months, and then per unit, I decide to distribute in month one, I decide to distribute $2. in month two, I decide to distribute $1. month three, I decide to distribute $3. And then month four, again, I decide to distribute $2, and it’s gonna make a different cash flow situation, that’s certainly going to make a different impression on my investors, than if I just did really the exact same amount of $2 every single month. But if I if growth has a play play in this as well, because if I make a play, if I make this decision that well here in month one where I’m making a $2 distribution, I’m banking on that, I’m not going to have another, another period of month and month three and month four, where suddenly I’m only going to be able to distribute $1 again. So it has it has a long term effect on how cash flow works. And then of course, your performance measures. And this is ultimately what your investors see. So this is your this has, you know, as your cash flow as a lever, which your NOI is a lever because it was before the price that you bought the property for is a lever in the overall performance, right? Because it’s how much money is it going to cost? How much money do you need to raise in order to put together the syndication? And how much money ultimately is that is that value? Right? So that if the property is where it costs a million dollars versus 500,000, but it’s sort of the same amount of cash flow? Well certainly better choose the 500,000 than the million just for performance sakes alone, then you’ve got your projected sales price. You know how assumption they can get? I mean, we have no idea what the sales price is ultimately going to be. We make we make guesses based on our assumptions. And if you make your assumptions fairly clear early on that there you know this is what it’s going to look like. Then you can make it you can Start to build these levers. If your levers are all in line with with pretty much normal, you can come up with a reasonable sales price. But what what sales lead Apple’s way at projected it was going to do was it said, well, our sales price is going, we’re going to double your money in two to three years. And most of all of the properties I’ve ever done before I did it in two years, that’s what he said, Well, that’s a huge jump in sales price. And so in order to necessitate that sales price, they have to, you know, radically drive up and why I mean, it better go through the roof. And we better be crushing that Capri. All right, it better be just demolishing like, crushed, but to do it to double it. And in that shorter period of time. Now you have the cash flow threatens beforehand, but so it wasn’t in full, you know, that kind of appreciation, it wasn’t full, double your money in two years. But still, you know, it’s probably 40% per year. So that’s, that’s a lot.
So you’ve got your sales price, then, of course, you’ve got your splits, oops, let’s pretend I can spell. Press, etc, right. So you know, if I’m, if I’m have a, if I’m paying out a big pref, that’s a large amount of money that’s going to my investors right off the bat, you know, if I have a preferred return of 12%, that’s a pretty big, preferred return, I don’t really see 12% preferred returns outside of like fundraising for debt, if it was, but a preferred return of 12. And like a, you know, 8020, split? Wow, you’re given a lot of money to the investor. So their performance is going to look good. So at the end of the day, maybe you can advertise that. But could you also advertise a lot better? What if you did, you know, what if you did an 8% preferred return, which is fairly common and not unusual, and you decided to do you know, maybe one to keep the 8020, split, whatever, you know, and it translated to still a 15% IRR. So it’s all that’s that series of levers is what leads to this deal. And that’s the problem that I’m talking about, is because you’re leading to this this number, but the assumption that is being made here is not only how we get here. Right? It’s not only how we get there, but it’s also the that’s what the investors care about. At the end of the day, an investor if, if Bernie Madoff went to an investor and said, Hi, my name is Bernie Madoff, I’ve got this great deal for you, I’m gonna give you a 12% preferred return, I’m gonna give you a 9010 split, and it’s gonna give you an IRR of 40%. Are they gonna do it? No, not gonna do it. And that’s, that’s the key difference. Is that the in that’s what’s forgotten in every single Facebook ad I’ve ever seen for an investment? Is it’s making the assumption that this is all that investors care about. And it’s not. It’s not at all what investors care about, is you? They want to know what why they should invest with you. Not why are you going to get me this number at the end of the day? They want to know why you and so that makes all the difference. So you know, I have a lot of clients who will put together very complicated pitch decks and I’ve one of my great clients, he, he sent me a pitch deck long after I’d been working with him. And it’s like 20 pages of solid text. Well, nobody’s going to read it. And now it was very well backed, and everything was very scientific. But that doesn’t, why he was so successful. I mean, there’s no way that that’s not what investors care about. At the end of the day. They knew who he was, he had a very good reputation in the community or does have a very good reputation in the community. He has a track record. That’s unbelievable. He has, you know, he has many, many, many, many millions under management. So he knows what he’s doing. That’s why people were investing with him not because his pitch deck from the beginning was very short. By the end they grew to this monstrosity because they thought it needed to answer every question and every pitch deck and it’s just not the case. At the end of the day, the investor invested in the person and in the idea that you’re selling them. I have company I represent come So we raised we raised, we put together, PMS and all those things for businesses as well. And the businesses that do terrific, they do terrific because of one or two things, they do terrific either because the management team is phenomenal. And they have a great reputation. Right? So these are people who it’s like, Oh, I know who that person is. So they can raise money with that, then they’re hanging their hat on that. And so they the product itself may not be very interesting. Some of the products that the that that they that they that they’re raising money for, are kinda dull, not the kind of things that you’d be like, Wow, that’s great. But the people who are running it, there are people I’ve heard of, they’re people who are interesting. They’re people you see on the media, right? Those are the people, they don’t have trouble raising money. The other businesses that do very well raising money as they come up with a really cool idea. So we have cool, we have companies that are very, very small, that don’t have a huge track record. But the idea is really cool, right? It’s something that, you know, if it was on Shark Tank, every one of the sharks would be fighting over, because it’s such a great idea. So those people don’t have any problem raising money either. But this that doesn’t mean it’s not the same exact case for for for real estate as well. Because real estate, I mean, if you’re buying and building in the middle of town that doesn’t, you know, and it’s got this boring return. And there’s nothing interesting at all about it. Well, you better make something interesting, because you’re not going to have a very easy time finding investors. If you make something and really explain why this is a good deal beyond all of this, then maybe you’re going to have something that’s good. And so that’s the piece that’s kind of missing is that these, most invest, most of the syndicators are relying on these sets of numbers here. But what what they stand in, they see the gurus who are putting together packages. And what’s the problem with a lot of the Guru’s So aside from Apple’s way, so excuse me, what’s some of the more famous syndicators, maybe putting out numbers that are the same as this, but if you want to get their PPM and I have, and you start seeing what they’re doing, they’re not getting that the investors aren’t getting that they’re counting on their persuasive ability in order to get that there’s buyback rights that are very onerous to the investor. If you look up some of these people, and you look on some of the forums of, you know, other investors and you know, read about what people are talking about them, you know, they’re getting returns of maybe 2%, maybe 3%. What’s even worse, though, is they probably could get returns, because I’ve read the PPM, they could get returns that were negative, because of buyback, right? So some of them have buyback rights that say, well, we can buy it, we have we reserve the right to buy back your property had 70% of the value put into it. And they’re getting it and they’ll fill up very, very quickly. Or they’ll put it into product types that are that are, you know, office Midtown office products that, you know, wow. Right now you’re gonna do an office project. Great. Good luck. So that’s kind of the that’s my spiel on underwriting. So I hope that helped. Let me take a chance to look at some of the questions great. If I invest is preferred loan Class B share his investment on personal name, or company better.
The investment its itself is when when investors coming in and they’re making a making investing into debt, they’re investing not only they’re making a debt, a bet that you are going to deliver, be able to deliver that kind of return. Because at the end of the day, they don’t really have equity to bank on. Right. So they have to believe in you most first and foremost, because they don’t really have anything at the end of the day. So they need to make sure that that you are going to be able to deliver on it. Now yes, the by the company itself has as backing behind it too. But really they’re counting on you or the management team in order to do that
the legal structure for investing in properties in different states is exactly the same. So our legal structure is always you know, we’re we’re dealing with the federal system. So our our structure is always going to be under Reg D 506 B or 506 C. It’s going to be you know, you’ve got up You’ve got your sponsor, entity here. And you’ve got your investment entity here, which actually I’ll draw as a building, we’ll say it’s just a one property thing. And your investors all invest here and the sponsor manages that, in exchange for management fees. That’s the That’s the very basic structure about how these are put together. All right, good. There’s a question about whether or not this whole structure, you know, how do you apply it in tour in terms of, you know, putting together a syndication. So when you’re putting together when you you’re deciding on whether or not to move forward on a property that’s ultimately at the end of the day, you want to be able to give a number, right, because your investors are expecting this, they still need to know, you know, what sort of returns they’re getting, but then at to use these other these other measures here. It’s ultimately how do I move those letters in this is the this is how I start every single time. So if, if you were, you know, next to me, when I was doing an analysis for the next project I’m working on, you would see, basically, I’ve got, you know, I’ve got a series of options available to me, and in my spreadsheet, and then I’m building out first I build out a cash flow statement of just complete cash flow, like I bought this cash. Ultimately, I want to get to noi, and I want to look at what the basic facts and assumptions are, you know, where are those in my in my middle of the road, I always steer it to the middle of the road. So that’s where I start. And then if I just assume put together a simple structure, what kind of returns am I talking about? So if I come up with, okay, at the end of the day, with just all cash, I’m getting a preferred return, I’m getting a return of, you know, maybe 15% IRR with a percent pref and a 7030 split. To my investors with no debt, okay, well, then I know automatically, and depending on the property type, based on debt cost now, so this used to be very easy, when I when debt costs were, were much lower. So before it was you automatically would just put on debt, and then when your returns would go up, that doesn’t happen nowadays. So if my if I’m doing 15%, though, I would guess if I could get debt below, below 10. Or at you know, somewhere in that ballpark, I’m going to be able to bake more money for my investors. And so I’d start to, you know, put that on, the more money I make to my investors, the more money I can I can make for myself. So I’m always trying to balance that, right, I want to make, I want to be able to over deliver a little bit to the investors and make the most amount of money I can as as a syndicator.
This is another question. The sponsor has an ownership interest in both. And both entities Correct? Yes. Yeah, absolutely. However, many times it doesn’t have to be that way. So a lot of times, so this is you here as the as the person. So this entity here, this sponsorship entity that exists, its whole purpose is in order to protect you from investors, ultimately, or from the deal going south and getting sued. So it’s an asset protection vehicle. It’s also easier in order to manage the investment. But the main purpose really is, is that protection. Now most of the time, if you wanted to invest as well, I would put you all the way here as an LP personally investing into that investment entity. And that would be the way we do it. Great, looks like right on time. Are there any other questions? I got time for one more probably. I know it’s a lot to digest. And I talk fast. So I will be making this recording live available. But what I mostly wanted to do was be able to share with you sort of how I think about underwriting because we’re entering into a whole new phase of economics, you know, in this country, right, we’ve got higher interest rates. So the old days of very low interest rates are gone. We’ve got majorly shifting diamond Amex not only in in economics, I mean, we have, you know, some areas of the country are growing rapidly. Other areas are not growing at all other places are leaving, you know, traditional good places, but there are people leaving. So there’s major shifts that are happening not only in that sector, but also in terms of what the general interest is, right. So no longer is it going to be. office used to be a terrific office is a great example. Because I’ve I’ve done few Office projects. Office was wonderful. It was great, it was stable, it was easy. It’s a great product type. But now office, I wouldn’t touch at all unless I had a great alternative exit, if I had an opportunity to buy an office building at a huge discount, and I knew I could turn that into a profitable conversion and multifamily, something like that. I do it. But the estimate right now that we’re seeing, you know, from from the industry, people who make those sort of estimates is probably at most 20% of those could be converted into multifamily. So that’s a an I don’t know that that world enough to be able to tell, which is going to be 20%, which is going to be 80%. But like I said, we have, we have a lot of changing demographics. But right now, this is the time to start syndicating. There are tons of opportunities that are opening up. And there are tons of opportunities when you’re competing, not on numbers, when you’re competing at the level of when you’re competing just for press splits and IRR is it’s a scramble, you’re a commodity and you know some of there going to be winners and losers. But when you’re competing based on you and you’re making it your brand, it’s a whole different ballgame. I mean, that’s why some of the Guru’s are able to raise so much money so quickly. But it’s not just the gurus. You know, one of my one of my earliest clients, he owns many, many billions under management, it takes him less than 24 hours in the last project, he raised $200 million in like three hours. So he hit go on suddenly, email and ad do under a million dollars, like three hours, it was insane. And that’s the kind of thing that people can compete for, while other people are struggling to raise $2 million. Because they’re competing on, you know, I’ve got an 8% preferred return with an 8020 split and giving a 15% IRR. You know, that’s that’s not how you’ll ultimately be successful at competing. Now, if you’ve already got that network, that’s great, because that’s automatically giving you the leg up, and people investing in you. So thanks for taking the time to meet with me today. Again, I’m Tilden Moschetti, Moschetti Syndication Law Group, you know that by now and if you’re looking to start your syndication, you know, we’re we’re a law firm that does more than just help put together we don’t just put together a private placement memorandum and all those documents for you. But we’re also here to you know, I want you to be successful, I want to help you reach your goals and be you know, think long term and, and really grow that company into something big and if I can be a part of that, and helping you grow that, you know, nodded with equity, but we’re helping you grow that by, you know, offering a little something in terms of advice or something like that. That would be great. That’ll make me sleep even better at night. So thanks again for taking the time and I hope you enjoyed this webinar.
One term you oftentimes see in private equity funds documentation, or in documentation for syndications is a term called capital account. So what exactly is a capital account? And how do you use it?
My name is Tilden Moschetti. I am a syndication attorney with the Moschetti Syndication Law Group. One of the things I really enjoy most about my job not only is working with the law and working with great clients, but I also get to work on things in finance. So finance is another one of my passions, I love studying it, I read finance books, even read accounting books, because the two go hand in hand. So one topic that oftentimes comes up lets me talk about it more than more than ever, to my clients. And that is what does this term mean capital accounts? So for example, a lot of times we talk about an initial capital account for your members or for your investors. What is that? Or what are these other accounts that are getting set up? What is a capital account anyway? Well, let’s break it down. So capital obviously means money. So it means cash. These are the cash accounts that we use in order to manipulate things and our counts. We don’t mean bank accounts. That’s an account specifically in a bank. When we talk about capital accounts, we’re talking about accounts as it relates to accounting. So an account is just like a group of grouping of funds that we can keep track of. So sometimes you’ll hear accountants talk about a chart of accounts, that can be a list of different accounts. So you might think of it as a budget item, like you have your mortgage and that goes into your your mortgage, on your blog, excuse me on your budget item. Or you think about groceries, you know, things like that are are parts of your budget. for accounting purposes, we talk about them as accounts. So it’s that pool of money that’s set aside or that’s segregated for a specific purpose. So a capital account is that cash that separate aside for a specific person, that each investor has a capital account, so we keep track, if an investor invest $100,000, we logged log $100,000 in their capital account, that’s their initial contribution, that is their initial capital account. Now that money can come up or it can go down based on different things that take place. If we make a distribution of a get as a return of money, that can reduce the amount of their capital account, that’s we still I oftentimes still call the initial capital account, even though it’s not initial anymore, but it’s reduced that amount that they have cash that they have as pure equity in their accounts. So I hope that’s been helpful. But let’s talk about some key takeaways before we leave for today. Key takeaways are capital accounts are those accounts that keep track of the capital in the LLC that always start at zero and are adjusted through those contributions, distributions, taxable income and taxable losses. Both both the company’s capital accounts and the investors capital account need to end at zero. So your final distribution at the very end of the day should be zero. capital accounts are oftentimes very confusing and keeping track of them, especially in that first year. And especially if you have different distribution periods for each investor. Some of my investors like to only get distributions annually, some of them get it quarterly. And it can get confusing on which is which because we have to build different accounts. I also keep track of a preferred balance account, which is an account that keeps track of any monies that they’ve made that they shouldn’t be receiving because of a preferred return, but they haven’t received yet. And lastly, again, those cash contributions, those cash distributions, reporting taxable income and reporting taxable losses, all of those, they impact the capital accounts. My name is Tilden Moschetti. I’m a syndication attorney with the Moschetti Syndication Law Group. We can help you stay in compliance with the SEC, make sure that everything’s right. Keep your investors happy. All those things. Start with a good legal framework. That’s what we’re here for to make sure that we help you be successful as a syndicator or a private equity fund manager.