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Private Placement Memorandums

Private Placement Memorandums

From the desk of Tilden Moschetti, Esq.

Dear Syndicator,

Whether this is your first syndication, or you are looking to level up your existing syndication business into a private equity firm, or even a REIT, you’ve come to the right place.

I’ve helped hundreds of real estate agents, brokers, developers, and architects get their syndications funded, by delivering the biggest needle movers for their business.

Here’s why syndicators come to me:

  • They are frustrated with all the bad advice out there and want to get straight answers to their questions.
  • They know how much they can lose if they start raising money and do it wrong. (Yes, you could go to jail!)
  • They feel stressed about their paperwork, and whether it would raise red flags with the authorities.
  • They want to maximize their returns, yet do it in a legal way.
  • They want the Fort Knox of legal protection that an Investment-Grade PPM delivers.

Syndication is a straight-up rules-based business.

And while there is some wiggle room in the way the deal could be structured…

There is absolutely no room for mistakes.

That’s why even ‘gurus’ in this space always preface their ‘advice’ with… “Consult a syndication attorney.”

So, what brought you here today?

As a syndicator with over eight years of experience on top of being a syndication attorney, I can confidently say that I’ve seen it all.

And I could be your one source of syndication help:

From getting answers to the deal-specific questions…

To having your underwriting and fee schedules reviewed…

To checking stuff off your must-have list:

  • Custom, attorney-drafted Investment-Grade Private Placement Memorandums
  • All-Weather Operating Agreements
  • Investor-Sponsor Partnership Contracts
  • Investor Questionnaires
  • Filing with Regulatory Agencies
  • Entity Formation

Whatever you need, I’ll help you get it done and on time.

Plus, you’ll have another set of eyes on your deal, making sure there aren’t any roadblocks ahead.

No more worrying about deadlines or legal issues.

You’ve got yourself a partner you can rely 100% on.

Talk soon,


Custom Drafted Investment-Grade PPMs

and 4-Tier Sponsor Protection Packages

An Investment-Grade PPM tells investors everything they need to know to make that investment decision.

Here's How Investment-Grade PPM helps to get deals funded:

Decision Triggers

Even the wealthiest people don’t like losing money. A PPM is a quick way to judge whether you, the syndicator, will do a great job managing the investment. Investors look for ways to pacify their worry around your deal. And want to get a confirmation that you do, indeed, have their best interests at heart.

The Investment-Grade PPM builds on the core decision-making triggers:
  • Benefits of the deal to the investor
  • Disclosure of the sponsor’s fee structure
  • Congruency between the PPM and the message investors received so far

Investment Strategy Alignment

Since every investor comes pre-wired for a certain risk tolerance and investment ‘type’… the better your PPM aligns with their individual investment strategy, the easier it is to make a compelling case for your offering.

Investment-Grade PPM reaches that alignment through:
  • The scope of the investment strategy
  • Red-light, green-light of decision making
  • Multiple outcome scenarios


An Investment-Grade PPM is built on the strategy of preeminence. Any risk, concern, or question that might be preventing investors from signing the subscription agreement gets covered, so the objections are handled even before they arise. It’s like saying “You’ve got nothing to worry about, I’ve got you.” An Investment-Grade PPM that reflects your depth of knowledge of the syndication business, as well as answers every investor’s concern, instills trust and confidence.

Here’s what’s covered by the preeminence umbrella:
  • Encapsulation of all the risks
  • Preeminent objections-handling
  • Investor-friendly language

Five Reasons

To Choose Tilden Moschetti as Your Syndication Attorney

My Done-By-The-Managing-Partner Guarantee

When you hire an expert attorney, you expect that the work will be done by that attorney, right? Here’s my guarantee: I won’t farm you out to junior associates or paralegals. This means you weren’t be exposing yourself to the mistakes of an experienced person or someone who goes off the templates. When you schedule a call with an attorney, it will be me answering your questions. When you hire me to draft your PPM or any other legal documents, it will be me doing the work. Here’s why: syndication is not a cookie-cutter business. There’s no place for fill-in-the-blanks templates. To turn every syndication into a massive success story requires hands-on expertise both in securities law, in syndication business, and in the real estate business. There isn’t another attorney out there who’s got all three. This brings me to my next point.

I’ve been (and still am) in your shoes

I’m more than just an attorney. I’ve been practicing law since 2004. I became a commercial real estate broker in 2013. I started syndicating commercial real estate in 2014. I have been on all sides of a real estate transaction in every possible role: attorney to buyers and sellers, broker to buyers and sellers, sponsor, syndicator, investor, owner, landlord, general counsel to private equity funds. I have raised money for $3 million deals and for $100 million deals. I have dealt with every possible scenario and have an unbeatable track record of solving tough legal and transactional problems. And more importantly, I know exactly which problems you are facing at every stage of your syndication journey and I want to help you avoid costly mistakes along the way.

I advise in addition to drafting PPMs

I advise clients that range from first-time syndicators to private equity firms. By hiring me, you get access to a vault of knowledge that comes from eight years in the trenches of the syndication business. Do you need advice on the best practices of running and growing a syndication business, marketing to qualified leads, latching investors, putting the most advantageous sponsor fee structure in place, and getting your deal funded? All while creating a wall of protection for this specific deal and for your business as a whole? I will make sure you get that. There is a snowball effect in the syndication business. Because every deal sets you up for your next syndication. Do it right by using industry-proven methods and you’ll earn investors’ trust, making them eager to invest with you in the future.

The highest degree of protection

A badly executed deal can haunt you for years. The statute of limitations on securities fraud is five years from when the offense occurred. That’s five years of worry and exposure to possible lawsuits. This is why I deliver compliant, accurate, and credible documentation and disclosures in accordance with the models of the best practices as set forward by the SEC, the CFA Institute, and the CAIA Association. I practice vigilance and I advise my clients on what vigilance looks like at every stage of their syndication process.

Done on your timeline

I know how much pressure you are under. That’s why I deliver working drafts within two weeks of our planning session. And if you need your syndication documents faster than that, then an expedited service is also available. Since I won’t farm out your work, reserving your spot in my cue will ensure you won’t miss any deadlines and won’t need to pay for expedited service. There is a limited number of clients I take on each month, which I’m sure you’ll appreciate. Once you hire me, you’ll have my undivided attention.

Syndicator's Legal Shield Package (TM)

A 4-Tier Sponsor Protection System

Tier 1: Investment-Grade Private Placement Memorandum

The Private Placement Memorandum (PPM) is a legal document given by the sponsor of the syndication to the investors. Its purpose is to convey the details and terms to the investor so that they understand how the deal works. The sponsor also wants to describe all the risks and conflicts of interest that may be in any syndication upfront so that the investor can make an informed decision.

Tier 2: All-Weather Operating Agreement

The Operating Agreement is a contract between the investment itself (as a legal entity) and its members. It describes in clear, though often legally formal, language every detail that can be foreseen. An All-Weather Operating Agreement describes details to be specific enough so that investors and the syndication’s sponsor alike can easily find the playbook for any scenario that comes up.

Tier 3: Investor-Sponsor Partnership Contract

The Investor-Sponsor Partnership Contract is a contract that subscribes an investor to the Operating Agreement and the investment (as in a subscription agreement) but goes a few steps further. The Investor-Sponsor Partnership Contract adds protections to the sponsor by requiring that the investor certify that there is an understanding of the nature of the SEC rules governing the investment between both parties.

Tier 4: Zero-Stress Regulatory Compliance Filing

Compliance filing is the filings required by the Securities and Exchange Commission and local jurisdictions. These can often be confusing and burdensome, so we offer the Zero-Stress Regulatory Compliance Filing to take that concern off your hands.

Biggest Mistakes That Cost Syndicators Money:

1. Thinking that SEC has a different set of rules for those who ‘didn’t know’, or ‘relied on bad advice off the internet, ‘misunderstood the rules’.

2. Not putting everything in writing.

3. Not encapsulating the risks sufficiently.

4. Not making their syndication packet bulletproof by including:

  • all the copies of the agreements,
  • all of the leases,
  • all of the marketing materials,
  • all of the projections.

Make informed decisions about your syndication.

Contact our syndication and private placement memorandum law firm today!



Moschetti Law Group, PC
23901 Calabasas Rd, Ste 1069
Calabasas 91302
Phone: 8886060990

At Moschetti Law Group, our practice serves the needs of Founders by providing real estate law and real estate syndication attorney services to Founders. Whether you are the Founder of a real estate empire or building a business and need assistance with purchase and sales, real estate transactions, or real estate litigation, we serve Los Angeles County, eastern Ventura County, and North Orange County from our office in Calabasas. We also have a primary focus on helping Real Estate Syndication Founders throughout the United States with forming their syndication, understanding crowdfunding, private placement memorandums, and operating agreements.

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