The Ultimate SPC Guide to Syndications: Going from “Active-Passive” Investor to an LP in Syndications and Private Placements

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What is Syndication?

A syndication is pooling of capital to invest in an opportunity. The benefit of putting capital together is that it might make it possible to purchase something that one person or small group may not be able to on their own with a Joint Venture agreement. We use syndications to get into opportunities to get away from the mom and pop chaotic and highly competitive space of under $1M-$2M deals. In addition, we try to stay under $10M-$20M purchase price sizes so we do not compete with larger institutions or hedge funds who are mostly interested in capital preservation not optimizing equity growth.

You can syndicate anything from a shave-ice store to a multi-million dollar development. I just try to stay in my lane and focus on cashflowing real estate where tenants demand is high.

Video version of this article with extra commentary:

New to investing?

If you are new to real estate investing (less than 6 months in) please do not invest with me or anyone else until you have built relationships with at least a couple other high net worth passive investors (not including me) who are not positioned to make a referral fee or sell you something. 

The reason my deal vetting today is so strong is because I started building my network the right way with quality relationships. Until you have your own network everyone who pitches you a deal will sound friendly and seem like a good place to invest. Be skeptic and take your time. Don’t be like me back in 2013 where I lost all my money in one of my first deals because I did not have a solid relationship with the operator/sponsor or had a network to vet the operator/sponsor.

Also before you book an on-boarding call with me please make sure you and your spouse are aligned. I don’t want to be the one who gives you all these alternative ideals and starts a fight at home. Not aligned yet?… read this post.

In a large deal the sponsor team does everything for the passive investors.

Sample of a past monthly report:

My Experience with Syndications

In 2016, I paid over $30,000 to get the mentorship to be an apartment operator/investor. What I learned in the process was that I did not need to be a General Partner because I had enough income and net worth to invest as a Passive investor (LP). After doing turnkey single-family homes from 2009 for 7 years I was ready to graduate to bigger deals as a passive investor.

Technically, I paid $40,000 on this fiasco too.

Since then I have been General Partner and Limited Partner on over a dozen deals from 2017 on. Click here for all past projects.

Webinar – What are Syndications/Private Placements? –


Why Invest as a LP in a Syndication?

1. Minimizing PITA ( No more managing tenants, vacancies, maintenance and the managing the manager (who is a $12-20 dollar employee who’s compensation structure us not aligned with your goals) By passing the control of the day to day operations to true experts who are literally partners (direct alignment of compensation and motivations), you can assure the investment is being optimized while you spend your time on what you want which is 1) making more money at your day job, 2) spending time with your family or 3) finding that one off deal that you want to do one your own while pairing with a Limited Partner strategy.

2. Asset Diversification:  Many commercial real estate investments have high acquisition prices (think $10M+) where most people don’t  have access to. You want to get away from these other Mom and Pop invests like these 1-40 units. When I was a syndication newbie and thought I could do everything by myself and did not trust anyone. I then realized in a few months that 1-40 unit deals had horrible pricing because all the amateurs were involved and the ones that looked good from a per unit price prospective were under 80% occupied and had ISSUES.  Investing passively in a group can allow you to invest in multiple asset classes (apartment/mobile home/assisted living), in multiple locations and with varying business plan duration. 

3. Avoid Credit and Liability Risk:  Investing passively allows one to avoid being exposed to credit or liability risk.  No W2 documented income no problem!  You do not need to personally guarantee multi-million dollar loans and and be the fall guy. Plus now you can get into all the travel hacking credit cards and tradelines you want (

4. Cash Flow:  The goal of a LP syndication investor is to create a “ladder” of investment that create accumulated cashflow and cash out (refinance or sell) at different times. It’s like your grandpa’s CD ladder strategy but with 10-30x returns.

5. Taxes: All the deprecation benefits of single family home being your DIY direct investing but even better! Bigger deals are able to pay for a cost segregation to squeeze out even more depreciation. More info

I paid 4% in taxes in 2018. All because of the passive losses that real estate gave me.

Bonus Depreciation has made 1031 Exchanges obsolete


Can I 1031 exchange into a Syndication?

Yes you can but no its not practical…

Syndications investing in LLC (even if you are buying real estate) are businesses and not (like kind exchanges) with real estate. And therefore if does not qualify as a 1031 exchange. You can 1031 equity into a Syndication/LLC via a Tenant-In-Common (TIC) arrangement. But the reason I say the 1031 is not a viable option is because from the syndicator’s prospective a lot of unneeded work goes into doing this and when you can just raise the funds the traditional way you do that and not deal with this annoying LP investor and extra paperwork and having to explain another outside structure owning part of the deal externally of the LLC. Caveat: if you are bringing in a huge amount of money say 50% of the raise (at least $500,000) then that might tip the scales in your favor. But in all practical sense only if the syndicator is desperate for money will they consider doing a TIC for part of the capital raise. And if someone is asking you to do this with your 1031 money and you are not bringing in that much… you need to run…

I don’t know why anyone has the 1031 exchange in their toolbox if they are already investing in the world of private placements and a net worth of over $1M.

Two Types of Syndications

There are two forms of syndications:

  1. A single (of finite number of assets) that are going to be put into the ownership entity. For example we are going to syndication the purchase and rehab of a 200-unit apartment complex at 123 Main Street. The assets are identified before capital is raised. This allows sophisticated investors to vet the deals on an individual basis.
  2. A Blind Pool Fund (like a real estate fund) where capital is raised based on the sponsor’s vision, track record, and reputation. The capital is raised first the sponsors will then go out and acquire properties.


What are the Various Roles in a Syndication?

Whenever you are learning something new like ball room dancing for example its best to learn the definitions first. Then once you understand those we will build up on the concepts. Remember mastery only happens with the right Mastermind and actually jumping into deals.


Sponsor/Lead/Co-Sponsor/Manager/General Partner (GP)/Syndicator

There are many terms for this person or company that organizes this investment and that is responsible for managing the whole operation on behalf of the investors. They are interchangeably known as the Sponsor, Lead, Manager, Operator, or Syndicator. Being in over a dozen different arrangements I can tell you that sometimes there can be a lot of dead weight in a GP however if you are looking to be in the GP you need to help with the deal with 1) finding it, 2) doing the grunt work, 3) bringing in a lot more capital than a typical Limited Partner.

The loans (financial liability) is guaranteed by the Loan Guarantors or Key Principals (KPs). You guessed it! Typically a “rich dude/gal” with a net worth of over $2-5M is signing on the debt for the entire GP and Syndication. You can get compensated for this but every case varies which determines if it is a good risk reward. If you are a “rich dude/gal” we should probably connect and you should enroll in my mastermind with over 50% accredited investors too. But for the rest of you under $2M net worth keep reading…



Investors are known as Limited Partners (LPs). Not giving you any legal advice here of course but 80% of my investors invest in deals via their personal name because as the name implies there is limited liability because the liability goes through the GP first and the loans are guaranteed by the KPs.


Legal Structures

As mentioned before, the syndication may be created with a certain tax and legal structure. It is usually created as a Limited Partnership (LP) or a Limited Liability Company (LLC) to own the property on behalf of investors.

Accredited Investors

An accredited investor is a defined by the United States Securities & Exchange Commission as someone who makes a minimum of $200,000 ($300,000 if filing jointly) or has a net worth of 1 million dollars excluding personal residence. The significance of being an accredited investor is that you can invest in things that those with less money, cannot. You can also be something called “a sophisticated investor” which has a much more nebulous definition but essentially says you know what you are doing even if you don’t have that much money. These laws were put in place long ago to “protect” the average person from predatory activity. The irony of this all is that there is no protection for the average Joe, or pension funds for that matter, against investing in a wildly bloated stock market at record valuations. Every major trader out there knows we are in a bubble but there is no protection for individuals dumping money into their retirement accounts to buy mutual funds. It’s an archaic system which makes little sense. Certainly, there has been some recognition of this fact. The 2012 JOBS act made it easier for Main Street America to participate in “alternative” investments via crowdfunding and made it easier for sponsors to advertise previously unknown opportunities. However, we have a long way to go. I would advise you that you need to know the lead syndicator personally. None of this “we met at a local REIA and he pitched me his deal”. If a guy does not have a list of solid investors they must lack the track record. Also I did a podcast with Amy Wan a syndication attorney talking a lot about this topic.

It is a misnomer that syndications are only for accredited investors. 97%-90% of deals out there also accept non-accredited investors it just that you are not personally connected to any of these people.


Two Typical Syndication Methods

Most deals are put together with the following structures which follow the SEC’s governances.

  1. Regulation 506B – 97-90% of deals our there accept non-accredited investors and the GP cannot openly market the deal to a non-private list (no TV, Radio, social media ads for example). Investors (LPs) will self certify if they are accredited or non-accredited.
  2. Regulation 506C – the minority of deals following the new rules where you can advertise into the free world but the SEC says if you do this you cannot bring in non-accredited investors. Investors (LPs) will need a third-party letter from lawyer, accountant, or third party site like Verify-Investor validating Accredited status.


The Process

The following is how the process typically works.

  1. Someone finds a deal.
  2. GP ties up the property up in a contract and starts building their GP team. (This is where they call me and see if the Hui Deal Pipeline Club is interested in the deal).
  3. The GP performs their due diligence and in parallel they get the syndication lawyer (not another run of the mill person who happen to pass the BAR) to create an investment package typically referred to as a Private Placement Memorandum or PPM. The PPM includes details of the property/deal, terms, sponsor contribution, equity splits, projected returns (proforma), fee structure, payout structure, and other marketing. The PPM is a heavy document over 100-pages. In most cases it scares new investors because it discloses all the risks that can happen. In the end it does two things: 1) Signs the GP up to be fiduciary to no lie, cheap, steal, and run the investment to the best of their ability and 2) Signs the LP up to minimize their ability to sue the GP incase the deal does not go well after all in everything there is risk and sophisticated investors know this.
  4. The GP will then go about raising money from investors (LP). They will decide a minimum investment amount based on the downpayment needed, cash reserves, capital needed for extra construction, fees/compensation for putting the deal together. Experienced GPs will always write the PPM to allow some wiggle room incase an extra 5-20% of capital is needed so they don’t have to spend another $10,000 for another irrevocable PPM. I am mentioning this because a common question from LPs is why does the PPM say the max raise is $4M and the sponsor just told me their take get is $3.5M? As a LP it is important to understand the rough breakdown on what the initial capital raise is being used for. Beware if capital is being raised to pay out investors in the first year. This is technically a semi-legal Ponzi Scheme but is not a good best practice by a GP and a way of tricking unsophisticated LPs.
  5. Once there is enough capital and the financing is worked out, the property will be purchased and the sponsor manages and operates the property. This is always a monumental movement as millions of dollars are being wired in from dozens and dozens of LPs in just a matter of days.
  6. After the property is acquired the fanfare and excitement goes away and the GP rolls up their sleep and gets to work. Distributions and profits are given as outlined in the PPM. In a way the LP courting stage is over, the wedding was a blast, and now we see how well this marriage lasts/goes.


Documents involved

You somehow get pitched on a new opportunity.

Assuming its all good, you have done your due-dilligence, and you want to move forward with the signing process and wiring of funds here is a write up what to look for and what is in a Private Placement Memorandum or PPM for short.

Let’s break down what is in these investor documents which can range widely from deal to deal and operator to operator.

You might have heard a webinar discussing a deal or seen a pitch deck but you will want to review the documents before you make a decision to invest with a particular sponsor or particular investment opportunity.

  1. The business plan – This is a marketing promotion that talks about the team, opportunity, the company, and target return. These documents are typically done with a graphic artist involved and can look very polished but I often appreciate ugly decks as opposed to pretty PDF or glossy pages.
  2. Private Placement Memorandum or the ppm. The ppm is a 50-100 page offering document provided by the private company that lays out the details and disclosures of a private real estate offer. This package also includes the operating agreement or the company agreement (OA/CA) on how the deal will be operator and the investors rights. I like to think the PPM as the launch documents to make it legal for the entity to take in passive investors under the rules set forth by the US Security and Exchange Commission (SEC). Whereas the Operating Agreement or the Company Agreement is post launch what you refer to (especially if there are any problems) for how fees, splits, disputes will be handled. This PPM is a very detailed document that defines the duties and responsibilities and rights of the investor and the management. It is a very intimidating document with a lot of CAPITALIZED BOILERPLATE PARAGRAPHS but creates an even playing field between the passive investor (LP) and sponsor/syndicator/GP. Here the GP is signing up for fiduciary responsibility to the LPs and the LPs acknowledge the risk factors which include a huge wide gamut of risks that are associated with this investment, everything from earthquakes, natural disaster to war, pandemic (we started adding that paragraph in mid 2020), but aliens are not in there yet 😁 But seriously you need to look through that and read that, so that you understand some specific risks that are associated with this project, like for example is this a turnaround type of value and project is it located in an area where the demographics supports your business plan. Are there any critical areas of finance or property management that could elevate the risk or it could deflate the risk. It is important to note that all business plan, marketing documents, are projections and it does not mean that it is guaranteed to happen. I would also look at the use of the proceeds for the capital raise be used and how will the cash flow be used, how will it be returned to you, how will it be employed to improve the project or improve their returns, offering terms this explains the minimum investment amount that you are expected to contribute the expected rate of return. Most of these deals are considered illiquid but there should be provisions to sell your shares (likely at a big discount) to other individuals. Most deals are handled the same way but here you will also find info on Tax matters. There are a myriad of items in the PPM and I welcome a discussion with my investors on why we have some items in there. I am not a lawyer so sometimes I will need to consult legal counsel.
  3. Subscription booklet, or subscription questionnaire is essentially an application to the sponsor to see if the investor is qualified to invest or in legal words meets the sustainability or suitability standards that are necessary to invest in this offering and that’s because the private placement memorandum is governed by the securities exchange commission regulation D.

Overall, the PPM documents can cost $10,000-30,000 for one deal. But it is a necessary cost to complete legal fillings so everything is on the up and up.

Why did I focus on being a LP

Again for me, it was simple math. The assumption was that my money would grow at 15-20% a year in part cashflow and equity & forced appreciation. The syndications that I do are not BS REITs and RE Funds where you know the people running the deal for you and you don’t have layers of people taking hidden fees.

I get all the pass-through tax treatment and depreciation and interest expense. In fact it is stronger than my direct ownership rentals because of cost segregation and bonus depreciation. See our tax guide.

What I give up for control (most of which is an ego thing) I gain in diversification (multiple partners, markets, business plans, and asset classes). And the property management is typically a lot more professional than the property managers in the residential (1-20 unit) world.

Note: market appreciation is sometimes considered as luck as it is not creating more value in the property with rehab or management improvement to increase the value or force the appreciation of the property.

I was on the flight path to Financial Independence. And this is why I have shifted my focus to non-investing activities and enjoying the journey.

[Private Equity kicks S&P500 butt]

Source: Cambridge Associates, “US Private Equity Index and Selected Benchmark Statistics,” March 31, 2017, 19.03.4

I made the jump to MFH/Syndications after more than 7 years in the SFH mindset. Read more here

I laugh with other peer investors today how silly we were trying to max out our 10 Fannie Mae/Freddie Mack loans. And now we are in syndication we don’t need W2 income to qualify for loans because the loans are not even in our name!

Every investor is at different stages of the game. This article aims to offer guidance on when to make the jump to more scaleable syndications.

Like ‘Rome’ I believe all most paths lead to investing in Syndications (as long as you are not a jerk and can halfway network with people).

When I was paying a boat-load for trainings and masterminds I was unconsciously finding other peers who where also doctors, lawyers, engineers, accountants, dentists, etc like me. All I had to do was reverse engineer what the smart money was doing.

Those smart guys at Cambridge Associates (investment firm that works with institutions and family offices) did a study of 132 prominent endowments and foundations over a 20-year period.  Thrasher, Michael (March 5, 2019), “Cambridge Associates: HNW Investors Should Have 40 Percent in Private Placements.” The top 25% performing institutions allocated at least 15% of their investable assets in private investments and the top 10% allocated at least 40% to private placements.  Among the best of the best, the Yale Endowment, which allocated 80% of its portfolio to private investments in its fiscal 2018 year, saw a return of 12.3% in a year when S&P was down 6.2%.

Should I invest in syndications or private placements without investment experience?

Most investors start by investing in single-family home rentals. The natural progression is to move into larger more scalable assets such as being an operator/general partner (GP) or passive investor/limited partner (LP) in a syndication. Most novice investors do their research and come to the conclusion after evaluating the scalability, economies of scale, and diversification that bigger deals are the better route, but is that what you should really do?

And by the way to be a General Partner you need to find the deal, run it, bring a large portion (25% of the total capital), and answer annoying questions from the bank like this:

Wait, what is a syndication or private placement?

I use an airplane analogy when I explain these syndications. In an airplane, the General Partners in the cockpit fly the airplane (find deal, negotiate, find investors, line up lending, manage the 3rd party property management, operate the investment). They are typically signing on the debt and their net worth needs to be greater than the loan size. In coach, you have the passive investors or Limited Partners who come on the plane and go to sleep and hopefully get their returns. I look for both because its all about putting more people together and leveraging each other’s strengths.

A typical structure of a Single Asset LLC syndication

(Limited partners will be “Investor 1,2,3…”)

Asset – The subject investment property at 123 main street.

XYZ LLC – The LLC that has the title to the Asset

Class B Member – This is the managing members or GP (the cockpit in the airplane analogy)

Promote Entity – This can be made up multiple GPs

Class A Members – This is the LP members

Sponsor LLC – The general partners typically put some skin in the game usually 10% of the total raise

Investor 1,2,3 – These are the LPs

Other diagrams as not all things are the same but similar

What goes on in that cockpit?

When I started to invest I started as a LP. Frankly, I did not add any other value other than the capital I brought in. When people started to follow me into the deal and I was able to bring in more than $1M in one deal I got invited into the GP. Its was a cool place to learn what really goes on in the deal. Not everything is communicated to the LP for sure but for most times a good reason. As a new investor, it was a great place to learn from being behind the curtain.

Here is what the GP does and why they deserve the extra compensation:

  1. Source and identify assets

  2. Underwrite and discover hidden value

  3. Pursue, negotiate and win deals

  4. Develop asset business plans

  5. Negotiate purchase and sale agreements

  6. Conduct thorough due diligence

  7. Secure financing

  8. Close deals

  9. Manage assets

  10. Lease to new tenants

  11. Renew leases with existing tenants

  12. Perform and manage capital expenditure projects

  13. Execute asset business plans

  14. Dispose of assets; and

  15. Deliver investment returns

Bigger is better

Theoretically, it does make sense. Larger investment deals, such as syndications or apartments, would likely bring in larger cash flow and better deals due to better teams. If you do the math, you will likely net at least $100-300/month per property with a single-family turnkey rental. Assuming you earn a decent wage as W2 employee, you will probably need 20-40 of these single-family rentals to replace your income.

Cost segregations that typically cost around $5,000 create bonus depreciation. Bonus depreciation creates more upfront depreciation – often front loading in the first year of ownership. This is only practical in larger assets or scale.

Not making any promises as depreciation amount is primarily based off building specifics and amount of leverage used in a deal but here is a real-life example from a $50K investment in the first year K-1 in 2018 utilizing cost segregation.

Passive Losses!

Note this is a Class C apartment deal like this

Cost Segregation & Bonus Depreciation –

From Tax-Free Wealth by Tom Wheelwright – more on taxes

I personally had 11 single-family homes, but experienced one or two evictions per year. On top of that, there could (and have) been other big maintenance and capital expenditure events that happen (3-4 a year with the same sample size of 11 homes). In other words, single-family homes can only get you so far and you will need to invest in more to truly generate more cash flow.

Thus, investing in syndications can be an attractive way to achieve true financial freedom because it is even more passive than SFH’s.

And there isn’t the PITA associated with doing Turnkey rentals.


The caveat

But before you jump the gun, let us assess the full picture. From 2016-2018, I have had over 1000 strategy calls with real estate investors and coaching clients. (Today Calls are only available to Hui Deal Pipeline Club members) Many new real estate investors want to skip investing in single-family homes and jump into the deep side of the pool and invest in large syndications as a private placement. Who knows if they can swim? Some individuals can make this jump into syndications. Great for them! Keep in mind that this transition is a big step that requires more capital, a larger barrier-to-entry, skills, network, and unequivocally more risk. It might make sense to get a mentor to point you in the right direction.

If you are planning on being an operator or a general partner (GP) with no prior experience then I think you are smoking crack and I wish you luck. Jay Papasan, author of The ONE Thing, agrees here. You will always make a mistake and I would rather see you make it with a small deal first. Entrepreneurship is often about survival. Stay alive until you get lucky. I am one for going after a bunch of singles first then going for home runs. Plus, if you like real estate investing and want to become an operator, you will benefit by building valuable experience as you mold your track record and brand from starting with small rentals. I think that is why has become so popular because it started small and progressed organically. Its funny that most of my coaching clients who have phenomenal W2 salaries want to start with the small stuff as if they are gluttons for punishment (I think it speaks to their character and how they achieved so much) and the folks with no track record of any success and are broke always want to swing for the fences.

If you are planning on being a passive investor or limited partner (LP) with no prior experience then there is room for some debate.

More often than not, some investors just try it on their own. They network with some lead investors/syndicators and believe in every executive summary they read. Do not be a sucker. This is not a good approach and often leads to investors getting taken by the glossy PDF and profile pictures.

“Crowdfunding websites take huge cut of your investor profits. Go directly to the source and cut out the middle man and invest with us.”

A discussion of risk and severity

The biggest problem with being a LP on a syndication is the potential of working with a shyster who takes your money. This is a very small chance of happening and can be mitigated by due diligence and creating a network that verifies characters. The risk and severity are modeled below.

Being a single family home operator has its own headaches and dangers which I have documented on past articles. It is “extremely remote” to have a $10,000-20,000 move out disaster and a lawsuit. Being a direct operator has higher returns coupled with more risk.

In my analysis of risk, a syndication (with the right people) decreases the variability of the investment performance as shown below. For example, a deal may not perform up to pro forma so instead of a 100% return in 5 years, you get 70% return in 5 years.

One Investor’s Story

In terms of my investment ideas/activity, here’s what is spinning around in my head (Note: The ideas listed below are going to conflict with one another because each path is a different approach):

1. Duplex, Triplex, Fourplex or small apartment complexes – This was the path I was going towards before we got into contact. I’ve been looking at Columbus and Cleveland, Ohio. I liked Columbus more because of population/economic growth. Got in contact with a couple agents from BP that service Columbus and I haven’t found anything that cashflows at a reasonable rate. A lot of deals cashflow at like $50-$150 per door and that’s going to be eliminated as soon as someone moves out. So while I’ve been looking for a bit, nothing yet.

2. Syndications – After coming across your stuff, I thought being a LP may be the preferred route. I get that I wouldn’t get the experience of knowing the ins and outs of RE if I did it myself, but what do I really want out of life? Do I want to spend so much time finding deals, buying, building the portfolio, or should I just be a LP and use my time for other life goals? Not quite sure, but the idea of being LP sounds like a solid approach. In any case, I won’t have accredited status for 2+ years, so I can’t even go full blast into this path unless I get in on similar deals like the ATL one you had.

3. BRRR – Open to doing any BRRR activities. I thought about this path for single-family homes, but I felt like it may be too hard to jump into BRRRing something out of state. That’s why I’ve been focusing on 1. above because Im trying to find stuff that doesn’t need a ton of work. If it needs relatively minor stuff that a PM can fix, that would be preferred before I jump into BRRRing things.

You could pursue a hybrid approach of investing in all of the above (although 2 of 3 would be more practical to not spread yourself too thin).  Again, it totally comes down to how much money and time you have. More specifically if you have a lot of liquidity then you can do more than one track. All these things are totally correct and shows that you have the big picture. Just a matter of choosing which path you want to go on. Congrats!

Starting out as LP

I recommend for investors to get their feet wet with investing in single-family properties first. Yes, I previously noted issues with single-family homes, which you will experience at some point. But there is no better way to learn and build up the war chest as a prerequisite for more scalable investments and private placement syndications. I believe that once an investor understands this and can 1) build some sort of liquidity and cash flow and 2) be able to call BS when a syndicator starts to use bogus proformas and assumptions.

Keep in mind that entering larger syndications requires serious capital. As guidance (not a rule or SEC law), let’s say you have $100,000 liquidity as a non-accredited investor and are ready to invest in syndications. You will likely only be able to do a couple $50,000 investment deals, which sounds great. But without adequate cash flow coming in from other investments you are a sitting duck for a year or two – the education process stops. So, if you encompass some experience investing or renting out single-family home rentals, are employed saving at least $30,000/year, and/or have some substantial liquidity (over $200,000), the transition would be smoother in terms of liquidity management and education progression.

If you are a tables and graphs person check this out to see a loose rule on when to make the jump to syndications.

In terms of returns, being the direct operator normally produces higher gains. Generally, 25-35% a year on paper if purchased correctly. However with my track record I consistently lost money on 3 out of ever 10 rentals, but overall I hit my anticipated $200-$300 per month cashflow per property. Throw in the chance of a disaster tenant in there like my $30,000 repair bill and a few months of vacancy and you can see how you can quickly go into the red. The only way you can protect from this volatility is to… get more properties! Something to think about in a correction if you are buying turnkey/retail properties is that you will likely be in the red with equity as unlike being a passive in a syndication you are not buying with forced appreciation.

Returns from syndications usually run in the range of 80-100% return in 5 years or 17-20% a year. This is less than being your own operator on a small rental. In terms of risk you are putting a lot of risk that the General Partners will uphold their fiduciary roles. Assuming you mitigate this as best you can by checking backgrounds and only working with those you know, like, and trust with one degree of separation, the volatility of returns is much less than the smaller rental variety. What I like about syndications is that a deal is not done unless there is a lot of meat on the bone which helps protect your equity position in a downturn – just beware of the loan terms and if it is a recourse or nonrecourse loan.

I would say 80-95% of LP investors don’t know what is truly a good deal and invest off what other LPs say (who don’t know either) and pretty pictures. How do I know well I talk to a lot of LPs so that’s why. And a lot of people only invest off the executive summary which does not include the T12 P&L (Trailing 12 month Profit and Loss statement) and rent rolls. Crazy huh?!?

Here is a shotgun spreadsheet that will get you 10% of the way there but in order to truly vet a deal you need to build your network to vet the person via conferences, masterminds, paid coaching from me which I could walk you through a deal.

Another example of trick and games being played:

What is “Cap Rate Gate?”

It’s when a syndicator manipulates the reversion cap rate to greatly influence the total returns, so they can attract investors to a deal. 

Cap rate is the market determination of how much you should pay per NOI. It is what it is and Class A is lower than Class B and Class C. An increasing Cap Rate means it’s a softer market and you are not going to be paid as much for you NOI. To be a conservative underwriter you like to see the Reversion (exit) Cap rate +1.0% higher than the starting cap rate. For example if your starting Cap Rate is 6.25% then you want to use 7.25% as your reversion cap rate.

The Reversion is a “wild-ass guess” to begin with. That is why you want to be conservative as assume you will sell in a softer market. By using anything less than +0.75% is simply “kicking the can” down the road. Likely what the syndicator will do is just blame the missed targets on the economy where it was just screwed from the get go.

See below how much it impacts the total return. This is why you need to look under the hood and stop taking the “sticker price” for face value.

What is a good IRR:

IRR as a calculation that can be manipulated by whomever does the calculation (mostly around what return a person can continually get with the cash flow they get off the property).  Moving the refi or sale up a year can bump the IRR up 20-30% like that.

I don’t really look at the IRR because its highly manipulated by sneaky syndicators. I personally look at the total return over the 5-6 year period and focus on what really matters 1) Cap Rate to Reversion Cap delta, 2) Assumed rent increases per year, 3) Assumed full occupancy.


What else do you look at?

Return = Cashflow + Appreciation

A lot of the stabilized deals with some value-add I go into have about 50% cashflow and 50% appreciation where half of all the gains are paid out during the life of the hold (typically quarterly) and the other half of the gains are paid out at the sale or exit of the property. A development which I tend to stay away from will likely be 0% coming from cashflow and 100% coming from the sale or exit of the property. Everyone has their own criteria what they are looking for.


Giving up Control for Diversify:

1) Different leads/operators

2) Asset classes such as MFH, self-storage, mobile home parks, assisted living

3) Geographical markets

4) Business plans (5-year exits vs legacy holds)

Whatever you do, try to stay as close to the investment as possible. Knowing your syndications’ operating team is the most important part of the deal. Do not invest with random people. Even if the operators are good, there is the chance that good operators do bad deals and you need to be able to be on the lookout for the “money-grab.” You want to have the experience to understand their offering at the surface level as opposed to blindly jumping on board because of the promised return on investment. And to do this you need to analyze the Profit and Loss statements for the last 12 months, rent rolls, and pull your own rental comps. These items are typically never disclosed to investors. As you can see it’s a game of smoke and mirrors. The less data they give you the less questions and the less question the more likelihood of you investing.

Crowdfunding sites are great in theory but sort of like online dating websites for syndicators who can’t find funding. Do you really want to work with these people?

Well online dating really isn’t too bad and in some ways become the normal from 2010 on but Crowdfunding sites are still in their infancy.

There is a lot of consolidation in this new space. Think of the many competitors there was before there was the Ebay or the Amazon. I stay away from Crowdfunding sites personally.

Update: Realty Shares going under – [a sign of more consolidation to come]

They were one of the biggest Crowdfunding sites however they went under because they “can’t afford to secure additional capital to fund additional investor acquisition. In other words, the marketing to get people to sign up is coming from outside sources (venture capital) and not from their business. This is typical of a tech startup. Click here to learn more about crowdfunding websites.

In the end, do not forget your end-goal. About 80% of investors who stumble on Simple Passive Cashflow want passive income. Folks start drinking the Kool-Aid, and will be financially free in 4-7 years pending taking action. Always keep your end in mind by taking a more passive approach and start designing your ideal lifestyle today.

See chart here for further visualization

“You give up a little control, you gain a lot of diversification” – Lane Kawaoka


Beware of going the Mom and Pop route

Thinking about flipping houses? Do so for the fun of it but for most high paid professionals when you factor in your hourly rate and the risk of market volatility you are better off staying at your day job..

You’re competing with the pros.. People who spend all their conscious and subconscious time trying to source the best properties and managing people correctly. You may kick butt at work but often managing white collar subordinates does not translate to leading blue collar personnel.Many deal hunters I know spend off hours taking brokers out to lunch or a Dallas Mavericks game frequently to get to the top of the list for the next deal.. Your competition also has overseas virtual assistants combing seller lists for the next deal. Not saying you cannot find a deal on your own but who are you kidding?

Lets assume at one in one-thousand deal falls into your inbox.. This is at best because I personally get over 20 deals in my inbox a day and a few syndication deals that has met their minimal deal standards (however they may be).
Where do you live?
I put great emphasis on having a deal sponsor be local to the property where they can passive birddog the property and respond to an issue.. Some investors I know say its a total deal killer not to have the person live there their whole life.
You cannot have a property management company be your eyes and ears.. Maybe this strategy has worked with 1-8 units in the past but those properties are very forgiving.. In the end ask yourself the question…. are you ok letting a $12-15 an hour person (who is constantly looking for a better gig) manage your $3M asset? No, there needs to be a general partner local or making routine trips to oversee progress.. Especially when there is other peoples money at stake!

Mom and pops – you have to love them! They go into single-family homes and scale up to duplexes, triplexes, quads, and to 8 units, 16, 20…

They read something like this and they think they get some property management ($12-$15 an hour employees) and think they are good. #BiggerPocketsBro

Here are more reasons why this path is flawed:

  1. Lending terms over 4 units and under 1 million dollar loan size is no man’s land for lending. Banks know this because amateurs do these types of loans and the failure rate is so high. Worse rates, terms, and resource debt.
  2. Mom and pops have all their money (100-400k) in one deal. This is not diversification.
  3. A few years ago me and my partner had the idea that we would just pull our money together and go into one of these under 50 unit apartments since at the time we were a still wary about trusting another person. But as we started looking for deals and running the numbers we realized that the pricing was worse than the over than 60 unit deals due to the competition of unsophisticated mom and pop investors.
  4. Mom and pop investors usually suffer from trust issues. They have severe blind spots and it is rare that they are a sophisticated well connected investor. Yes they take painstakingly care of the property and pick up trash when ever they are there but that only takes you so far.

What I like about mom and pop investors is that they eventually screw up and sell to us sophisticated investors at a discount.

I know that’s not nice :/

Ultimately the reason I decided to not do a 4-50 unit by myself was because of the leading options under $1M are horrible and full recourse. Check out with these options for debt that the pros use which are typically out of reach from mom & pop investors.

Commentary from other Hui Deal Pipeline Club Members:

“My near term goal (2 to 3 years) is to invest $500k to make $4k to $5k per month of low risk, real estate passive income (if still possible), I was thinking that deploying this as a limited partner over a few geographically diversified multi-family investments was a good way to get started, and to start learning.  One of your first podcasts I listened to (SPC080) was one about when you decided to move to Multi-family from Single family.  I agreed with most of your arguments in that podcast: 1) I don’t want to buy another job 2) SFH’s only scale so far 3) the return on SFH’s may not be big enough to justify the time put in (most of the turnkeys I’m looking at now have pretty low cashflow), however, it is a good small investment to learn the business. The 1st rule, or course is to not lose money…  So, therefore, following your path and taking it step by step is more prudent.”

“Many of the points you hit on are the same pain points that I am currently working through myself in regards to real estate investing. 1)  I’ve invested in SFH rentals currently and in the past, and the cash flow from these deals are great. However, the time commitment to my W-2 career prevent me from scaling this investment model. 2) Syndications are the way to go, and that’s why I’ve sought out a trusted mentor like yourself to teach me the ropes, and to bounce ideas off of to try and mitigate risk as much as possible.  It’s tough giving someone your money in hopes that they will maintain and deliver on their fiduciary responsibilities. If the opportunity is good enough for you to place your hard earned money, based on the trust I’ve developed in you, it’s good enough for me. Right now I’m building my war chest so I can go to battle on financial freedom.”

Other resources:

Here is info in Turnkey rentals or Turkey rentals.

Example of a Class C apartment renewal –

Here is a webinar I did explaining what a syndication is:

Our latest 253-unit acquisition in San Antonio (Mystery Shopping): (March 2018) – 

Post-purchase mid-rehab walk-through (March 2018) –

Here is another 52-Unit deal in Iowa:

Post-purchase early rehab walk-through (April 2018) –

More videos and webinars provided to Hui Deal Pipeline Club Members. Join here!

For actual FAQs from past deals please email for the password.

This why we invest in B and C Class deals and stay away from Class A (typically unless its a good risk-adjusted return).

Menu of Investing Options

Click here to access the growing list of things you can investing and my personal notes on each. Let me know if you care to add to our growing information repository.

Other Resources:

Tick, Tock: Timing of the Next Downturn and What it Means For Commercial Real Estate – Yardi Article
Go Bigger! Diversify your money! Invest alongside the pros!

Four ways Sophisticated investors diversify in syndications:
1) Different leads/operators
2) Asset classes such as MFH, self-storage, mobile home parks, assisted living
3) Geographical markets
4) Business plans (5-year exits vs legacy holds). And take advantage of the overall scalability and Cost Segregation & Bonus Depreciation

*Usually I see investors place no more than 5% of their net worth into anyone deal (~$50,00 per deal)


Things to look out for as a Limited Partner (LP):

In 2017, $1.8 trillion was raised for private placements or syndications in the U.S. I am betting this is an understatement as a lot of private placements are not reported. There are a lot of people doing this but there is very little information out there… until now!

Real estate is a people business. It is not like buying a stock where you can get wherever. You cannot apply some fancy AI or algorithm. You have to create a network to vet out good operators. You are investing in non-commodity investments where no two are alike.


Who’s the lawyer doing the legal filings with Securities and Exchange Commission or SEC?

In my experience, most of the deals I see are done by the same 4-6 people. That might just be my viewpoint of the investing universe though.


What are the fees that he sponsors/general partners/leads taking?

You don’t want someone to work for free. Its a lot of work to cultivate the network, team, and experience to even get an opportunity that works. Going through apartment investing school I noticed that the success rate was about 5-15% and that’s after 18-24 months of of constant grinding (2 hours of work everyday at least).

The main three are 1) acquisition fees, 2) annual management fees, 3) disposition fees, and other miscellaneous fees that fall into those first three categories. Acquisition fees range from 0-3% of the asset price. Annual management fees range from 0-3% and based off income. Lastly, disposition fees range from 0-3% and based on asset price. If you are astute, the income will pail in comparison to the asset price so the asset management fee is the least. Don’t get tied down with percentages, convert to real works dollars.

Working directly with an operator is the best way to cut of the middle man. Check out some of the hidden fees in more traditional assets.


Contingency plan

Who is going to take their place if someone on the Sponsor team gets hits by a bus?

A lot of times its the boots on the ground that is going to steer the ship and that person is critical. Having a diverse team of general partners not only keeps a check and balance to drive towards the goal of bringing capital preservation and returns to investors. But it also minimizes the impact of losing one key officer.

What is Fake Skin in the Game?

Normally you are looking for 10% or so for the GP to contribute to the capital raise. Beware of high acquisition fees and asset management fees to pay for the GP’s contribution. Still experienced operators don’t really need to put anything in the deal… I mean come on as a LP can you find something better?


What type of investors are being accepted and type of money?

Is it a Reg D 506B deal that accepts accredited and up to 35 non-accredited investors?

Or is it a Reg D 506C deal what is only for accredited investors?

Does the deal accept 1031 exchange money, retirement or QRP money?

Are you investing in a property or blind pool fund?

Generally speaking, I recommend investing in a specific property.

A blind pool allows a syndicator a lot of freedom to go out and find an asset. I have seen a more scams in blind pools partly because its hard to track the dollars.

“Hey man… Give me plenty of money… I’ll just flip a bunch of houses”

I like to invest in a specific property that you can vet the asset’s past performance and understand the business plan before the team picks it up.


Are they going to have skin in the game?

The General Partners likely have put a lot of hours into sourcing the opportunity and will put a lot of sweat equity. But beware of coming from nowhere operators who look like they have a track record.

Even though the General Partners are putting their reputation/brand on the line it is customary for the GP to put in ~10% of the total capital raise. For example, if the deal needs $4M to purchase a $20M asset, the GP will put in $400K.

Again nothing is black and white. Don’t be that annoying LP who thinks they know what they are doing because they read a few online articles on this topic. Good GPs are selecting the LPs as much or if not more than the GPs selecting the LPs.


What’s the minimum investment?

Typically, I see $50,000 as the minimal investment in 90% of deals I take a look at. Sometimes you can find $25,000 deals but those are typically done by newer syndicators. Asking to get a lower minimum just to get a “good deal” is annoying and can be poor form.

The GP wants to minimize the number of investors and keep it to 40-60 investors per deal. The more investors mean more headaches, filing costs, etc.


What’s the exit strategy?

Ask what the business plan is in terms of rehab and capital expenditure plan. Then how the sponsorship team feels about the length of hold. Again everything is a projection. This is why I like to find deals that cashflow right away. So if trouble comes due to a poorly executed project or downturn in the economy we are at least cashflowing.

What the heck does.. “a 7 pref with 80/20 LP/GP equity split”

First off don’t be scared, its all pretty simple after you learn the basics and get some practice using the language. This lingo is just there to throw off the faint-hearted.

A 7 pref with 80/20 LP/GP equity split is broken down as follows:

7 pref = 7% preferred return. You can Google the term “preferred return” but this is the amount the General Partnership/Leads/Syndicators believe they will be able to hit therefore they are going to pay investors first (Limited Partners or LPs) first. In other words, it determines who gets paid first (and second), how much they get paid, and at what points.

I call this a “hurdle” where everything below the pref gets paid at a certain amount and everything above the pref gets paid at a different set amount.

Some investors will only invest in deals where there are prefs. This is very nearsighted because 1) has nothing to do with the actual deal (vacancy, business plan, underwriting), 2) the GPs are the smartest people in the room and they have engineered the payout scheme to entice investors but extract maximum (but hopefully fair) compensation for themselves. A pref typically is paired with a not so advantageous back end split once the pref or hurdle is reached. So if a deal really gets knocked out of the park that’s when the GP’s really win. Some investors will want that alignment but in my opinion of seeing so many deals and being behind the curtain in GPs, its a constant cat and mouse game with the GPs that a LP really needs to look at it holistically.

Plus no deal is the same and the investing environment is constantly in flux.

Multiple prefs or huddle rates are known as “Waterfalls”. As an LP I don’t really like these because they are confusing and can be skewed all types of ways. Complexity usually benefits the house (GP) which is why Wall Street tries to make things confusing to un-impower the masses. Ok that might be a little of my opinion but here is what I think about traditional investing.

Sorry if this is a little random but this content can get a little intense sometimes…

Don’t go chasing waterfalls
Please stick to the “straight splits” and the “Prefs” that you’re used to
I know that you’re gonna have it your way or nothing at all
But I think you’re moving too fast… just join our mastermind.

I like very simple 70/30 or 80/20 or 90/10 splits where returns are even and very transparent.

Another thing I have seen with deals with prefs that is a downside of prefs is that say a deal does not preform and it looks like the GP will never beat the pref… well they might dump the deal just because they won’t be able to beat the hurdle (pref) and that might not be in the best interests of the LPs.

*Caveat: you can have a deal where it seems like it is a good pref or high LP split like a 80/20 LP/GP split but the leads/syndicators can just be taking large acquisition fees and therefore paid before investors anyway. How misleading and how dare they tell you in the face that the prefs are to make sure you get paid for… BS! Again…

Other Pref/Split schemes:

  • The more you put in the better the split:
    • Investment of $50,000-$99,999: 6.0% Preferred to Investor; 75/25 split thereafter
    • Investment of $100,000-$199,999: 7.0% Preferred to Investor; 75/25 split thereafter
    • Investment of $200,000+ 8.0% Preferred to Investor; 75/25 split thereafter [makes sense because of less admin and fewer investors]
  • After a 7% preferred return is distributed to investors, the remaining cash flow will be split 50/50 between investors and the GP. Upon refinance or disposition of the property, any accrued unpaid preferred return will be paid first, then 100% of investor equity will be paid back in full. All remaining proceeds from refi or sale will be split 70% to the investors and 30% to GP. [Notice how the pref is nice but it is taking away from the upside return for the LP]
  • After the pref hurdle of a certain IRR or annual pref
    • 75% up to 15% IRR; 50/50 thereafter [Yikes]

Other Resources:

CrowdStreet’s post on the same topic

Law Insider’s library of clauses

Waterfalls not from TLC but Investopedia

Another waterfall example:

First An 8% preferred return – As the name suggests, preferred return is a profit distribution preference whereby profits, either from operations, sale, or refinance, are distributed to one class of equity before another until a certain rate of return on the initial investment is reached. The pref is stated as a percentage, such as an 8% cumulative return on initial investment; however it can also…
to all equity

Second A return of capital pro-rata to all equity

Third Above the 8% preferred return and return of capital, then 80% of cash flow to Class A Members and 20% to the Class B Member until Class Members have earned a 17% cumulative internal rate of return (IRR – The Internal Rate of Return (IRR) is the rate at which each invested dollar is projected to grow for each period it is invested. It differs from other metrics in that it accounts for the concept of the “time value of money”, or the fact that a dollar received and reinvested elsewhere today is worth more than a dollar expected…

Fourth Above a 17% cumulative IRR earned by Class A Members, then 60% of cash flow to Class A Members and 40% to the Class B Member

Waterfall terms:

General Partnership Catch Up Provision: A provision included in certain real estate partnership agreements, whereby a special distribution tier is included in the equity waterfall that allows for the general partner (GP) to “catch up” with the limited partner’s (LP) cash flow distributions. The reason for why the general partner’s distributions might lag, or the amount that must be made up with the “catch up” tier, depends on the terms of the partnership structure.Catch up provisions are most common to structures where the limited partner receives 100% of distributions until it achieves some preferred return requirement, at which point the GP receives 100% of excess cash flow thereafter until some equitable balance between the LP and GP distributions is achieved.

For example, imagine a limited partner contributes 100% of required capital to a real estate venture in return for a 12% preferred return and 50% of all excess cash flows above that threshold. The agreement states that the limited partner will receive 100% of all cash distributions until it has earned a 12% internal rate of return, at which point the GP receives 100% of cash distributions until both partners have received 50% of profit distributions. Once the GP has caught up with the LP, both partners receive any remaining excess cash flow 50/50.

Clawback Provision: A provision included in certain real estate partnership agreements, whereby a special distribution tier is included in the equity waterfall that allows for the limited partner (LP) to “clawback” cash flow previously distributed to the general partner (GP).

Reasons for including the clawback provision vary, but generally are related to instances where the GP is distributed cash flow before the LP reaches a preferred return hurdle. In the event at the end of the venture the LP has not achieved some preferred return, the GP must give back some or all distributions previously made to the GP until such point that the LP hits its preferred return.


Preferred Return Way

A preferred return (aka “pref”) is a great option for investors. In a nutshell, it sets a “hurdle” that an investment must return to passive investors before the operator can be paid. So on an investment of $100,000, a 7% preferred return means you will get a minimum of $7,000 annually. (Note that this not a guaranteed returned. Nothing is guaranteed in life, and in fact it’s illegal to guarantee a return. If an operator is using that word, refer them to this Investor SEC Bulletin.)

Aside from the lower risk for investors, the fact that the operator is willing to offer a preferred return is a sign of confidence. The operator is essentially saying, “we are so confident in this deal that we are willing to forgo payment until the investors get a a good return first.”

Look for Accrual

A preferred return should be accompanied by accrual of returns if the hurdle is not met. That is, if for some reason the investment is not performing and the operator cannot pay out the full 7%, the remainder should accrue on the company balance sheet in anticipation of future payoff. So on that hypothetical investment above, if the operator only can pay 6% in the first year, in the following year you should receive 8%. Below is an example of how this might look in an operating agreement.

First, to the Members holding Class A Units, pro rata in proportion to the amount of any Accrued 7% Preferred Return as of such date in respect of each such Unit as of the date of distribution, until the Accrued 7% Preferred Return of each Class A Unit is reduced to zero;

Advanced Structures

The above scenarios cover the vast majority of syndications. However, for complex deals, such as a development project staged from raw land purchase to construction to final operations, the payout structures can be quite complicated. As an investor you should take the time to understand exactly how much you get paid, in what order of preference and when. Read the documents closely, ask questions of the operator, and do your due diligence.



This is partially “Evaluating the numbers”


Can I go into a deal (sign PPM docs) in my personal name and transfer into a LLC later?

***We are not giving legal advice here***

Most times this is explicitly allowed in the operating agreement so nothing formal needs to happen. If its late in the year it might be smarter to wait till January 1st to make the change to minimize thus years form. The investor would need to need to hire someone to draft the transfer documents transferring the LLC interest from him individually to his LLC.  Then they would need to get the EIN. The sponsor team would need the name of the new LLC and the EIN in order to properly issue a correct K-1.

I see most LPs just going in as an individual since they are “Limited” in terms of liability and have lower legal and financial risk.

Do I get some kind of certificate? How do I know my money did not disappear?

First off stocks don’t issue physical certificates either. Private placements are the same. There are some online portals coming out that tell you your position but it is entirely to give you the warm and fuzzy feeling. In my opinion, because I searched for something for my investors, its a huge administrative waste of money I would rather not spend my money on and pass off to my investors in the form of saving my money to pay for more time for myself to find better deals – imagine that! The fees that these software developers chare are often 1-3% of the funds invested. The fact that they charge this percentage annually is absolutely crazy to be (being an early millennial) because you are paying for a subscription with a decaying virtual asset. I suspect I will be eating my words as I implement one of these systems in 2020+ but likely the price will come down faster than the cost of a rewritable CD-R drive.

What is an example of an investor split on a Development deal?

First off most development deals are higher risk and higher returns. Whereas I tend to invest the majority of my portfolio in cashflowing stabilized assets. Development deals have two huge “ifs” which are what the property sells for and how long construction will take. Typically there are huge promote fees on both acquisition/funds raised and during construction.

Here is one example using a sponsor’s proforma, the manager is at 5.88% of gross on fees + 50% equity.
Manager profit ration of 38% with a client return of 14%. [That seems greedy to me given the client return and risk.]

Manager Fees

3.3% dirt + build ($12.05m) = $397,650
1% sale ($16.27m) = $162,700
3.5% build ($11.32M) = $396,200
50% equity Class A/B; 65% equity Class C
Gross margin: $4,217,712
Duration 24 months (build to sale) – this is the largest variable other than what the property sells for.

To Class A shares or the LP portion ($10.60m raise)

Preferred return = $2,226,000 10%
Remainder margin = $1,991,712 * 50% = $995,856
Total = $3.22m
$10.60m -> $13.86m ~ 14% return
To Manager:

$956,550 fees + $995,856 margin = $1.95m
Manager/Class A = 60%
Manager/Margin = 37.7

What are the downsides of a Syndication?

Syndications as a LP are for people with money. If your net worth is under $250K its cool to learn but you really should not think about investing in one. Being an LP is more of an end game strategy or once you have hit your critical mass point.

Lack of liquidity. Should something happen in your life like someone kidnaps your child or your spouse wants you holdings its almost impossible to get the money out. Again not for broke people.
Lack of control. The GP calls the shots and you are on for the ride. Then again most LPs are amateurs and at some point its better to give the wheel to the pros.
Costs and fees can be misleading. We break these down in our Mastermind
You have to find another deal when it exits. Although I find this fun!


Is there anything I can do to check?

One must is to go to the SEC website (called EDGAR – I don’t know what it means but I can assure you the government spent a lot of money for it.


You are looking for a form D for the deal. Query the LLC name…

Then you can read the docs here…

What are some things that most LP’s over look:

  1. [Resource MFH info page] Physical Occupancy vs. Economic Occupancy in Apartment Investing – Note this is mostly used as an example of what LP’s should be aware of. In most cases LP’s either know too little for example they just look at the Pro-Forma returns and don’t look at the assumptions that the operator used to get there. Or they spend so much time evaluating things that have little impact to the numbers for example running away when they hear of minor foundation issues or rodents that can be remediated with a few thousand dollars of seller concessions. In the Passive Investor Accelerator & Mastermind we try to focus on what is really important but obviously that is not free (but going into a bad deal is costly too). Vacancy in apartments decreases top line income and getting occupancy as high as possible is the goal. There are two different types in apartment investing 1)Physical Occupancy and 2) Economic Occupancy. Physical occupancy (number of units that have a tenant with a signed lease, occupying a unit) is what most people are familiar with in apartment investing and what is often overlooked when a passive investor reviews the underwriting assumptions of a syndicator. This is shown on the rent roll with the tenants name next to the unit number which also needs to by physically audited with boots on the ground verification. Physical occupancy is a percentage calculated by dividing the number of occupied units by the total number of units for example a 100 unit apartment with 8 units vacant has a physical occupancy is 92% (92 ÷ 100).Pay attention here… if a rent roll shows a unit is occupied, doesn’t necessary mean it’s also generating income. A tenant might be a deadbeat or the nice way of putting it there might be “loss to lease.”Economic occupancy is the amount of money of actual rents received as related to the occupancy. This also takes into account tenants who don’t pay the full rent and also things like concessions ($200 move in specials, discounts to motivate tenant prospects). This is the net rents received (not including other income). The net income will deduct for bad debts/loss to lease. The economic occupancy is calculated by dividing net rent received by the gross rents possible.On the same 100 unit apartment, assume each unit rents for $1000/mo. There’s a gross potential of $1,200,000/year (100 units x $1000 = $100,000/mo x 12 = $1,200,000/year). Using the same physical example say there are an additional 10 deadbeats (that the previous seller stuffed in there right before the sale) and 10 people only able to pay half the rent… then you are looking at an economic occupancy of 75%.This might be a little too much info for a LP but Economic occupancy can be a sign of the following:Bad Management and bad collection practices
    Bad tenant qualification practices
    PM stealing money
    Bad rent collection practices
    Lack of maintenance, causing tenants to leave
    Or a clear sign of opportunity!
  2. Many general partners put up substantial amount of money that is non-refundable after a certain point in the diligence phase. This is called your money going hard. It’s a dirty little secret that many operators will force a deal to happen with loose underwriting rather than pull out of the deal and eat $50,000 to $200,000 of their non refundable earnest money.
  3. It is good to look at the how the capital raised is being used. The largest amount of money will be used for the down-payment and then for the capital expenses. Then the fees (rightly so) and cash reserves to mitigate a cash call but not too much to dilute investor returns. Be careful if there is extra money raised to pay out investors in the beginning stages of the investment. I am not an attorney but I believe that may be a Ponzi scheme but is definitely not a best practice in borrowing from the future to pay investors out of. The cashflow should come from the income minus expenses generated.
  4. Where are LP’s in a capital stack? Sometimes there may be a preferred equity partner in the general partnership that is gaining better treatment before LPs. Something to be aware of and understand how profits flow to investors.
  5. Full write up here: Something odd has been happening in the real estate syndication industry over the past few years. There is a new breed of sponsors that call themselves “capital raisers”–many of whom are violating securities laws because they’re being paid transaction-based compensation, despite not having a broker-dealer license from FINRA. Capital raisers seem to be coming up with all kinds of creative “loopholes” around broker-dealer laws that just don’t hold up.Over the past few months, I’ve seen or heard about the following suspect practices
    • Capital raisers getting paid from acquisition or asset management fees
    • Deals with over a dozen individuals in the sponsor team
    • “Deferred equity structures” where a capital raiser is rewarded with a slice of the management or sponsor entity depending on how much is raised
    • Capital raisers claiming to be “part of the General Partnership” when they’re not mentioned anywhere in the PPM or Investor Summary/Deck
    • Investors being presented with the same deal from multiple different people claiming to be part of the SponsorIf you are considering any of the above, or considering bringing in a ‘capital raiser’ to be a part of the sponsor team, I recommend you reconsider.If you want to know more about why many capital raisers are raising funds illegally, I explain the legal basis in more detail in this article.


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