How small is too small to syndicate?

How small is too small to syndicate?

Investor · Avilla, IN · Member since 2013 · 796 posts · 769 votes

I’m looking at a strip center in the $500k range. I could sell a few of my duplexes and 1031 into it but I’ve considered just syndicating it to gain some experience on a small deal.

It’s a 100% occupied 12 cap deal with what seem to be solid local tenants. I’d raise around $200k, take a 2% acquisition fee and split the deal 70/30 with 70% going to the LP’s.

There’s some upside as the leases come up in 1-3 years but it’s mostly a cash flow play in my opinion.

Is this too small of a deal to syndicate even to do it to gain experience and build a track record with some LP’s.

I’ve got a lot of small multifamily experience but very limited commercial experience. I do have access to a local guy who’s done a lot of strips though and I feel like I could very easily raise the money for this.

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Rental Property Investor · Glen Rock, NJ · Member since 2015 · 3k+ posts · 2k+ votes
7y

@Brandon Hicks

I agree with @Greg Dickerson. If you're looking to gain syndications experience, then go for it. Speak with several securities attorneys to help you select the best one for what you're looking to achieve.

The deal is on the smaller side, but if your game plan to get the experience then go all in!

Feel free to PM me if you have any other questions. 

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  • Rental Property Investor · Johnson City TN · Member since 2016 · 386 posts · 271 votes
    7y

    @Brandon Hicks - For a deal that size it might be easier and more profitable to do it as a joint venture. The legal fees for syndication can run 15-20K, whereas a simple LLC might be 3-5k.

  • Investor · Avilla, IN · Member since 2013 · 796 posts · 769 votes
    7y

    @Greg Scully

    I want "passive" investors and everything I've read, seen and heard leads me to believe that JV'ing with the intent of using "silent" or "passive" investors is not a safe play.

  • Developer · Charlottesville, VA · Member since 2018 · 4k+ posts · 4k+ votes
    7y

    @Brandon Hicks you are correct. A passive investor in a deal does require compliance with securities laws. Read this article https://consumer.findlaw.com/securities-law/what-is-the-howey-test.html

    Most investors mistakenly believe that 1 passive investor is not a violation. 

    That being said you could get the paperwork done for a deal like that for $10k or less. 

    You could also seek private mortgage from your investor. Maybe offer 6-8%  interest only for a few years then refinance.

    Either way I suggest you talk with a securities attorney to determine the proper structure.

  • Rental Property Investor · Glen Rock, NJ · Member since 2015 · 3k+ posts · 2k+ votes
    7y

    @Brandon Hicks

    I agree with @Greg Dickerson. If you're looking to gain syndications experience, then go for it. Speak with several securities attorneys to help you select the best one for what you're looking to achieve.

    The deal is on the smaller side, but if your game plan to get the experience then go all in!

    Feel free to PM me if you have any other questions. 

  • Rental Property Investor · North Palm Beach, FL · Member since 2018 · 2k+ posts · 1k+ votes
    7y

    @Brandon Hicks

    Normally SEC attorneys suggest to syndicate if the raise is $500k+ (to rationalize the legal fees) however, this sounds like a great opportunity to get your first GP syndication under your belt!

  • Ronald RohdePro Member
    Attorney · Dallas, TX · Member since 2016 · 5k+ posts · 2k+ votes
    7y
    Originally posted by @Charles Carillo:

    @Brandon Hicks

    Normally SEC attorneys suggest to syndicate if the raise is $500k+ (to rationalize the legal fees) however, this sounds like a great opportunity to get your first GP syndication under your belt!

     Yeah, even that seems small to me unless the return is significantly higher. GP is fronting these costs with no assurance of payback. So up to GP how much they want to risk.

  • Real Estate Investor · York, PA · Member since 2018 · 118 posts · 58 votes
    7y

    I think it's already been said but the legal fees are likely the inflection point here, but if it allows you to "get started", then big picture wise I'd say go for it. 

  • Attorney and Real Estate Broker · Madison, WI · Member since 2016 · 265 posts · 100 votes
    7y

    Just run the numbers if you can make enough money on a $100k raise according to the analysis then the rules of thumb do not affect you.

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    7y

    from my point of view its not only the start up legal fee's but the expense and reporting that come along with syndicated deals.. and the personal RISK.. if the thing does not work.. 

    If U can do this yourself that would be the route I would take .. and since the raise is so small one investor that is a co manager in the LLC on the checking account and active.. with U would be a simple approach and it fills your experience bucket..

  • Rental Property Investor · Member since 2019 · 52 posts · 15 votes
    7y

    @Brandon Hicks - I know of several Syndicators that got started with deals in the range you are looking at! Increasing your own comfort level and building a track record with both investors and lending partners are critical pieces to the syndication business! Let me know if I can help/connect you with folks who got started doing their first syndication in the $500K range. 

    Best,
    Ameet Mehta 
    SyndicationPro

  • Rental Property Investor · Phoenix/Lima, Arizona/OH · Member since 2012 · 4k+ posts · 4k+ votes
    7y
    Originally posted by @Brandon Hicks:

    I’m looking at a strip center in the $500k range. I could sell a few of my duplexes and 1031 into it but I’ve considered just syndicating it to gain some experience on a small deal.

    It’s a 100% occupied 12 cap deal with what seem to be solid local tenants. I’d raise around $200k, take a 2% acquisition fee and split the deal 70/30 with 70% going to the LP’s.

    There’s some upside as the leases come up in 1-3 years but it’s mostly a cash flow play in my opinion.

    Is this too small of a deal to syndicate even to do it to gain experience and build a track record with some LP’s.

    I’ve got a lot of small multifamily experience but very limited commercial experience. I do have access to a local guy who’s done a lot of strips though and I feel like I could very easily raise the money for this.

     So, there are 2 issues. One - the debt. And the other is the cost.

    You need non-recourse financing for the LP's. The local banks you are used to dealing with are not likely to accommodate an LP structure. And institutional lenders won't take a small loan like this. 

    Also, you will pay @Jillian Sidoti about $15,000 - $20,000 to generate the docs. That's 3%-4% of the deal at $500,000. That's a very high burden on the deal and will be challenging on the COC.

    Finally, I am doing a $20MM deal with a $2.5MM renovation right now. I am rasing about $1.2MM in additional reserve capital. This is an apartment deal. In a strip mall, where the landlord often has to perfrom major renovations to accomodate tenants, and where units can often sit vacant for years, you would need to raise a disproportionatly high cushion so that you don't have to go to partners leter...

    I don't love syndication for this space.

  • Professional · Murrieta, CA · Member since 2013 · 405 posts · 458 votes
    7y

    Brandon, we can help you with that and it won't cost 15k. We do deals for anyone raising less than 1m. You can email me. Thanks, Ben for the shoutout!

  • Nashville, TN · Member since 2017 · 37 posts · 41 votes
    7y

    I partnered with a passive investor on a 2.5MM deal and we had our attorney set up a partnership agreement for like $600. It outlined the responsibilities for each person, the return structure, etc. 

  • Joel OwensBusiness Member
    Moderator
    Real Estate Broker · Canton, GA · Member since 2010 · 15k+ posts · 11k+ votes
    7y

    It depends on what you are trying to do. For retail repairs can be baked into the leases as a chargeable expense if they are set up properly.

    People do syndications all the time on retail.

    Personally for me I do really well transacting as a commercial buyers broker so the syndication side for me as a sponsor I have to get high upside on the back end. If it is just getting 50/50 cash flow split after pref return of 7 to 8 then on a small property it's peanuts for the sponsor. I have no interest on a small syndicate property getting 10k of cash flow split for dealing with PM for a year. Now if property was 10 million retail center stabilized and my cash flow split was a lot larger then it might make sense otherwise I want a large upside.

    Attorneys that do syndication papers the good ones I have seen charge a regular fee for the first one and once set up they RECYCLE the blue print papers for the next deals and cost is much, much cheaper.

  • Rental Property Investor · Tampa, FL · Member since 2015 · 1k+ posts · 969 votes
    7y

    As others have mentioned, the cost to put together a syndication will run into the tens of thousands of dollars. So, think of the costs as an extra down payment. If the upside is high enough, the cash-on-cash return might support the added costs. But my instincts are telling me that $500k is too small. Someone who isn't syndicating will be able to submit a higher offer price because their down payment is lower.

  • Specialist · Grand Rapids, MI · Member since 2016 · 1k+ posts · 611 votes
    7y

    Operating a deal under a syndication that small is pretty tough because you are not getting any economies of scale yet your investors likely will want the professionalism of a syndication.  You may be able to operate it at a 12 cap if you were to run it by yourself, but things you may not consider that your investors may want that you have to account for our quarterly reports on progress, a bookkeeper to keep track of finances and provide oversight and the ability to call you whenever they want.  You may not be used to this as you may do some of those things yourself but your return on time shrinks because that is one of the only ways you can leverage an investor to get in on a deal this small versus a more reputable syndication.  Then you also have to raise from multiple investors so each investor stays under 20% so they don't have to guarantee a recourse loan.  After all that you are stuck with what?, 30-50% of a deal that is going to take twice as much time to manage because you also have to answer to investors?  I'd stick with a bigger deal to syndicate on unless your only reason for doing this deal is experience as a GP.  I have JVed multiple times where the investor simply invested because they wanted to learn the inside out of investing so while I have complete control over decision per our business agreement, I still run decisions and the thought process by them. They feel included and I have never once had them not go with my recommendation.  At the same time I have set some strong roots down for future syndications down the road because they have seen the return and the power of investing passively. 

  • John FortesPro Member
    Multi-Family Syndicator · Abington, MA · Member since 2017 · 603 posts · 347 votes
    7y

    As everyone has provided excellent context for you, I'm curious what you decided to do... interested thread. 

  • Investor · Avilla, IN · Member since 2013 · 796 posts · 769 votes
    7y

    @John Fortes

    Nothing yet. I’m currently playing with my current portfolio of mostly small multifamily properties to increase cash flow. Sold some stuff to pay off debt and am working on a big refi. Once that is complete I’ll switch my focus back to this.

  • Investor · Avilla, IN · Member since 2013 · 796 posts · 769 votes
    7y

    @John Fortes

    I’ll post when I close something.

  • Real Estate Broker · Minneapolis, MN · Member since 2016 · 530 posts · 398 votes
    7y

    Agree with all of the above. Sometimes it would be best just to create a joint venture or partnership. Sounds like a cool deal you have in the works though.

  • Rental Property Investor · Fort Worth, TX · Member since 2019 · 35 posts · 30 votes
    7y

    How does syndication work with an even smaller amount than this? I'm trying to figure out how to pool family/friend money together to purchase inexpensive BRRRR properties. As in, less than $100,000 total capital invested. Is this not feasible? Do I just have to go with hard money, if I can't find one investor willing to cover the whole of the expenses?

    For example...
    ARV: $100,000
    Repairs: $20,000
    Purchase Price: $50,000

    I need to borrow money for purchase and repairs, so I need $70,000. I have friends and family who could contribute smaller amounts, such as $10,000 or $20,000 or $30,000. If I pool their money together, then I'm creating securities by default, right? So now, in addition to paying them interest, I also have to pay for SEC filings? It seems crazy to not be able to pool together money without incurring such a large cost. Am I missing something?

  • Attorney · Los Angeles, CA · Member since 2016 · 284 posts · 314 votes
    7y

    Pool them so that the transactional cost is spread throughout all the properties you purchase.

  • London · Member since 2019 · 722 posts · 386 votes
    7y
    Originally posted by @Taylor White:

    How does syndication work with an even smaller amount than this? I'm trying to figure out how to pool family/friend money together to purchase inexpensive BRRRR properties. As in, less than $100,000 total capital invested. Is this not feasible? Do I just have to go with hard money, if I can't find one investor willing to cover the whole of the expenses?

    For example...
    ARV: $100,000
    Repairs: $20,000
    Purchase Price: $50,000

    I need to borrow money for purchase and repairs, so I need $70,000. I have friends and family who could contribute smaller amounts, such as $10,000 or $20,000 or $30,000. If I pool their money together, then I'm creating securities by default, right? So now, in addition to paying them interest, I also have to pay for SEC filings? It seems crazy to not be able to pool together money without incurring such a large cost. Am I missing something?

    First, the regulatory costs (legal, SEC filing fee, etc) are not crazy.  There has been a lot of problems with pooled investments. The masses tend not to understand. They get ripped off by the shady operators. So, since the 1930s you have had to deal with the regulations.

    As Amy points out (remember - she is a securities lawyer so knows the topic), the way to deal with fixed costs (legal and SEC) is to spread them over multiple transactions. Rather than pool the funds for 1 deal, you pool the funds and then complete a series of deals. All the assumptions about a series of deals would need to be documented in the registration documents. If the crowd you are working with really are friends, they will form a view about what you are suggesting and make their decision. Strangers will want to see you do it a few times before committing. With friends you might have enough trust established.

    So, any time there is a 1-time, fixed cost, see if you can recover the costs over a series of transactions. 

    Sort of like buying a tool for a project where you know you can use it multiple times on future projects. The first project gets hit with the cash flow impact of the purchase.

  • Rental Property Investor · Fort Worth, TX · Member since 2019 · 35 posts · 30 votes
    7y

    Thanks for the replies,@John Corey and @Amy Wan! Spreading out this cost over several deals makes a lot of sense.

    So if I understand correctly, each person's loan agreement with me would be a security in this common enterprise... if I did 1 deal or even a few deals, then returned their investment with interest and then came back the next day and said I found another deal for us.... would that then require a brand new SEC filing? Once I return their investment is that the expiration of my right to use those funds under that SEC filing?

    Also, I'm sure the legal costs just depend on who you use, but is there a set cost for the SEC filing fee? I've heard people say the total cost could be anywhere from $5-20k. Is that about right?

  • London · Member since 2019 · 722 posts · 386 votes
    7y
    Originally posted by @Taylor White:

    Thanks for the replies,@John Corey and @Amy Wan! Spreading out this cost over several deals makes a lot of sense.

    So if I understand correctly, each person's loan agreement with me would be a security in this common enterprise... if I did 1 deal or even a few deals, then returned their investment with interest and then came back the next day and said I found another deal for us.... would that then require a brand new SEC filing? Once I return their investment is that the expiration of my right to use those funds under that SEC filing?

    Also, I'm sure the legal costs just depend on who you use, but is there a set cost for the SEC filing fee? I've heard people say the total cost could be anywhere from $5-20k. Is that about right?

    Taylor,

    You are getting very close to 'speak with a securities attorney so you get correct legal advice'. 

    If you and I agreed a loan, no profit share, no security or liens, etc., and no one else was involved, it could easily fall outside what the states and the SEC considers a security. While I would be earning interest, there is no joint venture where I am expecting to make a profit if you do the job you say you will do. 

    When you describe pooling the funds, then the term needs to be defined. If you create 10 independent loans with 1 lender per loan, maybe it is not pooling in a way the SEC would care about. If you were getting 10 people together to put in the money for 1 loan, then it could be pooling in a way that the SEC cares about. This is where a competent attorney will listen to what you want to do and then advise on the best strategy. You would be tapping into their expertise built up over years and their insurance coverage for providing advice.

    Some will say, oh, I will just arrange 10 separate loans. As a lender, I would want some protection. I would expect a lien. To provide 10 liens implies that someone gets a great position in the chain (the 1st lien) and someone gets a very questionable position (the lien in 10th). Assuming only 1 property.

    As you might want to just borrow enough for the down payment and misc costs, the institutional lender will not be happy with the other funds being borrowed. Hard money lenders will be generally OK with it and that is why they will charge higher rates than the institutional lenders who do not allow you to borrow the down payment.

    Advice on here is not really advice. It is more like background reading so you can get advice from a qualified professional. So you spend less time on dumb questions or not understanding the responses. Lawyers on here will not be able to directly advise online. They can make some broad statements. There are a number of do share and they offer some great suggestions, questions and ideas for further research. 

    When discussing a series of deals, you would be raising funds, through a legal and compliant process, where you do not seek approval from the investors for each deal. You bring in the money based on a concept and maybe an initial deal. You would retain the funds after the deal and move on to another deal. If you are telling the investors their money would be secured at all time, you need to have a way to deliver on that promise when switching between properties. I have created structures to do this before. I am not a lawyer and this is not advice. I am stating it is possible to design a solution. 

    There will be legal costs for the implies structure. Your estimate is about right. The key is to look at what you can afford if you could work through X deals, 1 after another. You also need to think about this longer term. What is the bigger picture. If you think you will be growing a business, then the start up costs might be high as a 1-off and still be fine as part of a business growth strategy.

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