Hello everyone! I am currently working on my second multi family deal and I am looking for private investors to raise cash for money down on a loan. I will also invest my own money. I am looking for a little help understanding how to present the deal to my investors and structure the payout. 1.What is the average ROI private investors look for today? Should it be a fix rate ? Or yield steps according to the NOI? 2. Is the loan responsibility will be my own if I am the syndicator ? Or it will be the responsibility of every one on the LLC? Thank you .

Will this be a security or a partnership? I'm assuming it will be a security since you mentioned you'll be a syndicator. If you don't have the experience, track record, and/or net worth I would recommend you take the deal and present it to an experienced syndicator who does (assuming it is a great opportunity). The experienced syndicator would ideally take a larger portion than yourself since they bring the above. 

Now to answer your questions.. 

1.ROI ranges from property to property and market to market. It is too broad of a question to answer without knowing specifics but generally most investors look for 8-12%/ year. Again, depends on if the property is a value add or yield play.

2. See #1. If you are doing a deep value add, you may look into getting a bridge loan which will most likely have higher interest rates (7% or higher). Ideally you'd want to refi into a fixed mortgage from there. 4-6% is a good fixed average.

3. Depends on your business plan. 

4/5. The syndicator takes on the loan. 

@Bar Goldstein   Good questions!

Here Is what I am seeing being offered by syndicators.

1.  8% preferred return to limited partner investors.  The LP receives an 8% return before the general partners receives any payout.  The promote structure is commonly 80 (LP) /20 (GP) or 70/30 depending on the deal/experience after the LP receives their pref.

2.  I would try to lock in a fixed rate with rates expected to move up in 2018.  Debt typically fixed with an interest only component (24-36mo) for a term of 7-10 years.

Best of luck in deal #2! RC

@Bar Goldstein this sounds like a securities offering so be sure to get the assistance of competent legal counsel that specializes in securities law. Doing it incorrectly can not only land you in court, it can land you in jail.  I don’t know about you, but I don’t look good in an orange jumpsuit.  Your lawyer will be sure you do it right and keep your freedom.

If you are going to invest money alongside your investors you are entitled to earn the same return on your cash that they earn on theirs. So when it’s said that the investors get 80% and you get 20%, if you contribute half of the cash you would get 20% + 40% (half of the “investor’s” 80%) = 60% and the other investors would get 40%, etc.  In other words, the investor portion is always split pro-rata and that includes your capital.

On to your questions:

1. In talking with the hundreds of investors that invest with me, I've learned that investor expectations are all over the map. There is no right answer here. Some care more about cash flow, some care more about growth. In either case, if you don't have an extensive track record your investors will perceive higher risk (rightfully so) and thus would likely expect a higher return, unless they are a good friend or relative. Or if the property is in a bad neighborhood they would likely expect a higher return, etc. But generally I've found that investors are looking for 7-10% cash on cash (which might mean 4% in year 1 but growing to double-digits by year 3 or 4) and 13-17% IRR net. I typically structure this as a waterfall where the investor gets 100% of the cash flow until reaching 8% (cumulative) and then there is a split over that starting at 70/30 or sometimes 80/20 until reaching a hurdle, such as 12%, then steps up to 60/40 until another hurdle such as 15% and then goes to 50/50. And of course there are many variations on that theme.

2.  The syndicator is typically expected to be the qualifying individual on the debt and be the guarantor, or in the case of non-recourse debt, the carve-out guarantor for the bad-boys.  Any investor contributing over 20-25% (depending on the lender) would likely also be required to either sign on the guarantee or carve-outs or at least go through underwriting and background and OFAC checks. 

@Bar Goldstein we set up our syndication's as a 70/30 spit with an 8% preferred return and we invest alongside the investors as well. ROI will depend on the deal and what you are trying to achieve. We are buying value add B and C class, so we are trying to achieve 17% IRR+ in a scenario we sell in 5 years and 10%+ cash on cash. We also take a 2% asset management fee on the gross rents and sponsor fee at the purchase.

For the loan responsibility it will be based on how you set it up, but if your investors are on the hook, I would expect you would need to give them 80-90%. In our deals the GP (my company) is on the hook for the loan and if we needed to have someone else sign to close the deal, which we haven't yet, we would get a loan sponsor. The loan sponsor could be one of your investors or someone that has no money in the deal. They usually get paid a fee at the closing (1-2%) and get some of the ownership (2-5%+). The LP's (our investors) are held harmless from lender action, lawsuits, etc. 

How long should a newbie work with a syndicator to be considered experienced to structure their own deal? 

@Alisha Decoteau long enough to build a well documented track record deep enough to attract investors, and to gain enough experience to be able to expertly execute the tremendous responsibility of being a steward of that capital.

Originally posted by @Brian Burke :

@Alisha Decoteau long enough to build a well documented track record deep enough to attract investors, and to gain enough experience to be able to expertly execute the tremendous responsibility of being a steward of that capital.

 To piggy back on Brian's advice, that could be 1 year or 10 years+. You want to have the knowledge, experience, track record and systems to be able to find, close and operate properties effectively. As Brian said, you have a tremendous responsibility of being a steward of other people's capital. Take your time and be sure that you are confident in your abilities. 

Totally understandable   @Todd Dexheimer    &  @Brian Burke A successful track record is extremely important especially when other people's capital is involved. One of the main reasons I dissolved a previous partnership. The person had some experience in REI but not with other peoples money and he wasn't taken calculated risk..... more like guesswork.

Thank You 

Originally posted by @Brian Burke :

@Bar Goldstein this sounds like a securities offering so be sure to get the assistance of competent legal counsel that specializes in securities law. Doing it incorrectly can not only land you in court, it can land you in jail.  I don’t know about you, but I don’t look good in an orange jumpsuit.  Your lawyer will be sure you do it right and keep your freedom.

If you are going to invest money alongside your investors you are entitled to earn the same return on your cash that they earn on theirs. So when it’s said that the investors get 80% and you get 20%, if you contribute half of the cash you would get 20% + 40% (half of the “investor’s” 80%) = 60% and the other investors would get 40%, etc.  In other words, the investor portion is always split pro-rata and that includes your capital.

On to your questions:

1. In talking with the hundreds of investors that invest with me, I've learned that investor expectations are all over the map. There is no right answer here. Some care more about cash flow, some care more about growth. In either case, if you don't have an extensive track record your investors will perceive higher risk (rightfully so) and thus would likely expect a higher return, unless they are a good friend or relative. Or if the property is in a bad neighborhood they would likely expect a higher return, etc. But generally I've found that investors are looking for 7-10% cash on cash (which might mean 4% in year 1 but growing to double-digits by year 3 or 4) and 13-17% IRR net. I typically structure this as a waterfall where the investor gets 100% of the cash flow until reaching 8% (cumulative) and then there is a split over that starting at 70/30 or sometimes 80/20 until reaching a hurdle, such as 12%, then steps up to 60/40 until another hurdle such as 15% and then goes to 50/50. And of course there are many variations on that theme.

2.  The syndicator is typically expected to be the qualifying individual on the debt and be the guarantor, or in the case of non-recourse debt, the carve-out guarantor for the bad-boys.  Any investor contributing over 20-25% (depending on the lender) would likely also be required to either sign on the guarantee or carve-outs or at least go through underwriting and background and OFAC checks. 

In regards to your waterfall structure, is the 12% hurdle related to the entire fund or specific project IRR? If it is the IRR, do you have to wait until the property is sold to calculate this number?

Also, if you promise a 8% pref annual return to investors and each year the funds pref return is 12%, who keeps the rest of the proceeds before the IRR waterfall comes into play, as before the property is sold? Thanks.

@Yaya Y. , Most of my offerings are single-asset syndications so the hurdle is specific to the project.  I do run some funds but those have a different waterfall split (no pref, straight splits without hurdles, etc).  However if you were running a typical multifamily fund with hurdles those rates would typically apply to the entire fund.

There are two different ways to calculate the hurdles: Cash-on-Cash and IRR. And for IRR there are many different ways to calculate (monthly or quarterly or annual compounding and geometric or arithmetic accruals) but for the purposes of this discussion we should just stick to CoC and IRR.

You don't need to wait until the sale to calculate hurdles in an IRR based waterfall. You accrue the pref and make distributions against the accrual. Once the accrued pref is paid current, any excess distributions are treated as a return of capital. So in this case, the investor gets 100% of the distributions until they receive all of their pref and all of their capital. This means that typically the sponsor gets nothing until the sale because most of the time the cash flow, and even some cash-out refinances along the way, never satisfies both the pref and return of capital. So from a technical standpoint you don't need to wait until the sale to calculate the hurdle, but from a practical standpoint it kind of works out that way.

A CoC based waterfall works differently. Here, you essentially multiply the outstanding capital by the pref and that's what you are accruing. Since it isn't IRR based you can calculate all of the hurdles at all points along the way and you don't have to return the capital from excess distributions. The sponsor can receive promote during the hold period once the hurdles are met.

@Brian Burke Thank you so much for the very detailed response. You answered my questions with your thorough examples... you definitely seem to have a good understanding of return hurdles. I am looking forward to reaching out to you should I have any questions.

Just to be clear, you mentioned that the sponsor gets nothing until the sale. Is that why Sponsors usually refinance the asset if they do not want to sell it? Does this prove to be an efficient strategy for cashing out your investors or in buying out their shares? An example of what I mean by this if one is a long term investor and wants to keep the asset through a refinance. Would you happen to have any experience with this scenario? Thanks again.

Originally posted by @Yaya Y. :

  Is that why Sponsors usually refinance the asset if they do not want to sell it? Does this prove to be an efficient strategy for cashing out your investors or in buying out their shares?

That's not the reason, and it doesn't work that way at all.  Sponsors usually refinance the asset to return capital to the investors.  This reduces the investors downside risk (because they have fewer dollars in the deal after the refinance) and increases their rate of return (for the same reason).  And it also allows the investor to provide capital to the sponsor's next syndicated deal without accessing their other cash. 

The only strategy for "cashing out investors" or "buying out their shares" would be for you to take your own cash to buy them out.  This could come from an investor that gets in a tight spot and needs the money (which is why you don't admit investors that can't afford to have the money tied up for the long haul) or it could come from a buyout strategy where you take control of the entire property.  In the first example, the price would generally be whatever the two of you agree to, and in this case you are doing them a favor.  In the second scenario, you typically get two or three appraisals and average them or take the middle one and that's the buyout price.  You aren't doing them a favor, you are using your own money, and you are paying full market value as measured at the time of the buyout (unless you like being sued).

The question about cashing out investors and keeping the property for yourself is a common question from aspiring syndicators.  But it's not an attractive model at all for the investors.  It's kind of like asking your friend to give you a ride to a party and when you get there you give him some money for gas and tell him to walk home,  and you keep his car.  Your friend wouldn't be happy with that, right?  Same goes here, your investors are contributing their hard-earned cash to fund your deal, and taking a big risk.  Then, once things are going great and the upside has been proven, you give them their money back plus a small return and you get to keep the property?  Raising money is hard enough, don't make it harder by limiting your investor's upside.  Instead, let them go the distance with you and they'll fund deal after deal and make you (and them) rich.  Remember, bulls make money, bears make money, hogs get slaughtered.

The sweet spot for multi-family investors in today's market seems to be 8% annualized cumulative preferred return from cash flow (calculated quarterly) before the syndicator takes their cut. Additionally, for multi-family deals, investors typically get a share of excess cash flow or equity on resale based on their "percentage interests". Investors like to see projected overall returns in the high teens to low 20% range, after applying the amount of equity they realize on sale; spreading it out over the years the property has been held; and adding it to the cash they received from operations. The percentage ownership you can carve out for yourself depends on the overall returns projected for the property, but typically ranges from 20-40%.

As for who signs on the loan - if you don't have strong enough financials to do it yourself, you will probably need a "sponsor" (or experienced syndicator) who can help you qualify, even for non-recourse loans. In exchange, you might offer them a piece of the syndicator's carve-out. It is not typical for every investor to be underwritten, unless you have a very small number of investors. 

In any case, if you are selling passive interests (where profits are not derived from the investor's own efforts) you are selling securities and will need to comply with securities laws, so be sure to seek advice from a syndication attorney prior to offering interests to investors. 

Looking at a deal that a friend put together for a 21 unit multifamily value add project in Texas and comparing it to the @Brian Burke example of typical cash flow/profit split between sponsor and investor.

In this deal, sponsor contributes 40% of the equity into the deal while investors contribute 60%.

The sponsor has already purchased the property using $200K of his own cash for the down payment and is raising investor capital of $300k to fund the improvements.

For 60% of the money, he is proposing 15% of the cash flow/profits to investors.

Using the examples above, in an 80/20 split the investors should be getting 48% of the profit split and even in a 70/30 scenario, seems like investors should be getting 42%.

Just want to make sure I'm not misunderstanding the metrics of the "typical" deal before getting back to him.

@Charles Landman 15% of the deal???  I don't see how he gets that funded.  The only way I see that working is if he is offering a promissory note with a personal guarantee and a healthy interest rate with monthly payments plus an equity kicker of 15%.

@Brian Burke no it is straight 15% share of whatever the project kicks off.  15% of the cashflows and then 15% of the ultimate profits from sale.

Specifically the numbers are:

Purchase price of property = $565K

$200k from the sponsor (Downpayment on the complex)

$365K bank loan (personally guaranteed by sponsor)

$300k from the investors (To fund repairs/upgrades)

So sponsor is in for 40% of the equity but realizing 85% of the cash flow/profits.

Needs work?

@Charles Landman , like Brian said, I'm not sure how he gets that funded, unless he's just raising from friends and family. I don't know of a sophisticated investor that would accept those terms. 

@Brian Burke

Hi Brian, 

Great explanations of Syndication waterfall above.  

We are structuring our deals:

8% cumulative pref, 80/20

12% cumulative pref, 70/30 

15% cumulative pref, 60/40

With the option to cash-out in year 3 for a early cash-out premium (no longer owner, plus increase in sponsor fee by at least one point)

or 

With option to cash-out year 5, maintain ownership

Do you split the equity at resale based on Investors initial capital amount, their perf at time of resale, or their split at time of resale?

Just curious

Thanks,

Nina

@Nina Grayson , based on their initial capital, which as a percentage of the whole should always remain constant assuming that all distributions are made pro-rata to all investors at the same time (which is what happens).  In most of our structures investors don't have the ability to take a larger distribution than their pro-rata share of whatever is being distributed to everyone at that time.

But you have me curious--if an investor has an option to cash out at year 3 or year 5, where does the cash come from if the project is a long-term hold?

Originally posted by @Brian Burke :

@Nina Grayson, based on their initial capital, which as a percentage of the whole should always remain constant assuming that all distributions are made pro-rata to all investors at the same time (which is what happens).  In most of our structures investors don't have the ability to take a larger distribution than their pro-rata share of whatever is being distributed to everyone at that time.

But you have me curious--if an investor has an option to cash out at year 3 or year 5, where does the cash come from if the project is a long-term hold?

Hi Brian, 

The cash-out distribution of equity in our deal structure is the same as what you have above.  

To your question:

The cash would come from either 1) the sponsor and other investors or 2) refinance or 3) both.  Ideally, Grayson & Gonzalez (our syndication co.) would buy out the exiting investor with a refinance or cash to claim a larger equity share.  But we would first give our investors the option to buy out the exiting investor, splitting it equally among all parties. However, yr 3 buy-out is only an option if the exiting investor has an emergent need to liquidate.  Yr 5 buy-out would be held long enough to realize (in a strong market) an attractive enough equity return to give all parties the opportunity to cash-out all or a portion of equity for new acquisitions.  Ideally, to have our partners invest with us again. 

Do banks typically require the sponsor to have a certain equity ownership in the deal? A partner and I are trying to do our first true syndicated deal and the lender wants us both to have at least 20% of the equity ownership meaning we need to each put down 20% of the total capital needed (this is a value-add rehab MF apartment). We plan on being in both the sponsor class and investment class running an 8% pref with clean 70/30 waterfall thereafter.

After recent inspections, we have modeled a more granular rehab budget that is increasing the amount of capital needed. In an ideal world, my partner and I would be putting 15% of the total cash needed into the deal and raising the rest from our limited investor base. Will I have challenges with this? Maybe it’s just this one lender, but will others have a similar 20% threshold?

Hopefully someone can help me understand. I have been seriously looking into participating with a syndication and I agree with all the percentages except the split. 
30-50% split of profits upon sale is crazy to me. It kills the returns when the property sells.
Am I looking into the wrong syndicators or just reading the wrong prospectus'?

I own a few dozen units on my own and the returns are quite a bit higher than what I am seeing as being advertised for those deals. Are these arrangements just structured for a different type of investor? 

@Jason W. the equity and cash flow splits are typically tailored to produce a target return for investors. The equity split at sale shouldn't kill the deal for the investors at all. Passive syndication investing is different from buying on your own because the syndicator has to get paid for their investment and their labor as well. When you buy properties on your own, you get to keep all of the return because you're the only one involved in the property.

Syndication investments are a better fit for the busy person who is looking to passively make a return

@Jason W. , Taylor nailed it. You can't compare active investment returns with completely passive investment returns.