Raising Capital For Value-Add Multifamily

Raising Capital For Value-Add Multifamily

Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes

Hello BP, I am currently looking at a value-add multifamily deal that is 13 units. I would be purchasing this in a syndication. Let's say I want to hypothetically spend about 7k/door on renovations to get my pops in rent. My question relates to the $91k (13 units x 7k) I need.

I have heard Rod Khleif and others mention that you should always raise the renovation money along with your initial equity raise. My two concerns with this are:

1. Because I'm raising this extra equity up front, my cash on cash returns are lower than I'd like in the early years even though my cap rate and project IRR are where I need them to be.

2. This is sort of dead money because I am now paying a pref return on this money even though it's not being put to work on a count of I can only renovate units as they turn over.

The other options are to renovate units with the property cash flow which seems like the wrong way to go about it - and that still doesn't alleviate the problem of property renovations eating into CoC returns though it solves the problem of "dead money".

The last solution I can think of is to raise the money year by year as you need it which presents other problems. The obvious being that, because this is a syndication, the members equity will constantly be changing and I'll have to keep amending operating agreements and such.

Can any experienced syndicators weigh in here and let me know how they approach this and if I am misguided in my analysis of this?

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Brian BurkePro Member
Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
7y

Generally you would raise the capital up front, and yes it does impact the CoC return slightly. This is pretty typical in value-add deals...not the strongest cash flow (sometimes none at all) in the first year and it ramps up from there.

Funding capX out of cash flow is just a bad idea because the cash flow in the early years is already compromised due to the lower rents and if you don't have the money to do the improvements you never get out of the rut.

There is another solution and that is to raise all the money in the beginning but don't call all of the capital at once.  As a simple example let's say you are raising $500K from 5 investors each investing $100K.  And let's say the capital improvements are $100K.  You would subscribe all $500K and call for $450K initially (to get you started) and when you are halfway through you call for the last $50K.  In this example each $100K investor would fund $90K at closing and $10K when you are ready for it.  No modification is needed to the operating agreement and as long as you are calling for capital pro-rata from the investors their ownership percentages stay the same relative to one another.

Having explained all that, if it were me I wouldn't do it.  I'd just raise it all up front and be done with it, and get your improvements done as fast as possible.  You should be able to do them all in a year or so.

See this reply in the discussion

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  • Brian BurkePro Member
    Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
    7y

    Generally you would raise the capital up front, and yes it does impact the CoC return slightly. This is pretty typical in value-add deals...not the strongest cash flow (sometimes none at all) in the first year and it ramps up from there.

    Funding capX out of cash flow is just a bad idea because the cash flow in the early years is already compromised due to the lower rents and if you don't have the money to do the improvements you never get out of the rut.

    There is another solution and that is to raise all the money in the beginning but don't call all of the capital at once.  As a simple example let's say you are raising $500K from 5 investors each investing $100K.  And let's say the capital improvements are $100K.  You would subscribe all $500K and call for $450K initially (to get you started) and when you are halfway through you call for the last $50K.  In this example each $100K investor would fund $90K at closing and $10K when you are ready for it.  No modification is needed to the operating agreement and as long as you are calling for capital pro-rata from the investors their ownership percentages stay the same relative to one another.

    Having explained all that, if it were me I wouldn't do it.  I'd just raise it all up front and be done with it, and get your improvements done as fast as possible.  You should be able to do them all in a year or so.

  • Rental Property Investor · Phoenixville, PA · Member since 2015 · 44 posts · 44 votes
    7y

    If you're getting recourse debt from a local commercial lender they often will allow you to roll rehab into the loan up to a certain % of appraised value. 75% LTC is fairly common for that size asset, assuming debt coverage is adequate. Talk to your lender. You'll have higher debt service, but need less equity raised, so you're CoC could be improved, especially upon stabilization, if the upside is great enough. Run both scenarios

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

    @Anthony Palmiotto 13 units is a fairly small property. Consider partnering up with someone (one or two people) that has the funds. Granted you're from NJ and your property could be a local one ( = more on the expensive side), but I would explore the alternatives prior to setting your course on syndicating this deal.

    Best!

  • Rental Property Investor · Phoenix/Lima, Arizona/OH · Member since 2012 · 4k+ posts · 4k+ votes
    7y

    I agree with all that @Brian Burke mentioned. I second not doing piecemeal capital calls. People's circumstances change and I'd hate for you to get caught up in that.

    Having said this, the elephant in the room on this is - why would you even think of syndicating $1.5M deal? The legal/procedural overhead of a private placement is too high for a small deal like that. Just handle it on the debt side.

  • Rental Property Investor · Dallas, TX · Member since 2017 · 1k+ posts · 1k+ votes
    7y

    @Anthony Palmiotto The property in question is too small for a syndication. The setup, legal and continuing compliance costs alone will eat into most, if not all, of your profits. 

    A standard partnership agreement should work fine especially because (my assumption here) that you won't have the 50+ investors typical in larger syndication deals. 

  • John CasmonPro Member
    Cincinnati, OH · Member since 2013 · 1k+ posts · 1k+ votes
    7y

    If you only need to raise 91k (let's call it 100k for ease), why not look and see if the lender would be willing to provide a construction loan for this amount? 

    As @Omar Khan and @Ben Leybovich stated, it's costly to do a true syndication for this amount. You may be better served trying to find partners to do a JV or raise the funds as debt. I know investors who simply raised the funds needed as debt with a promissory note, but you should talk to an attorney on the structure.

  • Developer · Philadelphia, PA · Member since 2015 · 2k+ posts · 904 votes
    7y

    @Anthony Palmiotto , what is the total purchase price and total Capex needed?

    Most likely the total rehab will be more than the $91k.

    Go to some local REIA meetings and meetups and see if people are interested in JV on this deal.

    Look into the Small Balance loan for $1 - $5mm. Its non-recourse and they will allow you to put some funds towards rehab.

  • CA · Member since 2012 · 71 posts · 18 votes
    7y

    @Omar Khan, @Ben Leybovich   For my own education, whats typically the cost to syndicate (Legal, PPM, setup, etc) a deal? Does this depend on the size of deal and number of investors or is it pretty fixed? 

  • Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes
    7y
    Originally posted by @Brian Burke:

    Generally you would raise the capital up front, and yes it does impact the CoC return slightly. This is pretty typical in value-add deals...not the strongest cash flow (sometimes none at all) in the first year and it ramps up from there.

    Funding capX out of cash flow is just a bad idea because the cash flow in the early years is already compromised due to the lower rents and if you don't have the money to do the improvements you never get out of the rut.

    There is another solution and that is to raise all the money in the beginning but don't call all of the capital at once.  As a simple example let's say you are raising $500K from 5 investors each investing $100K.  And let's say the capital improvements are $100K.  You would subscribe all $500K and call for $450K initially (to get you started) and when you are halfway through you call for the last $50K.  In this example each $100K investor would fund $90K at closing and $10K when you are ready for it.  No modification is needed to the operating agreement and as long as you are calling for capital pro-rata from the investors their ownership percentages stay the same relative to one another.

    Having explained all that, if it were me I wouldn't do it.  I'd just raise it all up front and be done with it, and get your improvements done as fast as possible.  You should be able to do them all in a year or so.

    Thank you so much for the response...you pretty much confirmed my assumptions. Much appreciated.

  • Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes
    7y
    Originally posted by @Alina Trigub:

    @Anthony Palmiotto 13 units is a fairly small property. Consider partnering up with someone (one or two people) that has the funds. Granted you're from NJ and your property could be a local one ( = more on the expensive side), but I would explore the alternatives prior to setting your course on syndicating this deal.

    Best!

     I misused the word syndication...I am looking this as a partnership.

  • Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes
    7y
    Originally posted by @Ben Leybovich:

    I agree with all that @Brian Burke mentioned. I second not doing piecemeal capital calls. People's circumstances change and I'd hate for you to get caught up in that.

    Having said this, the elephant in the room on this is - why would you even think of syndicating $1.5M deal? The legal/procedural overhead of a private placement is too high for a small deal like that. Just handle it on the debt side.

     Yes, I misused the word syndication. I would be buying this in a simple partnership.

  • Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes
    7y
    Originally posted by @John Casmon:

    If you only need to raise 91k (let's call it 100k for ease), why not look and see if the lender would be willing to provide a construction loan for this amount? 

    As @Omar Khan and @Ben Leybovich stated, it's costly to do a true syndication for this amount. You may be better served trying to find partners to do a JV or raise the funds as debt. I know investors who simply raised the funds needed as debt with a promissory note, but you should talk to an attorney on the structure.

     Having a lender finance the reno would be ideal, will definitely look into this, thanks. Is this something most community lenders would do?

  • Rental Property Investor · Dallas, TX · Member since 2017 · 1k+ posts · 1k+ votes
    7y
    Originally posted by @Simon C.:

    @Omar Khan, @Ben Leybovich   For my own education, whats typically the cost to syndicate (Legal, PPM, setup, etc) a deal? Does this depend on the size of deal and number of investors or is it pretty fixed? 

    Most costs are fixed. 

    - PPM: anywhere between $8-20K depending on the lawyer, deal and proposed structure (these are all in costs)

    - Legal: min. $5-10K

    - Accounting, etc is ongoing but add up to over $10-20K / year 

    The above are estimates. Can you get a cheaper lawyer? Sure. Do you want a cheaper lawyer? Doubtful.

  • Rental Property Investor · Glen Rock, NJ · Member since 2015 · 3k+ posts · 2k+ votes
    7y
    Anthony, then consider making it a debt offering or perhaps a combination of debt and some equity to make it a win-win for both sides.
    Best of luck!


    Originally posted by @Anthony Palmiotto:
    Originally posted by @Alina Trigub:

    @Anthony Palmiotto 13 units is a fairly small property. Consider partnering up with someone (one or two people) that has the funds. Granted you're from NJ and your property could be a local one ( = more on the expensive side), but I would explore the alternatives prior to setting your course on syndicating this deal.

    Best!

     I misused the word syndication...I am looking this as a partnership.

  • Rental Property Investor · St. Paul, MN · Member since 2016 · 3k+ posts · 3k+ votes
    7y

    Get a construction loan from a local bank. They will lend on 70-80% LTC or LTV, which ever is less. This will allow for greater cash on cash and less "dead money." The other option is to put the extra cash into a money market account. It will get only around 2%, but that is better than nothing.

  • Rental Property Investor · St. Paul, MN · Member since 2016 · 3k+ posts · 3k+ votes
    7y

    Get a construction loan from a local bank. They will lend on 70-80% LTC or LTV, which ever is less. This will allow for greater cash on cash and less "dead money." The other option is to put the extra cash into a money market account. It will get only around 2%, but that is better than nothing.

  • Rental Property Investor · Baltimore, MD · Member since 2014 · 408 posts · 209 votes
    7y

    @Ben Leybovich without giving legal advice, of course, can you offer some of the upside/equity to private lenders without getting into securities issues? Unless they're funding the whole acquisition, they'll never get first lien position over the big mortgagee.

    @Omar Khan and @John Casmon why would a partnership with limited partners not require the full syndicate work-up? In other words, if I'm bringing in equity partners, why wouldn't I always call it a standard partnership? Is it solely a matter of voting rights?

    Thank you!!!

  • Rental Property Investor · Lake Suzy, FL · Member since 2018 · 171 posts · 216 votes
    7y

    I just purchased a 20 unit property that needed extensive rehab...local bank funded the purchase and structured it as a construction loan based on "after repaired value". It's a 12 month loan and after stabilized I'll be seeking long term perm financing. All in all it was a pretty simple deal to put together, not real fast but it did finally close.

  • Accountant · Grand Rapids, MI · Member since 2018 · 28 posts · 7 votes
    7y
    @Anthony Palmiotto I’m an aspiring syndicator at this point (2019, here I come!), but that size of property is what I’m looking at for my first deal. That said, are the SEC attorney fees cost-prohibitive on something that small? It seems like they aren’t as you’re syndicating a deal that size, but maybe you get a discount? Thanks!
  • John CasmonPro Member
    Cincinnati, OH · Member since 2013 · 1k+ posts · 1k+ votes
    7y
    Originally posted by @Simcha Davidman:

    @Ben Leybovich without giving legal advice, of course, can you offer some of the upside/equity to private lenders without getting into securities issues? Unless they're funding the whole acquisition, they'll never get first lien position over the big mortgagee.

    @Omar Khan and @John Casmon why would a partnership with limited partners not require the full syndicate work-up? In other words, if I'm bringing in equity partners, why wouldn't I always call it a standard partnership? Is it solely a matter of voting rights?

    Thank you!!!

    They wouldn't be limited partners in this case. My understanding is that if they are truly passive it is considered a security. However, if you were to give them active roles in the business then you could do a partnership. However, this needs to be reasonable, like 2-3 people, not 20. With that said, this is the internet and I would advise you to connect with a knowledgeable attorney.

  • Hard Money Lender · Sea Girt, NJ · Member since 2012 · 125 posts · 37 votes
    7y
    Originally posted by @Brian Burke:

    Generally you would raise the capital up front, and yes it does impact the CoC return slightly. This is pretty typical in value-add deals...not the strongest cash flow (sometimes none at all) in the first year and it ramps up from there.

    Funding capX out of cash flow is just a bad idea because the cash flow in the early years is already compromised due to the lower rents and if you don't have the money to do the improvements you never get out of the rut.

    There is another solution and that is to raise all the money in the beginning but don't call all of the capital at once.  As a simple example let's say you are raising $500K from 5 investors each investing $100K.  And let's say the capital improvements are $100K.  You would subscribe all $500K and call for $450K initially (to get you started) and when you are halfway through you call for the last $50K.  In this example each $100K investor would fund $90K at closing and $10K when you are ready for it.  No modification is needed to the operating agreement and as long as you are calling for capital pro-rata from the investors their ownership percentages stay the same relative to one another.

    Having explained all that, if it were me I wouldn't do it.  I'd just raise it all up front and be done with it, and get your improvements done as fast as possible.  You should be able to do them all in a year or so.

    Brian, another question that comes up relates to your last sentence there. How would you manage renovating all apartments in a year when the building is occupied? I had just planned on being aggressive with rent increases and renovating apartments on turnover. In NJ, unless I have cause, a cannot refuse to offer a renewal to a tenant so just letting leases expire isn't really an option.

  • Rental Property Investor · St. Paul, MN · Member since 2016 · 3k+ posts · 3k+ votes
    7y
    Originally posted by @John Casmon:
    Originally posted by @Simcha Davidman:

    @Ben Leybovich without giving legal advice, of course, can you offer some of the upside/equity to private lenders without getting into securities issues? Unless they're funding the whole acquisition, they'll never get first lien position over the big mortgagee.

    @Omar Khan and @John Casmon why would a partnership with limited partners not require the full syndicate work-up? In other words, if I'm bringing in equity partners, why wouldn't I always call it a standard partnership? Is it solely a matter of voting rights?

    Thank you!!!

    They wouldn't be limited partners in this case. My understanding is that if they are truly passive it is considered a security. However, if you were to give them active roles in the business then you could do a partnership. However, this needs to be reasonable, like 2-3 people, not 20. With that said, this is the internet and I would advise you to connect with a knowledgeable attorney.

     John's spot on. Connect with an attorney. You can give others ownership in the property, but they have to have an active role, in order to avoid it being considered a security. It doesn't matter how many are involved or how they are related to you. The main consideration is if they are active voting members or completely passive. 

  • Rental Property Investor · Baltimore, MD · Member since 2014 · 408 posts · 209 votes
    7y
  • Rental Property Investor · San Antonio, TX · Member since 2016 · 87 posts · 31 votes
    7y

    @Anthony Palmiotto i agree with @Shawn Lowery, a local bank should be able to roll in the rehab costs into the loan which would help with you CoC issue.

    I have to agree that typically you just raise those funds upfront.

    Good Luck,

    Mauricio

  • Real Estate Investor/Syndicator · Orlando, FL · Member since 2014 · 109 posts · 22 votes
    7y

    If the investors you bring in are passive investors with no voting rights then it is considered a security and will have to do a PPM to avoid SEC issues.

    If it is a JV deal with the investors having voting rights, then no PPM is required.

    I would get a bridge loan that will fund the capex instead of raising it and lowering your CoC.

    Either way consult with an attorney and get a good mortgage broker. Good luck on  your deal!

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