Syndication/Opportunity Zone 506 (b) funding advice

Syndication/Opportunity Zone 506 (b) funding advice

Rental Property Investor · Spokane, WA · Member since 2017 · 13 posts · 2 votes

Experienced syndicators!

Our team is in the midst of finalizing our Opportunity Zone Fund based in SPOKANE, Wa. We are looking to raise $30M, with the total project being worth $80M ($50M leverage). We own the dirt, and we are at the final leg of legal and accounting (operating agreement, PPM, subscription agreement, etc...)

The property is in a prime location abutting the main city park, and over looking the river which cuts through downtown. An added bonus is that adjacent to our property, the city is in the process of building a state of the art 180,000 sqft. sportsplex. We really lucked out with the OZ location designation.

The project will be 2 towers. One will be a 6 story mixed use building with retail/office/apartments. The second and larger tower will consist of 6 floors of parking with office and hotel directly above. The tower will be comprised of 12 stories total.

My role will be investor relations- essentially seeking capital contributions from investors and managing those relationships as the asset matures.

After speaking with our legal counsel we have opted for Regulation D Rule 506 B. My question for the forum is- Since we cannot use general solicitation or advertising to market our fund, what are the most effective and creative way you have raised funds in this space?

Myself and our team has a respectable “Rolodex”; however, we have been told by legal that even friends or friends cannot invest in our fund since there isn’t a “preexisting substantive relationship”.

Is there a work around? How do you market? What do you say when asked about your project? Can someone that hears about the fund promote it to friends and family? Can that same person promote it during an interview?

Any insight would be greatly appreciated.

Thank you in advance!

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Rental Property Investor · Dallas, TX · Member since 2017 · 1k+ posts · 1k+ votes
7y
Originally posted by @Derek Raivio:

Experienced syndicators!

Our team is in the midst of finalizing our Opportunity Zone Fund based in SPOKANE, Wa. We are looking to raise $30M, with the total project being worth $80M ($50M leverage). We own the dirt, and we are at the final leg of legal and accounting (operating agreement, PPM, subscription agreement, etc...)

The property is in a prime location abutting the main city park, and over looking the river which cuts through downtown. An added bonus is that adjacent to our property, the city is in the process of building a state of the art 180,000 sqft. sportsplex. We really lucked out with the OZ location designation.

The project will be 2 towers. One will be a 6 story mixed use building with retail/office/apartments. The second and larger tower will consist of 6 floors of parking with office and hotel directly above. The tower will be comprised of 12 stories total.

My role will be investor relations- essentially seeking capital contributions from investors and managing those relationships as the asset matures.

After speaking with our legal counsel we have opted for Regulation D Rule 506 B. My question for the forum is- Since we cannot use general solicitation or advertising to market our fund, what are the most effective and creative way you have raised funds in this space?

Myself and our team has a respectable “Rolodex”; however, we have been told by legal that even friends or friends cannot invest in our fund since there isn’t a “preexisting substantive relationship”.

Is there a work around? How do you market? What do you say when asked about your project? Can someone that hears about the fund promote it to friends and family? Can that same person promote it during an interview?

Any insight would be greatly appreciated.

Thank you in advance!

Please, don't take this the wrong way but it doesn't seem like you are ready to raise $30M because these are very basic questions (not saying you shouldn't ask them). Raising $30M is a big commitment that only a few handful of syndicators in the country are able to do. Without a successful track record and extensive rolodex of people in this area, you will be swimming upstream. 

I am assuming that you are a junior analyst with a developer (and that they have a more extensive track record). If so, why not rely on their relationships within the broker-dealer community?

See this reply in the discussion

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  • Real Estate Consultant · Evergreen, CO · Member since 2018 · 1k+ posts · 738 votes
    7y

    We're doing the same except as a 506(C) for a 107 story luxury high rise in Denver. My company will be on the GP. I solidly believe in 506(C). 

  • Rental Property Investor · MD · Member since 2016 · 30 posts · 7 votes
    7y

    @Derek Raivio as mentioned above for the larger raises 506C would be more beneficial unless your network can raise that kind of capital. (Normally at that level they will be accredited anyway).

    Your SEC attorney will be able to help you decipher what establishes a “preexisting relationship”. I know Kim Lisa taylor has a new book out with some information on the legal side of syndications. I have not read it yet but some very respectable people have recommended it to me!

    There really isn’t a way around the “preexisting relationship” it’s just knowing what qualifies per SEC regulations.

  • Fort Washington, PA · Member since 2017 · 8 posts · 7 votes
    7y
    Originally posted by @Derek Raivio:

    @Matt Wills Thank you for your insight. Regarding a pre-existing substantive relationship, I have heard and been told that a general rule for syndicators can be 3 points of contact prior to introducing the investment opportunity. The first, he introduction (where you learn about each other and build some rapport). The second point of contact (discussing the potential investors financial situation and goals). Lastly, step 3 (have the potential investor complete the 'accredited/sophisticated investor form'. Finally, introduce them to the fund and what we are offering.

    Are these syndicators going about it wrong?

    And yes, we have a CRM in place!

    @Derek Raivio Sorry for not responding sooner. 

    The question of whether there is a substantive pre-existing relationship is vague. The SEC (deliberately) have not given detailed guidance in this area, deferring determination of this question to the courts. In my opinion, I substantive relationship is a relationship that has developed and strengthened over a period of time. To me, this would require multiple touch points, both in person and other on-going touch points such as calls and emails. 

    I like to compare developing a substantive relationship with an investor to dating. So the question to ask yourself is, are you confident you can develop (and demonstrate) a substantive relationship with someone from three meetings?

  • Real Estate Lender and Broker · Dallas, TX · Member since 2013 · 966 posts · 500 votes
    7y

    @Nate Marshall

    Where are you building a 107 story building in Denver?

    Mark

  • Real Estate Lender and Broker · Dallas, TX · Member since 2013 · 966 posts · 500 votes
    7y

    @Derek Raivio

    Are you being compensated for raising money for this deal?  If so, you need to have a securities license.  It seems like that is the case from your post above.  Will you have any primary responsibilities beside raising money?  I would be careful as the SEC or FINRA have substantial reach.

    Mark

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