Syndication Law & The Private Placement Memorandum Attorney

Moschetti Law Group - Syndication Attorneys

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Tilden Moschetti, Esq is a private placement memorandum attorney and a syndication lawyer. He has helped syndicators put together Regulation D offerings for their real estate syndications, business capital raises, and funding private equity firms.

Real Estate Cycles & Macroeconomics: Understanding Market Trends in Syndication

Real estate cycles and macroeconomic trends play a crucial role in the success of real estate syndications. Understanding these patterns can help syndicators and investors make informed decisions about market timing, capital raising, and deal structuring. To get started with your syndication or fund visit https://www.moschettilaw.comReal estate cycles and macroeconomic trends significantly impact the profitability and risk factors of real estate investments. For syndicators, fund managers, and r

Jan 31, • 10:02

Creating Multiple Syndications in a Year: Key Strategies for Success

Learn how to set ambitious goals, break them into manageable steps, and build the right team to achieve multiple syndications in a single year. Discover the importance of a clear investment strategy, consistent action, and maintaining a strong investor network. To get started with your syndication or fund visit https://www.moschettilaw.comCreating multiple syndications in a year may seem daunting, but with the right strategies and a focused approach, it’s entirely achievable. The process begins

Jan 7, • 5:37

Syndication Operating Agreements: Key Elements for Real Estate Syndicators and Fund Managers

A real estate syndication operating agreement defines the rules for how a syndication or investment fund will operate. Learn about the essential components needed to protect both investors and syndicators, and ensure smooth management of the investment.To get started with your syndication or fund visit https://www.moschettilaw.comAn operating agreement is one of the core legal documents used in real estate syndication or private investment funds. It lays out the specific rules and guidelines for

Aug 22, 2024 • 10:27

Real Estate Syndication Success: Expert Tips for New Syndicators

This video explores the key traits and strategies that successful syndicators utilize to excel in real estate syndication, fund management, and investor relations. Learn how to build confidence, grow your network, and ensure your investors' success. To get started with your syndication or fund visit https://www.moschettilaw.comBecoming a successful real estate syndicator requires a combination of strong leadership, networking skills, and a clear focus on investor success. The most successful syn

Aug 19, 2024 • 15:23

Preventing Check, Wire, & Crypto Fraud in Real Estate Syndications & Investment Funds

Learn essential strategies to prevent wire and cryptocurrency fraud in real estate syndications and investment funds, including key legal precautions. To get started with your syndication or fund, visit https://www.moschettilaw.comPreventing wire and cryptocurrency fraud is a critical concern for real estate syndicators, fund managers, and business leaders involved in private securities offerings. Understanding the risks and implementing safeguards is crucial to protect both your investments and

Aug 12, 2024 • 12:14

Structuring Joint Venture Agreements in Real Estate Syndications

Learn about the essential elements and best practices for structuring joint venture agreements in real estate syndications and investment funds. To get started with your syndication or fund visit https://www.moschettilaw.comJoint venture agreements are a cornerstone of successful real estate syndications and investment funds. These agreements outline the roles, responsibilities, and profit-sharing arrangements between parties involved in a syndication. Understanding the key components and best p

Aug 8, 2024 • 11:32

Securing Investors for Your Real Estate Syndication: Key Steps Explained

Learn the essential steps to secure investors for your real estate syndication, from obtaining soft commitments to finalizing investments. To get started with your syndication or fund visit https://www.moschettilaw.comSecuring investors for a real estate syndication or investment fund involves a series of strategic steps. Initially, it's crucial to obtain a soft commitment from potential investors. This isn't a formal agreement but an indication that the investor is likely to participate and how

Aug 5, 2024 • 9:07

Building an Effective Syndication or Investment Fund Team: Roles and Responsibilities

Your syndication or investment fund team should have defined roles and responsibilities to ensure smooth operations and investor satisfaction. Here are seven key roles and how they contribute to your overall success. To get started with your syndication or fund visit https://www.moschettilaw.com.Establishing clear roles and responsibilities within a syndication or investment fund team is essential for preventing misunderstandings and ensuring effective operations. Tilden Moschetti emphasizes the

Jul 24, 2024 • 13:25

Politics, Investment Funds, and Syndications: Staying Neutral Publicly in an Election Year

The importance of keeping political views private when dealing with investors in syndication. Maintaining neutrality can help build trust and prevent alienating potential investors. To get started with your syndication or fund visit https://www.moschettilaw.com.In the realm of real estate syndication, managing investor relations is paramount, and one's political views can inadvertently affect these relationships. Political discussions can be highly polarizing, and when engaging with potential in

Jul 22, 2024 • 8:06

How Do Investors Exit Syndications and Equity Funds?

As a potential sponsor for syndications and equity funds under Regulation D, it's crucial to understand how investors can exit your fund. This usually happens in one of three ways: redemption, sponsor buyout, or right of first refusal. Redemption is common in open-ended or cyclical funds, where investors can get their money back at defined periods. A sponsor buyout allows you to set aside a certain amount for redemptions each year. If more investors want to be redeemed than the fund allows, rede

Jun 26, 2024 • 6:01

4 Frequently Asked Questions About Accredited Investors

When it comes to accredited investors, there are frequently asked questions that need clarifying. An accredited investor generally meets either an income or wealth test. They make over $200,000 annually for the past two years or have $1 million of net wealth excluding their family home equity. Here are four common queries:1. If you're a syndication sponsor and not an accredited investor, can you still invest? The answer is yes. As a sponsor, you're considered an accredited investor under Rule 50

Jun 24, 2024 • 7:52

Interest Rates & Real Estate Syndications / Real Estate Funds: Capital Stacks, Swaps, & Valuations

Understanding the effects of high interest rates on real estate syndications or funds is crucial for any aspiring sponsor. High borrowing environment typically poses a challenge to cash flow and property appreciation, compressing the Internal Rate of Return (IRR) when the property is under debt. Simultaneously, high interest rates present attractive returns for investors in safer avenues, making it tough for riskier real estate deals to compete. The capital structure in such deals usually compri

Jun 3, 2024 • 11:33

Five Exit Strategies for Real Estate Syndications

Navigating your way out of a real estate syndication or equity fund investment requires proper planning and strategic execution. There are five primary exit strategies to consider, each with its unique benefits and potential drawbacks. The first and most common method is selling the asset outright and then distributing the proceeds according to the agreed-upon terms in the operating agreement. The second strategy involves refinancing the property to pull out equity and distribute that cash to in

May 31, 2024 • 10:23

Navigating Oversubscribed and Undersubscribed Syndications

In the world of equity syndications, you may encounter situations where your fund is either oversubscribed or undersubscribed. The good news is, both scenarios are manageable and can even offer unique benefits. If your fund is oversubscribed, it means you have the opportunity to raise more capital than initially planned. When drafting your Private Placement Memorandum (PPM) and Operating Agreement, always leave room for potential growth. However, such changes could be materially significant and,

May 29, 2024 • 6:08

LLCs vs. LPs in Syndication and Equity Funds: Navigating the Choices

If you're considering becoming a sponsor for a syndication or equity fund, you'll want to understand the differences between using a Limited Liability Company (LLC) or a Limited Partnership (LP) as your entity structure. Two decades ago, LPs were the norm, but today, most sponsors opt for LLCs. There are three main distinctions to consider: taxation, management, and liability protection. With an LLC, taxes are passed straight through to partners, while an LP treats general and limited partners d

Apr 18, 2024 • 9:11

Unlock the Power of Events to Raise Capital for Your Syndication Deal

Raising capital for your syndication deal or investment fund can be a challenging endeavor. But one effective strategy is to host an event. The key, however, is not to make the event about your offering. Instead, focus on providing value and addressing topics that would interest potential investors. For example, if your investors are tied to the real estate market, discuss the market trends, legislation changes, and other relevant issues. The goal is to make the event engaging and beneficial so

Apr 16, 2024 • 10:29

How I Became A Top Syndication Attorney

Embarking on a journey to become a Syndication Attorney is an intricate process. Tilden Moschetti, a seasoned Syndication Attorney, shares his transformative journey that began 25 years ago with a dream to develop real estate. Pursuing law was a pivotal decision that gave him a better understanding of the legal terrain of real estate development. Despite starting his career as a trial lawyer, he found his true calling in property-centric issues. After a decade of litigation, Moschetti ventured i

Mar 20, 2024 • 13:01

Mastering Your Pitch: A Guide for Regulation D Syndication Sponsors

Raising funds for a Regulation D security can be a nerve-wracking process, however, with the right approach and mindset, it can be manageable. Start with a thorough understanding of your offering. Familiarize yourself with all relevant marketing materials, operating agreements, and underwriting. Avoid looking unprepared; if you don't know something, admit it and promise to find the relevant information. The Founder Investment Theory (FIT) is your primary sales tool. It's your story and your reas

Mar 18, 2024 • 15:01

Understanding the Square Peg of Crypto in the Round Hole of Regulation D

Understanding the complexity of crypto offerings within the framework of Regulation D can be a challenging task. The Securities and Exchange Commission (SEC) offers exemptions to its rules, allowing you to raise unlimited funds from accredited investors and up to 35 non-accredited investors within a 90-day period. This exemption, known as Regulation D, provides a platform for private investments beneficial to the economy. However, it comes with certain restrictions intended to prevent an unregul

Jan 15, 2024 • 8:20

SEC Exemptions to Registration: A Syndication Attorney's Perspective

Venturing into the world of syndication can seem daunting, especially because it involves securities. This content provides an in-depth understanding of the exemptions to SEC registration exemptions, a crucial aspect for anyone considering becoming a syndicator. The focus here is on Regulation D, which is the most popular exemption rule, with 95-98% of private offerings falling under it. Learn about the two primary rules of Regulation D (Rule 506 B and Rule 506 C), how they differ, and their res

Jan 8, 2024 • 13:47

The Art of Investor Involvement in Reg D Syndications and Investment Funds

In the world of investment funds and syndications, the question of whether investors should have a voice in major decisions is a crucial one. This exploration into the topic provides a comprehensive look at why keeping your investors involved and informed is essential for success. Whether it's through a formal vote or just ensuring they have a say, making your investors feel valued and heard can lead to a more fruitful partnership. This discussion also covers practical aspects like when votes ar

Dec 22, 2023 • 16:58

Mastering Lease Analysis: A Guide for Real Estate Syndications

In the world of real estate investment, one crucial element often overlooked is the lease. This contract forms the backbone of any property-related transaction, defining the terms and conditions of use for the tenant and the responsibilities of the landlord. Understanding this document is vital for real estate syndicators and fund managers. This knowledge aids in efficient property management, strategic planning, and effective communication with investors.A lease analysis or lease abstracting ca

Dec 20, 2023 • 28:35

Real Estate Syndication for Dummies

Real estate syndication, a strategic approach for sponsors to lead investors to pool resources for property investments. This guide shows the path to successful syndication, be it an apartment syndication, a real estate fund, or a development. Learn about vital legal frameworks like Reg D, Rule 506(b), and Rule 506(c), which govern private placement exemptions and advertising freedoms in syndications. Understand the nuances of building investor relationships crucial for syndication success. Gras

Dec 18, 2023 • 44:06

The '2024 Will Blow Your Mind' Webinar For Syndicators And Investment Fund Managers

This webinar, "2024 will blow your mind," focuses on preparing real estate syndicators, developers, and investment fund managers for 2024. It covers adapting to economic conditions, including high-interest rates and market dynamics. The content emphasizes understanding macro forces, managing investments amidst changing rates, and leveraging technological advances. It also addresses the impact of geopolitical uncertainties and emphasizes sustainable, ESG-aligned investments. The webinar guides on

Dec 15, 2023 • 1:17:36

Real Estate Asset Management Part 4: Issue Analysis

Asset management is a critical discipline that requires your full attention. When donning this hat, your key objective is to make optimal decisions. This involves evaluating various analyses such as property, financial and market. With the insights gained, you then tackle the issues at hand, prioritizing projects and allocating budgets efficiently. This process enhances your success and yields better results for your investors.When you craft your property management or custody plan, it's necessa

Dec 13, 2023 • 14:15

Real Estate Asset Management Part 3: Market Analysis

As a top-tier syndication or equity fund sponsor, it's important that you understand how critical asset management is to your operations. You have to keep a constant eye on your properties, whether they're part of a portfolio or standalone assets. To make the best decisions for your investors, you need to be aware of what's happening with your properties and how the market is moving.In this context, market analysis becomes key to your operations. A good market analysis allows you to understand t

Dec 11, 2023 • 14:04

Real Estate Asset Management Part 2: Financial Analysis

Read more about real estate syndication - What Is Real Estate Syndication?: https://www.moschettilaw.com/what-is-real-estate-syndication/Read more about PPMs - What Is In A Private Placement Memorandum?: https://www.moschettilaw.com/private-placement-memorandum-attorney/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, as well as private equity firms. Our attorney, Tilden Moschetti, is determined to keep the firm’s ‘boutique’ size so

Dec 8, 2023 • 24:34

Real Estate Asset Management Part 1: Property Analysis

Understanding the basics of asset management in real estate syndication or investment funds involves a comprehensive look at property analysis. This includes assessing the physical aspects of a property, such as its dimensions, construction, layout, and the state of its various systems (HVAC, plumbing, elevators etc.). Also, you need to understand the management aspect of the property. This involves understanding the roles of the property manager, the communication plan, and the policies and pro

Dec 6, 2023 • 12:37

What Is A PPM? The Anatomy of a Private Placement Memorandum Explained

Discover the essentials of a Private Placement Memorandum (PPM), a vital tool in the investment world, especially for syndicators and fund managers. This comprehensive guide demystifies the PPM, a document crucial for both accredited and non-accredited investors, outlining key elements like investment terms, risks, and conflict of interest disclosures. Delve into the anatomy of a PPM, exploring its ten major components, each serving a distinct purpose in the investment process.1. Summary of Term

Dec 4, 2023 • 44:41

Behavioral Finance for Syndicators and Fund Managers Part 6: Emotional Biases - Status Quo, Over Confidence, and Regret Aversion

You're on a journey in behavioral economics, navigating the undercurrents that shape decision-making in the realm of syndication, fund management, and capital raising. You've already discovered three emotional biases that can sway your underwriting: loss aversion, endowment, and self-control. Now it's time to explore the final three: status quo, overconfidence, and regret aversion.The status quo bias resists change, often sticking to tried-and-tested methods, but it can hinder growth and adaptat

Dec 1, 2023 • 11:08

SEC and State Compliance Part 7: Staying Out of Trouble

Venturing into private offerings through Regulation D, Rule 506 B, or Rule 506 C? Here's a roadmap to keep you out of trouble and in compliance with SEC and state regulators. Start with a well-constructed private placement memorandum that informs investors about the offer, potential risks, and uses for the funds. Comply with syndication rules and avoid being too clever or ambiguous. Resist the temptation to pay finder's fees and ensure you file Form D and notify the states. Follow the golden rul

Nov 29, 2023 • 16:15

Behavioral Finance for Syndicators and Fund Managers Part 5: Emotional Biases - Loss Aversion, Endowment, and Self-control

Making wise investment decisions is a challenge, especially when behavioral economics come into play. There's a fascinating dance that happens between our emotional and cognitive biases, and understanding these can significantly impact your success. Today, let's focus on three key emotional biases that might be influencing your decisions more than you think: loss aversion, endowment bias, and illusion of self-control.Loss aversion is the irrational fixation on avoiding loss. It's like hoping for

Nov 27, 2023 • 13:45

Tackling the Challenge: Dealing with Difficult Investors in Your Reg D Rule 506b or 506c Offering

Navigating the complexities of dealing with difficult investors in your Regulation D offerings can seem daunting. But with the right approach, it doesn't have to be. When it comes to Rule 506(b) or 506(c) offerings, understanding your investors and their motivations is key. You genuinely care about your investors, seeing them as friends, family, and trusted partners. You want to do right by them, and that means managing their expectations and concerns effectively.Sometimes, investors may be dema

Nov 24, 2023 • 20:40

SEC and State Compliance Part 6: Finders in Reg D Capital Raising

When raising capital for your business or fund, compliance with the SEC and state law rules is paramount. It's vital to understand both the role and the regulations related to 'finders' - individuals who help you raise money. Although not all finder activities are illegal, it's easy to cross the line into an area that the SEC could deem a regulatory issue. There are 16 key criteria you need to be mindful of when using finders. These range from how the finder is paid (avoid performance-based pay

Nov 22, 2023 • 20:01

Behavioral Finance for Syndicators and Fund Managers Part 4: Cognitive Biases - Anchoring, Mental Accounting, and Availability

As a sponsor, understanding the internal economic forces that shape your decision-making is key to success in syndication and equity funds. This involves exploring cognitive behavioral elements that could impact your analysis and deals, potentially in negative ways. There are nine such forces, three of which we'll focus on here: anchoring, mental accounting, and availability.Anchoring is when you fixate on a specific outcome, like a set price or sales target, which can hinder your ability to mak

Nov 20, 2023 • 13:39

Unveiling the Role of a Sponsor after Closing a Syndication Deal

Understanding your role as a sponsor in the syndication process post-closing is crucial. It involves nurturing four key areas: investor communications, asset management, property management, and distributions. Investor communications are paramount, and should be consistent, clear, and informative. Asset management involves constantly seeking opportunities for value addition, while property management requires a comprehensive understanding of market and lease analysis, finance, and project decisi

Nov 17, 2023 • 47:17

SEC and State Compliance Part 5: Understanding Commingling for Syndication Sponsors

When working on ensuring your Regulation D offering is compliant with the SEC and state regulators, you're likely to encounter the concept of 'commingling'. As the name suggests, commingling refers to the act of mixing funds from different sources, something that's frowned upon by regulators such as the SEC and state regulators. Specifically, they're against the idea of using funds from one investment pool to fund another, even temporarily. Sure, it might seem like an easy solution when you're s

Nov 16, 2023 • 10:06

Behavioral Finance for Syndicators and Fund Managers Part 3: Cognitive Biases - Representativenes...

Ever wondered why we're drawn to certain investments even when logic suggests otherwise? This is largely due to cognitive biases that affect our decision-making processes. Today, we're exploring three more of these biases: representativeness, hindsight and framing. The first, representativeness, is the belief that past performance will always predict future results. But as any experienced investor knows, that's not always true. Market forces and unexpected events can drastically shift outcomes.

Nov 13, 2023 • 11:20

Funnels and Websites: Optimizing Online Mediums For Regulation D Syndications and Funds

Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, as well as private equity firms. Our attorney, Tilden Moschetti, is determined to keep the firm’s ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory churning out private placement memorandums or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.)

Nov 10, 2023 • 13:46

SEC and State Compliance Part 4: Why Puffery Shouldn't Be in Your Private Placement Memorandum

When you're creating private placement memorandums for your clients, have you ever wondered, "How much of what we're saying is mere puffery?" Puffery is a broad, optimistic statement made by someone raising funds. While it's not harmful in itself, the problem arises when it starts to cross the line into falsehood. For instance, saying "the Austin market is hot right now" is fine, but making specific claims about underperforming product lines can land you in hot water with the SEC. The key is to

Nov 8, 2023 • 11:41

Behavioral Finance for Syndicators and Fund Managers Part 2: Cognitive Biases - Conservatism...

In our quest to make sound investment decisions, our thinking can sometimes be clouded by cognitive biases. These biases, which are often unnoticed, can influence our decision-making process, leading to less than optimal outcomes. Let's explore three such biases: conservatism, confirmation, and control.Conservatism bias refers to our tendency to hold onto our initial beliefs even when new information suggests we should update them. We often ignore new data, preferring to stick with our original

Nov 6, 2023 • 12:36

Develop Your FIT: A Guide for Real Estate Syndicators and Real Estate Funds

Understanding the Founder Investment Theory (FIT) is essential for real estate syndicators and fund managers. FIT guides you on which properties to acquire, how to pitch deals to investors, and how to serve investors effectively. Real estate investments generate revenue through cashflow and appreciation, both of which can be optimized to maximize returns.There are four primary real estate investment strategies: Cashflow properties, Stabilized/Value-Add, Undervalued properties, and general Value-

Nov 3, 2023 • 54:57

SEC and State Compliance Part 3: Solicitation in Rule 506(b) Offerings

You understand the importance of doing the right thing. As you navigate the world of Regulation D Rule 506(b) offerings, it's vital to comprehend the pitfalls of improper solicitation. The goal is to protect non-accredited investors and provide a fair chance at success for everyone involved. When you're considering publicizing your investment opportunities, remember to adhere strictly to the rule: no solicitation. This means avoiding general advertisements and creating specific solicitations for

Nov 1, 2023 • 23:46

Behavioral Finance for Syndicators and Fund Managers Part 1: Cognitive Biases and Emotional Biases

Ever wondered why sometimes people make irrational financial decisions? Welcome to the world of behavioral finance, a concept that emerged in the 1990s. Traditionally, the world of finance was seen as a rational decision-making process, where individuals made calculated choices based on available information, leading to efficient markets. But then, anomalies started appearing. People were seen paying exorbitant prices for assets, or holding onto investments long after they should have sold them,

Oct 30, 2023 • 15:01

Understanding Property Acquisition and Business Fundraing Using Reg D, Plus a Discussion of Kickers

Discover how to finance your business and incentivize your investors with a comprehensive understanding of the financial structures and kickers. This content provides invaluable insights into the world of business financing, guiding you through the process of identifying a suitable property, acquiring it, and structuring the business around it. You'll learn about the benefits of creating an LLC to own the property, the importance of a good lease agreement, and the innovative concept of a percent

Oct 27, 2023 • 22:19

SEC and State Compliance Part 2: Improper Structures in Syndications and Funds

Part 2 of our series on staying in compliance and common probelms that regulators are keen to. The world of securities law can seem complex, but understanding key issues can help you stay in line with regulations. This content delves into the three common structures that can potentially lead to legal complications, namely improper structures, compensation of investors, and funds of funds. Improper structures often result from misunderstandings of joint ventures and can lead to severe consequence

Oct 25, 2023 • 36:43

The Practical Approach to Achieving Success in Real Estate Syndication

In the world of real estate syndication, setting actionable and achievable goals is vital to bridging the gap between where you are now and where you aspire to be. This informative content highlights a practical approach to goal setting that ensures you don't just dream about success, but actively work towards achieving it. Whether you're just starting out with zero properties or managing a trillion-dollar portfolio, it stresses the importance of knowing your current facts. From your current ass

Oct 23, 2023 • 13:36

Understanding the Levers of Financial Analysis in Real Estate Syndication

The key "levers" of real estate syndication and financial analysis. that can change the outcome for investors, and how these can be manipulated to ensure the best return possible. The focus is on cash flow and how it is calculated, highlighting the role of key factors such as assumptions, NOI (net operating income), metrics, and equity.Learn the importance of balancing facts and assumptions in financial forecasting, and the risks that can arise when those assumptions are inaccurate. The discussi

Oct 20, 2023 • 16:58

SEC and State Compliance Part 1: Staying on the Good Side of Regulators for Syndicators and Funds

In this 7 part series, understanding compliance is critical for Regulation D syndicators and fund managers. It can be a challenging task, especially when it comes to securities regulations with the SEC and state regulators. This content offers a comprehensive guide to the ins and outs of compliance for syndicators and fund managers. It provides a clear understanding of regulators' vital role in the investment industry. Far from being the 'bad guys', regulators serve as protectors against fraudst

Oct 18, 2023 • 21:33

5 Key Documents for Syndication or Fund Formation

Discover the paperwork needed when setting up a syndication or fund. Learn about the five key documents that play an essential role in the formation of your entity. Understand the importance of the Certificate of Formation or Articles of Formation, which serves as the birth certificate of your entity. This document is crucial in notifying the state of the formation of your entity and provides them with the necessary contact information.The Operating Agreement, often extensive and filled with leg

Oct 16, 2023 • 12:25

Syndicators and Fund Managers Predict the Future: Understanding Real Estate Cycles

Navigating the world of real estate investment, particularly in the realm of syndication, requires a keen understanding of market cycles. This knowledge allows you to predict and prepare for future opportunities and risks. The market cycle comprises four distinct phases: recovery, expansion, hyper supply, and recession. Each phase has unique characteristics that affect property values, rent levels, and construction activities.The recovery phase sees stability and gradual growth, leading to an ex

Oct 13, 2023 • 31:03

Building a Strong Real Estate Syndication Team

Learn about the vital aspects of building a strong real estate syndication team and bringing your business to new heights. This content delves into the roles and responsibilities within a syndication team, discussing the significance of the captain, or the decision-maker, and their influence on the internal identity of the team. You will understand the importance of establishing clear decision-making processes within your team to avoid ambiguity, ensuring everyone is on the same page. The discus

Oct 11, 2023 • 11:40

Who Can Fundraise for Regulation D Rule 506b or 506c Offers?

Looking to understand who can do the fundraising for a Regulation D Rule 506b or 506c offer? This content offers a comprehensive understanding of the legalities and strategies involved, providing you with the knowledge to navigate the fundraising process successfully, while ensuring your actions are in line with the law. From determining who can fundraise, the role of broker-dealers, to the legalities of paying commissions and bonuses, this content covers it all. Whether you're a sponsor, an inv

Oct 9, 2023 • 13:05

Where to Buy For Your Real Estate Syndication or Fund: Your Guide to Finding Assets

Starting a successful real estate syndication fund requires focusing on two key roles - finding investors and identifying viable assets. By utilizing market analysis and demographics, you can identify the most promising markets to invest in across the country. Tools like demographic Pro and income profile give a deep dive into the population growth, household income, and other crucial data for potential markets. This data can guide your investment decisions and provide a solid basis for discussi

Oct 6, 2023 • 39:13

The Essential Guide to Structuring Your Real Estate Syndication

Ever wondered how to properly structure your syndication or fund? The foundation lies in understanding the difference between member managed and manager managed LLCs. Member managed LLCs can be challenging to handle as control is divided among investors. On the other hand, manager managed LLCs offer more control and protection. Creating an LLC for each property you invest in provides a shield against lawsuits, protecting your other investments and personal assets. For larger projects, consider f

Oct 4, 2023 • 19:35

Understanding Fees and Splits: The Backbone of Your Syndication or Fund

When you're setting up a syndication or a fund, it's helpful to understand the various fees and split structures that can help you earn for the work you're doing. Fees are like your pay, they should reflect the work and effort you put into managing the assets, dealing with investor relations, accounting, and market analysis. Typical fees include asset management fees, development supervision fees, property management fees, acquisition or disposition fees, and real estate agent fees.Split structu

Oct 2, 2023 • 14:39

How To Find Investors For Your Regulation D Syndication / Fund Offline

Finding good investment opportunities is crucial for fund sponsors. But attracting investors is equally important. Start with your inner circle of family and close friends. They already know and trust you. Past clients who you did right by are another option. Educate and add value to build relationships. Ask how you can help - don't just talk about yourself. And always show appreciation for referrals.Your "fishermen" can spread the word and refer new investors. Identify professional advisors who

Sep 29, 2023 • 1:02:39

Choosing the Right Entity Type for Your Regulation D Syndication or Fund

Understanding the type of entity for your investment syndication or fund is critical. The choices range from LLCs and partnerships to corporations and sole proprietors. Each entity type has its unique implications, from the number of owners they can accommodate to the level of asset protection they offer.DBAs, or Doing Business As, are the simplest type, typically filed with your local municipality. They are ideal for sole proprietors and partnerships but lack any form of asset protection. Partn

Sep 27, 2023 • 20:37

What Happens When an Investor Wants to Exit Early in Your Reg D Syndication Or Fund?

Running a syndication or fund can be a tricky process, especially when an investor wants to withdraw their money before the conclusion of the venture. This scenario can occur due to various reasons, such as a life event or as part of a redemption. It's crucial to understand how these situations are managed and what legal implications they might have.The Securities and Exchange Commission (SEC) places restrictions on resale to prevent investors from creating a market themselves. However, investor

Sep 25, 2023 • 5:31

How to Evaluate a Real Estate Syndication Deal: The Four Steps to Mastering Financial Analysis

As a real estate syndicator or fund manager, financial analysis is the backbone of your success. A structured process helps in building a solid foundation. There are four steps in this financial analysis workflow. Firstly, we start with basic facts and assumptions about the property. This includes information like rent roll and operating expenses. As the analysis progresses, these assumptions become more detailed. Secondly, we determine the Net Operating Income (NOI) and the potential value of t

Sep 22, 2023 • 48:29

How to Handle Capital Calls in a Reg D Syndication: Making the Best of a Tough Situation

Imagine the discomfort of reaching out to your investors, your friends and family, asking for more money to keep things afloat. It's a scenario you'd want to avoid, but sometimes, it's inevitable. It could be due to unexpected expenses like a lawsuit, deferred maintenance, or an unforeseen event not covered by insurance.There are two common ways to handle this. One is treating it like a loan. You ask your investors for an additional sum, say $500,000, and promise to repay them with an agreed-upo

Sep 20, 2023 • 5:47

How to Start a Real Estate Fund: A Step-by-Step Guide Using Reg D, 506b, and 506c

Dive into the exciting world of Real Estate Funds and discover the step-by-step process of how to start one. Learn about the critical role of syndication, the constant pursuit of deals and investors, and the importance of underwriting. Gain insights into the paperwork involved, from the PPM (Private Placement Memorandum) that describes the investment and its risks, to the operating agreement that outlines the rules for the LLC. Understand the significance of the subscription agreement and the pr

Sep 18, 2023 • 10:37

Mastering Financial Analysis: A Key Skill for Reg D Syndicators and Fund Managers

Understanding the essence of financial analysis and underwriting is crucial for you as a syndicator or fund manager. It requires the ability to evaluate businesses, projects, budgets, and other finance-related transactions to determine their performance and suitability. More than just evaluating, it requires the art of underwriting - providing financial support or guarantee for your projects.In this process, a snapshot in time of the property is taken, analyzing its facts and assumptions. The fa

Sep 15, 2023 • 29:27

Raising Money From Friends And Family: Unlocking the Legalities of Raising Funds

You've got a dream, a business or real estate venture, and you're considering raising funds from your circle of friends and family. It's a common way to get started, but it's crucial to understand the legalities involved.When raising money, it's not as simple as taking a loan. You're dealing with securities and need to comply with specific rules. There are two main ways people typically raise funds. The first is through a debt agreement, where you promise to return the money borrowed plus an agr

Sep 13, 2023 • 7:31

Are You Creating a Security? The Howey Test Knows: A Look At SEC vs. Howey

Imagine going back in time to the 1930s and 40s, when a company called Howey bought acres of land, divided it into strips and sold them to tourists. Each strip of land had 48 orange trees, and Howey would then lease the land back from the new owners to farm the oranges. It all seemed like a simple transaction, but the SEC disagreed, arguing this was a security and needed to be registered or exempted. This led to the landmark case of SEC vs. Howey, which established the "Howey Test" used today to

Sep 11, 2023 • 14:39

Deconstructing a Reg D Real Estate Syndication Deal A-to-Z: Part 2

Discover the intricacies of real estate syndication deals, where multiple investors pool resources to purchase properties beyond their individual means. This deep dive explores the structure of syndication deals, covering topics like property underwriting, calculating net operating income, and understanding the difference between above the line and below the line expenses. Learn how to assess property values, calculate potential income and expenses, and determine the viability of a deal. Underst

Sep 8, 2023 • 52:38

Regulation D Waterfalls 101: Understanding Investment Distribution

Unlock the complexities of waterfalls in investment syndications and funds! In this detailed breakdown, you'll understand how the process works from start to finish. First, delve into the concept of a capital event - the sale of an asset, such as a piece of real estate. Discover the journey of the money as it hits the investment pool, covering expenses like loans and management fees, before you even start to think about returns. Then, unravel the intricacies of net proceeds, preferred returns, a

Sep 6, 2023 • 12:02

Choosing Between Regulation D Rule 506b and 506c for Your Syndication

Ever wondered about the difference between Regulation D Rule 506b and Rule 506c offers? This piece delves into the key distinctions and how to choose between the two. Both rules allow for raising unlimited funds from an unlimited number of accredited investors. However, the key difference lies in the allowance of non-accredited investors and the ability to advertise. Rule 506b allows for a maximum of 35 non-accredited investors in any 90-day period, while Rule 506c does not permit any non-accred

Sep 4, 2023 • 5:06

Deconstructing a Reg D Real Estate Syndication Deal A-to-Z: Part 1

Get an inside look at the process of closing a real estate deal from start to finish. Understand the concept of ‘Deal Deconstruction' where we delve deep into every aspect from choosing the right deal to finally getting it funded. This discussion also demystifies 'Founder Investment Theory' and how it impacts your decision-making process when looking for properties. Learn to identify properties that align with your risk tolerance and investment strategy, and discover the importance of understand

Sep 4, 2023 • 1:00:27

10 Essential Tips to Secure Investment from Family Offices for Your Reg D Offering

Unlock the power of family offices for your investment opportunity with these 10 crucial tips. Learn how to establish trust, communicate your long-term vision, and align your values with those of potential investors. Discover how offering direct communication, a clear exit strategy, and portfolio diversification can make your project more appealing to family offices. Unearth the importance of educating your investors, showcasing your track record, and personalizing your pitch. Lastly, explore ho

Aug 30, 2023 • 9:21

The 'Syndication LLC' Disaster: Consequences of Bad Advice

Are you familiar with the concept of the 'Syndication LLC' in real estate? If you are, it's time to debunk a critical myth surrounding it. It's not just an avenue for potential SEC violations and legal penalties, but it's also a misconstrued concept that can lead you down the wrong path. Learn about the true nature of this entity, the common misconceptions, and how to avoid pitfalls that could result in severe consequences.The 'Syndication LLC', as it's often described, involves buying a piece o

Aug 28, 2023 • 7:12

What Is Equity Dilution In A Regulation D Syndication Or Fund Offering?

Equity dilution: a term that sends chills down the spines of investors and fund managers alike. This topic, often shrouded in mystery, is laid bare, explained in simple terms for beginners and seasoned professionals. Explore what dilution means in the context of private equity, syndications, and equity funds. Uncover why it can be detrimental, causing investors to lose faith and spark uncomfortable conversations. However, dilution isn't always the villain. There are scenarios where dilution is w

Aug 25, 2023 • 10:07

Understanding Net Asset Value: A Key Investment Tool For Private Equity Fund Managers And REITS

In the complex world of open-ended private equity valuation, understanding the concept of Net Asset Value (NAV) is critical for making informed decisions. NAV is a key metric used to determine the value of an open-ended fund's assets at any given point. By taking the total assets, subtracting the liabilities, and dividing by the number of outstanding shares, NAV provides a per-unit value. This is crucial in ensuring a fair investment process, regardless of when an investor enters the fund. It's

Aug 23, 2023 • 14:33

Demystifying Open-Ended and Closed-Ended Funds In Reg D Private Equity

Welcome to the fascinating world of financial investments as we demystify the differences between open-ended and closed-ended funds. Whether you're a seasoned investor or a novice, understanding these concepts is crucial. Open-ended funds, like mutual funds, offer flexibility, allowing investors to enter and exit at different times, providing liquidity. They focus primarily on cash flow, with more frequent payouts and a stable investment environment. On the other hand, closed-ended funds follow

Aug 21, 2023 • 8:59

An Innovative Example Of A Syndication Investment Strategy: F.I.T. In Action

Discover an innovative and compelling investment opportunity in the alternative investment space: Masterworks. This emerging avenue marries the world of art appreciation with investment, offering a unique strategy that focuses on pure appreciation rather than cash flow. What makes Masterworks particularly appealing is the opportunity to own a piece of some of the world's most revered masterpieces, from artists like Banksy and Andy Warhol to Claude Monet. The concept is simple: invest in a piece

Aug 18, 2023 • 7:17

Regulation D Syndication Investment Strategies: Direct Investment, Specified Pools, and Blind Pools

Dive into the realm of Direct Investment, Specified Pools, and Blind Pools, three distinct investment strategies that can shape your financial future. If you've ever wondered how to wisely utilize the funds you've raised for investment, this discussion sheds light on the path ahead. Discover the simplicity of direct investment, where raised capital is utilized to acquire a specific property or business. Learn about specified pools, a strategy in which funds are raised to purchase a collection of

Aug 16, 2023 • 5:01

Cash Flow vs. Appreciation: Understanding Reg D Syndication Investor Types

In the investment world, two primary types of investors emerge – those who focus on cash flow and those who prioritize appreciation. Understanding these two types of investors is crucial for anyone looking to make sound investment choices or raise capital for their ventures. This content delves into how these two types of investors differ in their goals and strategies.For cash flow investors, the main goal is to receive a regular income from their investments. They might be retirees who rely on

Aug 14, 2023 • 6:11

Choosing Between Regulation D and Regulation CF: An Attorney's / Syndicator's Analysis

Dive into the intriguing world of securities offerings! Learn about the key differences between Regulation D and Regulation CF, two major exemptions from registration under the Securities Act. Explore the pros and cons of each regulation and how each one impacts securities offerings. Discover how Regulation D, the undisputed champion with 4.6 times more private exempt securities offerings, allows you to raise an unlimited amount of money from an unlimited number of accredited investors. You can

Aug 11, 2023 • 7:42

How To Find Investors For A Regulation D Offering Without Using A Broker-Dealer

In the process of launching a Regulation D offering, particularly a 506 C offering, there are several key steps to consider. Firstly, it is essential to establish a founder investment theory, a combination of strategy, philosophy, risk tolerance, and a compelling story to attract investors. The strategy outlines the approach taken to secure the funding and what makes the investment stand out. The philosophy includes the asset classes and location, explaining why they are appealing. Risk toleranc

Aug 9, 2023 • 11:04

The Difference Between REITs and Real Estate Funds & Syndications

Real estate investment trusts (REITs) and real estate funds or syndications are two investment options in the real estate market but they function quite differently. REITs accumulate properties and pay out 90% of their income from rents as dividends to their investors. They can either be private or public; public REITs are traded on the stock exchange and are thus highly liquid. Private REITs, while less liquid, have mechanisms to make it easier for investors to sell their positions at regular i

Aug 7, 2023 • 7:45

Securities vs Joint Ventures: Know the Critical Differences or Risk the Consequences

It is critical to understand the difference between a security and a joint venture, particularly in the context of a project. A security, as defined by the SEC vs Howey case, is an offering or a collection of money with the aim of generating more funds and relying on a third person's services to do so. This is typical in real estate syndications, where investors adopt a passive role while the organizer manages the assets and makes executive decisions. On the contrary, a joint venture involves pa

Aug 4, 2023 • 5:31

How to Ensure Your Reg D Syndication Offering is Marketable and Legal

There are two crucial aspects required for successful security offerings such as real estate syndications, private equity funds, and crypto mines - marketability and legality. Marketability is the assurance that the offering is desirable and that people would want to invest. Six steps are suggested to ensure marketability: conducting a market analysis, evaluating the property or business, carrying out a financial analysis, conducting due diligence, assessing the risk involved, and querying poten

Aug 2, 2023 • 9:16

How Long Does It Take to Raise Money for a Reg D Syndication?

The process of raising money for a syndication varies greatly and depends on a multitude of variables. It can range from an extremely short period, like a few hours, to a much longer duration such as six months. This variability is influenced by factors such as the size of one's network and the effort they're willing to put in. A large network of wealthy individuals can expedite the fundraising process, as these individuals are likely to invest due to existing trust and relationships. On the oth

Jul 31, 2023 • 6:53

Eight Steps to a Successful Real Estate Syndication

A very high level view, as an eight-step process, of a real estate development syndication project. The first step involves identifying a suitable property and creating a compelling business plan to attract potential investors. The business plan should include a detailed cost analysis and a clear vision of the development project. The second step is assembling a team of competent individuals whose skills and experience will contribute to the project's success. The third step is finding investors

Jul 28, 2023 • 9:15

5 Mistakes Rookie Regulation D Syndicators Make

Think about the advantage to know ahead of time the common pitfalls that newcomers to syndication or private equity fund management often encounter, and provides practical advice on how to avoid them to facilitate a smoother transition towards success. Five key points are highlighted. Firstly, the importance of building a book of investors and allied professionals is discussed. This network is crucial for gaining insights, support, and potential investment opportunities. Secondly, the necessity

Jul 26, 2023 • 9:14

Spot The Winners: Navigating Financial Analysis in Real Estate Syndication (Webinar Replay)

(Webinar Replay from Syndication Attorney Tilden Moschetti). The concept of real estate syndication, when efficiently executed, can significantly increase profits. To succeed, syndicators need a deep understanding of investor preferences, comprehensive financial analysis, and effective syndication management. Key financial considerations involve Internal Rate of Return (IRR), multiples, preferred returns, rents, operating expenses, property taxes, and fair market value. Syndicators must also und

Jul 24, 2023 • 58:41

How Capital Accounts Work in Syndications

A capital account, as discussed, is a term often used in private equity funds documentation or syndications. It refers to a pool of money set aside or segregated for a specific purpose or person, particularly in the context of accounting, not banking. In the context of an investment, each investor has a capital account which reflects their initial contribution. This value can increase or decrease based on distributions, taxable income, and losses. For example, if an investor contributes $100,000

Jul 21, 2023 • 4:58

Why You Need a Private Placement Memorandum (PPM)

A Private Placement Memorandum (PPM) is a vital document in the investment process, detailing the investment itself, the associated risks, conflicts of interest, and how the funds will be used. While it is not a marketing tool, it is comparable to the comprehensive information booklet provided when opening a new bank account. Despite many investors not reading the PPM, it serves a crucial role in investor protection and legal compliance.PPMs are mandatory for Regulation D rule 506 B offerings, p

Jul 19, 2023 • 9:31

The Art of Keeping Investors Happy: Effective Communication for Syndicators and Fund Managers

Communication is critical in keeping investors happy in syndication and private equity funds. It stresses that transparency through regular updates about both the success and challenges faced by the syndication can build trust. The discussion provides eight tips for effective investor communication.Firstly, the importance of presenting both positive and negative aspects of the syndication in a balanced manner is highlighted. Regular updates and maintaining open communication channels are recomme

Jul 17, 2023 • 5:54

Strategies for Managing Multiple Reg D Offerings: A Guide to Fundraising

The topic discussed revolves around the organization and management of multiple projects, particularly in the context of raising funds for them. The discussion explores different scenarios where an individual or a company has four distinct projects, each requiring financial backing. The speaker provides an in-depth analysis of different strategies for raising funds, either by consolidating all projects under one umbrella or by treating each project as a separate entity. The speaker also introduc

Jul 14, 2023 • 11:54

Understanding Real Estate Syndication Through a Practical Example

A real estate syndication is a process where several investors pool their resources to invest in properties and projects much larger than they could afford individually. In this process, the syndicator, or lead investor, identifies a profitable real estate opportunity, and then raises capital from other investors to acquire the property. One example of a real estate syndication involved the purchase of a medical office property. The syndicator identified a developed property with a tenant lease

Jul 12, 2023 • 7:48

The Art of Getting Investors' Commitment: A Six-Step Guide

As a syndicator, one of the most challenging tasks is getting investors to commit to an investment and sign the subscription agreement. I've experienced this myself as I'm not only a syndication attorney but also an active syndicator. I've formulated a six-part system to deal with this situation.Firstly, provide all necessary documents such as private placement memorandum, subscription agreement, and operating agreement once the investors have shown interest. Present all documents and other usef

Jul 10, 2023 • 12:46

Unlocking The Secrets To Establishing A Pre-Existing Relationship for Reg D Rule 506b

In a Regulation D Rule 506b offering, it's crucial to establish a pre-existing relationship with potential investors. This often involves more than just an introduction, as the relationship must be substantive in nature. The Securities and Exchange Commission (SEC) looks at two key factors in these relationships: the syndicator's understanding of the investor's objectives and the level of investor sophistication and the investor's comfort in asking questions and engaging in dialogue with the syn

Jul 7, 2023 • 10:27

Unveiling The Essential Fiduciary Duties For Syndications & Funds

A syndicator or fund manager has three main fiduciary duties towards their investors - duty of care, duty of disclosure, and duty of loyalty. The duty of care requires them to make reasonable decisions and safeguard the investors' money. They are not allowed to be negligent or reckless with the funds. The duty of disclosure, on the other hand, demands transparency from the manager. The investors should be allowed to see the books and understand how their money is being used. Finally, the duty of

Jul 5, 2023 • 10:01

Navigating Securities Laws And Social Media: A Guide For Syndicators

Social media in the context of Regulation D, Rule 506b and 506c, as they relate to finding investors, can be daunting. The key point is the concept of 'general solicitation' - the process of making a public offer or advertisement to potential investors. General solicitation is allowed under Rule 506c but is limited under Rule 506b, which prohibits certain marketing activities, such as holding seminars solely for the purpose of marketing an offer. The crux of the discussion lies in understanding

Jul 3, 2023 • 7:43

Assembling Your Real Estate Syndication Team: Who's In?

The discussion revolves around the integral team members required when creating a real estate syndication. These team members collectively play a critical role in ensuring the success of a syndication.Real Estate Syndication Attorney: This professional ensures compliance with the Securities and Exchange Commission (SEC) regulations and state laws during the offering of the syndication, which is a security. The attorney’s expertise and experience are vital for navigating this complex process.Real

Jun 30, 2023 • 6:39

Understanding Waterfalls in Real Estate Syndication

The topic discussed revolves around the distribution of returns, known as 'waterfalls,' in real estate syndication. The speaker used an example to explain the distribution process: a $5 million property bought entirely with investor funds that yields annual rents of $550,000.In this scenario, the investors are promised a 7% preferred return, also known as a 'pref,' amounting to $350,000 annually. This pref gets distributed first from the rental income. Any income beyond this pref, in this case,

Jun 28, 2023 • 9:04

Choosing the Right SEC Exemption for Your Investment: Alphabet Soup

The topic discussed revolves around understanding the myriad of exemptions available for registration under the U.S. Securities and Exchange Commission (SEC) rules, often referred to as an "alphabet soup" due to their alphanumeric identifiers.This topic is introduced from a real estate attorney's perspective, who faced the task of navigating through these exemptions while putting together a syndication, a pooling of resources for investment. Key factors when selecting an exemption include: wheth

Jun 26, 2023 • 11:24

Understanding Reg A, Reg CF, and Reg D in Syndication: The Alphabet Soup Explained

The various regulations and exemptions from SEC registration that are involved in syndication and fundraising processes. A walkthrough of the 'alphabet soup' of syndication, unpacking the regulations from A to D, specifically Regulations A, CF, and D.Regulation A is split into two tiers: tier one allows raising up to $20 million, accepting non-accredited investors and requires regular disclosures, while tier two has a higher limit of $50 million, more rigorous scrutiny, and requires audited fina

Jun 23, 2023 • 12:32

LLC vs. LP vs. Corporation: Which to Choose for Syndications?

The discussion centers on the various types of business entities, specifically focusing on the most appropriate ones for syndications. Among the options detailed are sole proprietorships, partnerships (including general, limited, and limited liability partnerships), Limited Liability Companies (LLCs), and corporations (including S corps and C corps).Sole proprietorship is mentioned as a choice for individuals, with the downside being a lack of asset protection. Partnerships involve multiple peop

Jun 21, 2023 • 11:28

Can You Get a Bank Loan?: Leveraging Traditional Financing in Syndication

The discussion is centered around the feasibility of obtaining a traditional bank loan while concurrently raising equity from investors for a syndication or fund, particularly in real estate. The answer is affirmative, but there are key considerations that require careful management.Firstly, potential investors need to be aware that the bank, as the primary lender, is paid back before equity investors. Thus, this financing information must be transparently disclosed to all involved.Secondly, len

Jun 19, 2023 • 4:31

Securities Licenses and Real Estate Licenses for Reg D Syndications

Syndicators engaging in fund creation or syndication do not require a real estate or securities license. While securities licensing poses challenges, selling securities does not necessitate a license. Regulation D allows sponsors to sell securities without involving a broker dealer. However, possessing a securities license entails ensuring suitability for individual investors, which can be problematic if the sponsor lacks knowledge of specific circumstances. To avoid issues, sponsors must clarif

Jun 16, 2023 • 7:01

Unlocking the World: US Syndications Open to Non-US Investors

Non-US individuals can invest in syndications or fund offerings. In today's globalized world, we have investors from various regions around the globe seeking opportunities to grow their wealth. Thankfully, the United States allows foreign investors to participate in syndications and offerings through a rule called Regulation S.Regulation S is similar to Regulation D, which governs US investors, with a few minor differences. Firstly, we are not as concerned about whether non-US investors are accr

Jun 14, 2023 • 4:35

Syndicators' Guide to Self-Directed IRAs: Maximizing Capital Sources

A self-directed individual retirement account (IRA) is a fantastic opportunity for syndicators and fund sponsors. It functions similarly to a traditional IRA, with an institution holding the funds and ensuring tax protection by preventing investors from accessing the money prematurely. However, a self-directed IRA goes a step further by allowing the investor to make investment decisions and choose where to allocate their funds. This includes the option to invest in private offerings und

Jun 12, 2023 • 6:48

GP and LP: Exploring Syndication's Key Players

In the syndication world, you often come across the terms GP (general partner) and LP (limited partner). These terms originated from the structure of limited partnerships (LPs), which are still used in specific cases. However, most syndicators and private offerings have transitioned to using limited liability companies (LLCs) for their projects and assets. This shift was driven by investor sentiment, as LLCs provide investors with a greater sense of security and clearer rights compared

Jun 9, 2023 • 3:53

Syndication Fallout: What Happens When Losses Happen?

As a sponsor of a syndication or fund, it is essential to consider the consequences if the investment does not generate profits or incurs significant losses. While it's a worst-case scenario, it is possible that despite raising funds and gaining the trust of investors, the business or real estate deal may not perform as expected. Investments carry inherent risks, and it's crucial to convey these risks properly to investors and establish a fair structure. It goes without saying that comm

Jun 7, 2023 • 5:31

Business Funding Unleashed: Embracing the Opportunities of Regulation D

When it comes to raising capital for your business, using Regulation D is not only possible but also the main purpose behind its creation. While many associate Regulation D with real estate syndication, its primary function is to provide smaller companies with a capital influx without the need for SEC registration.There are various reasons to raise capital for your business, such as acquiring another business, undertaking large projects, making capital improvements, purchasing expensive

Jun 5, 2023 • 10:38

Behind the 'Bad Actor' Rule: Rule 506d Demystified

Tilden Moschetti, a securities attorney, discusses Rule 506d, a part of Regulation D, which defines "bad actors" in the context of securities offerings. These "bad actors" are individuals who are prohibited from participating in the offering of securities due to past misdeeds. Rule 506d is applicable to both Rule 506b and 506c offerings.According to Moschetti, the rule disqualifies a wide range of individuals from participating in offerings. This includes individuals with previous convi

Jun 2, 2023 • 17:51

The Myth Of The Friends And Family Securities Exemption For Syndications

Tilden Moschetti, a securities attorney with Moschetti Syndication Law Group, specializes in assisting syndicators and funds in setting up offerings for Regulation D Rule 506b and 506c offerings. He addresses a common myth among people that they can conduct a securities offering without filing with the SEC if they just involve friends and family, or if the investment amount is below a certain limit, such as $1 million.Moschetti clarifies that there is no rule that exempts such securitie

May 31, 2023 • 8:43

Demystifying Form D Filings with the SEC: In-Depth Walkthrough and Tips

Tilden Moschetti, from the Moschetti Syndication Law Group, provides a detailed walkthrough of Form D filing with the SEC, which is crucial for a Reg D offering. Form D is four pages long plus instructions and is filed on the SEC's EDGAR database.He explains various aspects of the form, starting with the issuer's identity which details the entity filing the security with the SEC, their jurisdiction of incorporation, previous names, entity type, and year of incorporation. Next, the princ

May 29, 2023 • 16:10

Can An LLC Invest Into A Regulation D Rule 506b Or 506c Syndication Offering?

Tilden Moschetti, a securities attorney at Moschetti Syndication Law Group, discusses the complexities of allowing an LLC to invest in a syndication. According to Moschetti, this is a common query from clients, and the answer largely depends on whether the investment comes under Rule 506b or 506c offerings.For Rule 506c, an LLC can invest if its assets exceed $5 million, or if each member is an accredited investor. This requires independent verification under Regulation D Rule 501, whic

May 26, 2023 • 6:22

The 'Friends & Family Loan Loophole' - Is It A Legal Way To Syndicate Without Actually Syndicating?

Tilden Moschetti, an attorney with Moschetti Syndication Law Group, discusses a common misconception about a potential loophole in securities regulations. Some individuals believe that borrowing money from friends and family in the form of a loan for a syndication does not constitute a security, thus bypassing the regulations. Moschetti explains this is not the case, citing Reeves v. Ernst and Young, a Supreme Court case that outlined specific cases where loans are not securities. He warns that

May 24, 2023 • 8:20

How Does Regulation D Rule 506c Work For Syndication?

Tilden Moschetti, a securities attorney with the Moschetti Syndication Law Group, presents an in-depth analysis of Regulation D Rule 506c. Moschetti emphasizes the value of direct reference to the regulation itself for clarity, drawing on advice from his law school professor. He cites Rule 506c in the context of its placement within Book 17 of the Code of Federal Regulations, emphasizing that it concerns exemptions for limited offers and sales irrespective of the dollar amount or offering.Mosche

May 22, 2023 • 9:30

Syndication Attorney Webinar - 'Ask Me Anything'

Our ‘Ask Me Anything’ Q & A webinar in August 2022 was a big hit and we kept it unlisted for a while. Since some of the questions had that red-hot quality to them - aka, every syndicator had asked themselves that question and more than once… Questions like…‘How do I handle timing differences for different investors in a given fund when calculating returns?’Or…‘Can I get my friends to invest in Reg D if I am advertising?’... I decided to finally open it up to all. If you are ready to schedule a f

Feb 2, 2023 • 47:28

Launching Real Estate Syndications - Ep 23 - Getting it Done

In the great movie Moneyball, Billy, played by Brad Pitt, says he wants to bring back an aging ballplayer by the name of David Justice. Everybody thinks it is a terrible idea to bring him back. He can’t hit home runs anymore. They ask Billy why he wants Justice back. Billy points to Pete, played by Jonah Hill. And Pete says, “because he gets on base.” Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-getting-it-done/Welcome to Launching Real Estate Syndi

Nov 1, 2022 • 7:41

Launching Real Estate Syndications - Ep 22 - Putting it Together

You’ve done it! You’ve re-entered, you’re back on Earth. You’ve completed this and it’s all done! We started on the launch pad, putting our structure in place, getting our founder investment theory done, and learning about underwriting.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-conclusion-putting-it-together/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b

Oct 31, 2022 • 3:09

Launching Real Estate Syndications - Ep 21 - Winding Up the Real Estate Syndication

Now, you’re outside of the capsule after re-entering. Your investors have gotten money. All is good with the world. Is it time to party? Sure, it’s time to celebrate… but you’ve got to get to the party first! And to do that, you need to go through a closing, just to make sure that every single thing is wrapped up neatly, so that when you go into your next syndication, you don’t need to worry about anything from the previous one.Visit the web version here: https://www.moschettilaw.com/launching-r

Oct 30, 2022 • 4:55

Launching Real Estate Syndications - Ep 20 - Final Distributions of Returns to Your Investors

You’ve basically re-entered the atmosphere and you’re on the surface of the earth. Now you just need to emerge from the capsule. And that means making those final distributions to your investors. There are several processes to do this...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-final-distributions-to-your-investors/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rul

Oct 29, 2022 • 5:05

Launching Real Estate Syndications - Ep 19 - Voting On Major Decisions

So you think it’s time to sell? Well, if you structured your syndication the way that I normally do, you’ll want to give investors the right to decide whether or not it’s time to sell the property. That way, they feel like they are a part of the action. A lot of syndicators don’t do this, and it’s a mistake. Bring that decision-making process to the investor at exactly the right time, when they’re going to be thinking about what they are going to do with the money that you’re about to give them

Oct 28, 2022 • 10:30

Launching Real Estate Syndications - Ep 18 - When Is It Time To Sell the Property?

The market has spoken, “It is time to sell.” Many times the decision to sell is up to your investors and you, so you’ll find out how to get the decision made right. Then after it is sold, there are loose ends to tie up and investors to return capital to. They probably can’t wait to put it into your next deal!Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-when-is-it-time-to-sell-the-property/Welcome to Launching Real Estate Syndications - a 23 part ser

Oct 27, 2022 • 11:27

Launching Real Estate Syndications Ep 17 - Distributions of Returns to Your Investors

One of the things I like best about being a syndicator is when it comes time to make distributions, especially the final distribution. I like sending money to people, because I know they’re happy to get it and I just did a good job for them. But exactly how do we make distributions? Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-distributions-of-returns-to-your-investors/Welcome to Launching Real Estate Syndications - a 23 part series on getting start

Oct 26, 2022 • 7:05

Launching Real Estate Syndications - Ep 16 - Property Management

Ensuring good property management is critical to syndicating. Your investors are counting on the property being managed in such a way that their asset doesn’t start deteriorating. Under the guise of property management, we have four different kinds of analyses that we need to know as syndicators and asset managers in order to make sure that property management is working as effectively as possible. If you’re doing the property management itself, this is a nice overlay of the kinds of things that

Oct 25, 2022 • 12:14

Launching Real Estate Syndications - Ep 15 - Asset Management

Asset management is a funny thing. What does an asset manager do? It’s obvious what a property manager does, right? They manage the property. So what’s different about managing an asset? Let’s talk about what it takes to be a good asset manager. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-asset-management/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and

Oct 24, 2022 • 24:00

Launching Real Estate Syndications - Ep 14 - Investor Communications

“Escrow closed! We own the property!… So, are we done?” Nope. There are things to do besides cashing those monthly fee checks. Your investors expect distributions and to know what is going on. Plus, you need to know what is going on to make sure you can do the next deal.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-investor-communications/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate us

Oct 23, 2022 • 10:28

Launching Real Estate Syndications - Ep 13 - Finishing the Acquisition

Liftoff is almost complete, and you’re almost in orbit! Just a few things left to do. You’re collecting money from your investors right now, and now it’s time to finish it up, making the process complete. Just what are those last minute things that you need to do in order to be in orbit comfortably?Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finishing-the-acquisition/Welcome to Launching Real Estate Syndications - a 23 part series on getting starte

Oct 22, 2022 • 9:30

Launching Real Estate Syndications - Ep 12 - Getting Investors to Commit to Your Syndication

Now you have your syndication put together. You’ve got your PPM, your operating agreement, and the subscription escrows underway. You’ve marketed the investment and had those conversations. You’ve pitched it, and you have some interest. So what next? How do you get the money from the investor who’s interested into the bank account so that it can be ready to close?Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-getting-investor-to-commit-to-your-syndica

Oct 21, 2022 • 9:32

Launching Real Estate Syndications - Ep 11 - Marketing the Investment to Investors

Congratulations, you’ve gotten all your forms together! Now let’s talk about marketing the investment opportunity that you have. How do you put it out there? You’re going to do a lot more marketing in the context of a 506c, then a 506b. This isn’t to say you don’t market in a 506b. But marketing for a 506b, really just means the pitch between you and the contacts that you already have – those pre-existing relationships. Remember, we cannot market out to the external world in a 506b. So in this s

Oct 20, 2022 • 21:15

Launching Real Estate Syndications - Ep 10 - Operating & Subscription Agreements for Syndications

We syndicators operate underneath the regulatory framework from the SEC and state laws. But we also operate under another framework too. Fortunately, this one is our own design: the operating agreement. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-operating-and-subscription-agreements-for-syndications/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c.

Oct 19, 2022 • 15:58

Launching Real Estate Syndications - Ep 9 - The Private Placement Memorandum (PPM)

The private placement memorandum, also called the PPM, may be one of the most daunting hurdles for syndicators. They tend to be really long, dense, confusing, and repetitive. But it actually doesn’t need to be that way. Let’s take all the mystery out of it. There are three ways that syndicators do their PPMs...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-private-placement-memorandum/Welcome to Launching Real Estate Syndications - a 23 part series on

Oct 18, 2022 • 19:45

Launching Real Estate Syndications - Ep 8 - Making Sense of the SEC Alphabet Soup

You found the deal and it is in escrow… “Now what???” Now you need to put the investment itself together and get investors committed. You also need to do it the right way to avoid trouble with your investors and the SEC down the road…Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-making-sense-of-the-sec-alphabet-soup/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules

Oct 17, 2022 • 20:41

Launching Real Estate Syndications - Ep 7 - Is It a Good Deal to Syndicate?

The product for syndicators is the property. Pricing and engineering that product is the financial analysis. The best syndicators make their choices objectively and based on the data and facts. They tune their projections to maximize both the return for their investors and the return for themselves. And they have meaningful conversations about money – they’re not afraid to go into the details about the way that engine works. Visit the web version here: https://www.moschettilaw.com/launching-real

Oct 16, 2022 • 37:52

Launching Real Estate Syndications - Ep 6 - Making Money With Fees & Equity in Real Estate Syndications

Let’s face it: we syndicate not just because it’s fun, but because we want to make money… and not just money for our investors, but money for ourselves. The work that you put in as a syndicator should be paid. But any complexity that comes in on fees or promote will start to scare away investors. We’re going to go through the different ways that you get paid, whether that’s through fees, or broker fees, or the promote. Setting this up, right and understanding this when you start putting a deal t

Oct 15, 2022 • 24:01

Launching Real Estate Syndications - Ep 5 - Finding Properties to Syndicate

It probably goes without saying, but finding properties is pretty critical for a syndicator. Without a property, there’s nothing for us to talk to investors about or sell them. Properties are the raw materials that syndicators work with. So how do we find deals? Here’s a four step system so you’re not left to the winds of chance.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finding-properties-to-syndicate/Welcome to Launching Real Estate Syndications

Oct 14, 2022 • 17:02

Launching Real Estate Syndications - Ep 4 - Finding Investors for Your Real Estate Syndication

The good news is that finding investors doesn’t need to be that challenging. In fact, you are doing many of the things to find investors already. All you need is to systematize those and then follow the process, which is actually quite simple. There’s only a few things that you need to do. And you probably know what those things are already, and are doing a lot of them. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finding-investors-for-your-real-est

Oct 13, 2022 • 21:15

Launching Real Estate Syndications - Ep 3 - Structuring Syndication Entities to Protect Yourself

There are two different kinds of decisions that we need to make in order to protect yourself from the very beginning from deals going sideways, or making a mistake by choosing the wrong kinds of investors...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-structuring-syndication-entities-to-protect-yourself/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506

Oct 12, 2022 • 24:32

Launching Real Estate Syndications - Ep 2 - Founder’s Investment Theory(R)

What does it take to be a syndicator who has no trouble raising money? Someone who can raise $2 million, $20 million in a matter of days rather than months? Well, the answer is simple. And it actually boils down to just three questions.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-founders-investment-theory/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and

Oct 11, 2022 • 23:06

Launching Real Estate Syndications - Ep 1 - Welcome

Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.This first podcast in our series, welcomes you to the whole system of real estate syndication. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-welcome-to-launching-real-estate-syndicatio

Oct 10, 2022 • 11:32

"How do I let family and friends know that I’m doing a Reg D Rule 506b offer if I can’t advertise?"

How does a syndicator let their friends and family know that they are doing a Regulation D Rule 506b offering if they can't advertise? Watch this video to find out. If you are ready to schedule a free consultation with an attorney for your syndication, go to https://www.moschettilaw.com/schedule-a-consultation/.👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) P

Sep 16, 2022 • 4:03

‘Can I do both a Regulation D 506b and Reg D 506c in one LLC?’

Can you do both a Reg D Rule 506b and a Rule 506c offering so that you can get both non-accredited investors and advertise? Watch this video to find out. If you are ready to schedule a free consultation with an attorney for your syndication, go to https://www.moschettilaw.com/schedule-a-consultation/.👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) Private Plac

Sep 15, 2022 • 7:18

‘Can I do a 1031 exchange in a Regulation D syndication?’

How does a 1031 exchange work within a Regulation D syndication? What do syndicators need to know about the structure when investors want to come into their syndication? How about when an asset is disposed of using those proceeds for a new asset through an exchange? Watch this video to find out. If you are ready to schedule a free consultation with an attorney for your syndication, go to https://www.moschettilaw.com/schedule-a-consultation/.(Watch the video version of this episode at https://you

Sep 14, 2022 • 7:45

Regulation D Limitations on Resale: What You & Your Investors Should Know

Regulation D Limitations on Resale: What You & Your Investors Should Know. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch the video version of this episode at https://youtu.be/lYKkR6BLPr0)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check

Jan 31, 2022 • 14:28

How does Regulation D Rule 506b work for syndication?

How does Regulation D Rule 506b work for syndication? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch the video version of this episode at https://youtu.be/Fsetq-nD3dg)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Che

Jan 27, 2022 • 18:11

How do I pay people to market my Regulation D syndication?

How do I pay people to market my Regulation D syndication? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch the video version of this episode at https://youtu.be/kFS7qDoRsxI)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation

Jan 24, 2022 • 5:31

What information must be disclosed in a syndication private placement memorandum?

What information must be disclosed in a syndication private placement memorandum? Listen now to find out. If you are ready to schedule a free consultation with an attorney for your syndication, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch the video version of this episode at https://youtu.be/GoYFZlCvj3E)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Che

Jan 23, 2022 • 2:11

What are 'Blue Sky' laws when it comes to syndication?

What are 'Blue Sky' laws when it comes to syndication? Listen now to find out. If you are ready to schedule a free consultation with an attorney for your syndication, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch the video version of this episode at https://youtu.be/SnqBi_GfwEY)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending B

Jan 20, 2022 • 3:40

How can you structure sponsor fees for a Regulation D Rule 506 syndication?

How can you structure sponsor fees for a Regulation D Rule 506 syndication? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch this episode on YouTube at https://youtu.be/HxWmTzdR6vo)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confi

Jan 17, 2022 • 3:01

What qualifies someone as an 'Accredited Investor' for a Regulation D Rule 506 syndication?

What qualifies someone as an 'Accredited Investor' for a Regulation D Rule 506 syndication? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch this episode on YouTube at https://youtu.be/M9z563hYAdM)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4

Jan 13, 2022 • 4:57

Should I do a Regulation D 506(b) syndication or a 506(c) syndication?

Should you do a Regulation D 506(b) syndication or a 506(c) syndication? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(Watch this episode on YouTube at https://youtu.be/k3V73Y8fmFc)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirma

Jan 10, 2022 • 4:37

How do I market my Regulation D Rule 506 offering?

How do you market your Regulation D Rule 506 offering? Listen here and find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.(You can tune into this episode on YouTube at https://youtu.be/g6xVbK4KUKw)👇 SUBSCRIBE TO THE MOSCHETTI LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation

Jan 6, 2022 • 6:08

How Should I Structure My Regulation D Syndication?

How do you structure a Regulation D Rule 506 offering? Listen now to find out. If you are ready to schedule a free consultation with a syndication attorney for your private placement memorandum, go to https://www.moschettilaw.com/syndication-legal-services/private-placement-memorandums/.It's a great question, and most of the time there is a ‘best way’ to do it. Because it is a syndication and an investment, I like to start thinking about it in terms of what people are going to be investing into

Jan 3, 2022 • 4:46