In its simplest form, syndication is the pooling of investor money where the investor is typically a passive, limited partner. The other partner to the deal is the general partner, or active partner that puts the deal together, manages the business plan to provide a return for the benefit of all investors. You will hear General Partner (GP), Syndicate and Sponsor often used interchangeably.
As of this writing, typical cash on cash returns are in the 8-10% range and an internal rate of return (IRR) of 13 – 18% range. You may also see an average rate of return which is simply the total return over 5 years divided by 5. In value add syndication, the average annual return may be deceiving (higher) than the IRR (Internal Rate of Return) as a large part of the investor returns come in the year of sale (modeled as year 5). IRR typically would be a better measure for varying cash flows over a set time horizon.
Typically, at time of sale. For our deals, year 5 is the target. It could happen in year 3 or year 7 or longer if we have a long downturn but 5 is typically what value add syndicators have as a target.
They are outlined in the PPM. That said, I like to provide a few data points. In 2009, at the bottom of the financial crisis, delinquency rates on single family homes was 5% vs 1% on MF apartments. Additionally, in Houston when oil went from $100 barrel to $50 barrel Class A (new apt buildings) had to offer concessions and vacancies rose to 15% while Class B (older MF where value add syndicators play) remained steady at 8%. Lastly, we buy properties with proven results. Our typical apartment acquisition will have occupancy greater than 90% and usually higher than that and the previous owner was making good money (T12 – trailing 12-month audit will prove this out). We want to improve proven properties not buy on hope.
A passive investor in the deal. They have limited liability. Their risk is limited to the amount they invest in the deal, no more. Their other assets are protected. They cannot be sued; they are not on the loan and are not responsible for the active performance of the property.
Typically we set it at $50K and increments of $5K.
We do monthly or quarterly (starting after 30 days of full monthly operations upon closing of the property). That can be direct deposited into the investors account. Most syndicates do monthly or quarterly distributions.
Monthly quick updates (email) on how the investment’s progress. Typical bullet points / some pictures on how many units were renovated, rents we are getting, etc. Quarterly property management financials can be reviewed. Following March of each year you will receive a K-1 statement from us for your tax filings.
Apartment syndications are very tax efficient. As a partner in our limited partnership, you will benefit from your portion of the investment’s deductions for property taxes, loan interest and depreciation which are the big ones. We like to use a cost segregation strategy as well to accelerate depreciation since we don’t plan on holding onto the asset for a long time. You will get a K-1 statement from the partnership in March of the following year for the current tax year. It’s not unusual on a $100K investment to experience a min 8% preferred return or cash in your pocket of $8K while experiencing a paper loss on your annual K-1. Additionally, any refinances or supplemental loans are reviewed as a return of equity so no tax impacts. At time of sale, there may be an opportunity to 1031 exchange into another property that the sponsor wants to buy to continue to defer your long-term gains tax. Keep in mind some depreciation recapture may occur at time of sale if a 1031 exchange does not occur in addition to the long-term capital gains tax you would be responsible for paying on the gains. Contact your tax accountant for complete details pertaining to your personal tax situation.
Once we have a property under contract, due diligence is about 60 days. We start the equity raise process with investors which runs about 5-6 weeks end to end. Marketing package goes out, investor conference call takes place, investors reserve a spot, review the PPM / sign and fund. About 2-3 weeks later we close on the property. About 60 days later first investor distribution.
We believe that’s a good thing. As value-add syndicators, if all news was good, there would be nothing to improve. The property is often re-branded (new name), new website, new property management team is brought in. Focus is on operational improvement and renovating the property. There’s a focus on intangibles such hosting monthly community gatherings to foster a sense of community that may have been lost which can improve retention, reduce turnover. This can be turned around faster than you think. Re-branding, re-positioning the asset is the focus.
When we take over a property, even a 300-unit apartment will have 15 vacant units if occupancy is at 95%. We start there. Next month when 10-12 leases are up, we introduce the residents to their new renovated unit (move them in) and start renovating their vacated unit and keep repeating this process month after month. We expect that the improved unit will be so dramatic that retention / new lease signups will be high.
It’s very common to create a lot of value once the renovations are complete and the forecasted rent is being achieved. That is when the value is optimized in a value add strategy. You go back to the bank with a higher assessed property value and either refinance the property (if you had a variable rate loan) or you obtain a second loan on the property (called a supplemental loan) if you have an attractive fixed rate in place that you want to keep. This second loan allows you to pull equity out for the investors benefit which increases the cash on cash returns and IRR on the project.
We like to show investors under different scenarios if our forecasts are off, what is the breakeven point for profitability given a decline in occupancy or if rents don’t project where we expected. Surprisingly most of our scenarios allow occupancy to go to 75% to break even. That is comforting to our investors to know this information.
You cannot 1031 into our deals or out of our deals since you are technically purchasing units of our Limited Partnership and not actually the land itself. That said, there are mechanisms where we expect to be able to 1031 from one of our deals into another one of our deals, thus deferring the tax you would have normally paid on the sale of the first apartment.
At this time, you can but there is a UBIT tax to understand on the SD-IRA as the IRS does not want to see you take advantage of the leveraged portion of the investment. Interestingly, the solo 401K does not have this problem.
There is nothing in our prospectus for a workout or formula for such a scenario. The investment should be considered an illiquid investment. That said, as a partner with you, the general partner will review your issue and see if there is something that can be done based on your circumstances.
Most important is returns forecasted should be post fees. Most common two fees are acquisition fee (2% I see most often) based on purchase price and paid once to the sponsor at closing. This covers all the sponsors costs to find and put under contract this one deal. The second most common fee is the asset management fee (typically 2%) based on the monthly revenues. The asset management fee is for the sponsor to hold the property manager accountable and to ensure execution of the business plan. Industry averages are 1-3 % for both fees.
The Private Placement Memorandum is required by the SEC and describes the offering, risks, includes the partnership agreement, investment summary and subscription agreement. It is a lengthy legal document well over 100 pages. The subscription agreement is what investors will review, sign and includes basic information as to number of units and amounts being purchased, accredited investor’s declaration form, etc. We like to pre-wire new investors if they have never seen a PPM before because the risk section is a bit heavy (like the Surgeon General’s warning) highlighting about every possible risk that could happen. We tell investors that there are risks to every investment, yes, you can lose your entire investment, but certainly we highlight the good track record MF investments have had in severe market down markets. Additionally, no lender is going to give us $10m to $30m unless we are experienced, have a good business plan, conservative underwriting (bank’s will underwrite the deal as well), have adequate insurance and have the property condition report completed by outside experts (often 100-pages) highlighting what fixes need to be made before we take over the property.
They should be yes. Good sponsors will want to under-promise and over-deliver. You want to review all financial assumptions from the sponsor and ensure they make sense. Key ones to focus on would be rents (check the area comps for before and after renovation pricing – you want to be under where the market is before and after), rent growth and occupancy. Review the T12 (prior 12 months from previous owner). Does the value add improvements, increased income and timing of those improvements make sense to the forecast?
We won’t want to sell in a down market. The goal would be to continue to pay the preferred return minimum and hold on until the market is healthier to achieve a better price at sale. Class B/C value add properties tend to hold up much better in downturns because people need a place to stay and rents are more in line with the market / service economy demographic that is typically still employed in downturns versus the class A renter making $100K/yr. whose jobs are more at risk (i.e. Houston oil crisis example).
Typically, 8% is what we see most. This favors the limited partner. It essentially means that the first 8% return on an investment (distributions from cash flow or capital events such as refinance proceeds or sale) will go entirely to the limited partner, nothing to the general partners. This is not a guarantee but the next best thing.
The split is investment returns that go to the investors in the portion of the split. So, if the split is 70% to the limited partner and 30% to the general partner, after the preferred return is paid (if there is one), then the partners splits all other proceeds from distributions or capital events 70/30. That split can change if a certain hurdle (or waterfall) is achieved. Example: A split could by 70/30 then go to 50/50 once the IRR hits say 18%. Any returns higher than 18%, will then be split 50/50 LP/GP. That is a waterfall.
If we market our deals under SEC regulations 506 (b) meaning we can only share our deals with investor who are accredited and we have a relationship with. The definition in the U.S. is a person earning $200K per year or a couple earning $300K per year over the past two years and expected to do so in the current year; or a net worth of $1MM (excluding your primary residence). Since we don’t advertise our deals the accreditation determination is by self-disclosure of the investor by a checkbox. If the deal is advertised to the public, then verification by an outside third party is required. A non-accredited investor, therefore, is anyone making less than $200,000 annually (less than $300,000 including a spouse) that also has a total net worth of less than $1 million when their primary residence is excluded.
You will typically see this being the case to align with investors. However, when the GP invests, that money goes with all other investor’s money into the LP investment bucket (70% split). In other words, the GP split of say 30% is what the GP wants to earn for doing all the work. If he puts money in the deal, he’s increasing his stake in the deal so it is going in on the LP side. That’s how it works.
General partner is one of two or more investors who jointly own a business and assume a day-to-day role in managing it. A general partner has the authority to act on behalf of the business without the knowledge or permission of the other partners. Unlike a limited or silent partner, the general partner may have unlimited liability for the debts of the business.
Key Principals (KPs) are also known as Guarantors and is a term used by Agency lenders (Freddie Mac and Fannie Mae) on non-recourse commercial loans. There are a number of criteria to qualify for an agency loan but 3 major ones are past experience, net worth and loan amount and some liquidity threshold.