Parallel Fund Structures for U.S. and Non-U.S. Investors
A real estate sponsor based in Miami is midway through raising a $20 million fund under Rule 506(b). Twelve domestic accredited investors have committed, and the offering has been cleanly structured and marketed to pre-existing contacts. Two prospective investors then emerge: a family office based in Toronto and an individual investor residing in Singapore. Both […]
Master-Feeder Structures in Real Estate Funds: When They Make Sense
An institutional investor asks a real estate fund sponsor a question that changes the entire structure conversation: “Can you accommodate a pension fund?” The sponsor knows the answer should probably be yes. Pension funds are exactly the kind of large, stable, long-horizon capital that real estate funds seek. But the sponsor’s current fund structure is […]
How to Choose the Right Domicile for Your Sponsor and Fund Entities
A real estate sponsor in Houston forms a Texas LLC to acquire a 96-unit multifamily property in Dallas. The choice is intuitive: the sponsor is in Texas, the property is in Texas, and forming a Texas LLC avoids the step of registering a foreign entity to hold Texas real estate. Eighteen months later, the sponsor […]
Recordkeeping for Capital Raise Communications: Why It Matters
A real estate sponsor receives an investor demand letter eighteen months after a multifamily offering closed. The investor claims that representations made during the offering period differed materially from the PPM’s disclosures and that the sponsor made verbal statements during an investor call that overstated the likelihood of achieving the projected return. The sponsor’s attorney […]
How Sponsors Should Review Marketing Materials Before They Go Live
Before your last offering launched, someone on your team reviewed the pitch deck. But what exactly did they review it for? If the answer is whether the design looked professional, whether the projected returns were clearly displayed, and whether the property photos were high quality, then the document that went to prospective investors was reviewed […]
Tombstone Ads, Educational Content, and Offering Promotion: Drawing the Right Boundaries
A real estate sponsor posts a brief announcement on LinkedIn: “We have successfully closed on Oakwood Commons, a 180-unit multifamily acquisition in Nashville. Thank you to our investors.” No return figures. No subscription link. No invitation to participate. The post is a closed-deal announcement, not a solicitation for any current offering. The following week, the […]
Pitch Deck Risk for Real Estate Sponsors: When Design and Messaging Create Exposure
Sponsors often spend more time designing the pitch deck than drafting the PPM. That allocation reflects the commercial reality that the pitch deck is the document most investors actually read, and the PPM is the document most investors skim. It also reflects a legal misunderstanding about where securities liability most frequently originates. Courts have held […]
Email Campaigns for Private Offerings: Compliance Issues in Practice
A real estate sponsor builds a new offering for a value-add multifamily acquisition. The marketing director suggests sending an announcement to the email list they have been building for the past two years: roughly 1,400 contacts accumulated through conference sign-up sheets, website opt-in forms, webinar registrations, and referrals from existing investors. The email would describe […]
Podcast Appearances and Capital Raising: What Sponsors Should Watch For
What does a real estate syndicator say when a podcast host asks, mid-episode, how much they are currently raising and what return investors can expect? For most sponsors, the answer is whatever comes naturally. And that instinct, to answer the question the way they would answer it at a networking dinner, is exactly where the […]
Using Webinars to Market Real Estate Offerings Without Crossing the Line
A publicly advertised webinar describing a specific real estate offering’s property, projected returns, and investment terms is not a 506(b) offering. It is not a 506(b) offering with a webinar component. It is a 506(c) offering, whether the sponsor intended that or not, because a publicly accessible event that promotes a specific securities opportunity to […]