Multifamily syndicators: how much ownership interest to LPs?

[Fabiola F.]

When it comes to the profit structure for a syndication consisting of a sponsor, general partner, and limited partners, typical splits are 30/70 SP/LP and then increasing the sponsor's split under a waterfall. 

However, when it comes down to the operating agreement and ownership interest in the entity (which was solely created for the deal), how much is safe to allocate to each member category without giving away too much control to limited partners? Here's the deal specifics in question:

• The Sponsor is the guarantor & deal maker and has no equity contribution in the deal, but is liable to the debt
• General partner collaborates with the Sponsor in managing the rehab & construction but also makes no initial equity contribution but contributes towards monthly holding costs with the Sponsor during the renovation period. This is perhaps the least risk member category.
• Limited partners make all initial equity contribution, pays no holding costs, earns 8% preferred (Level #1) with a catch up provision to the Sponsor on net cash flow up to 15% (Level #2)  and with the equity split afterwards  on remaining net cash(Level #3). 

Given this structure and since LPs would've been paid their equity contribution by Level 2 & Level 3, how much ownership interest should the operating agreement allocate to GP & LP with regards to company ownership, voting rights, and obviously the sale of the asset?

[Theo Hicks]

@Taylor L. is correct. LP shouldn't have any voting rights. When you say sponsor, you are referring to the person who guarantees the loan. The person who signs on the loan is usually a part of the general partnership and receives a % ownership and/or an upfront fee.