First syndication

[Adam Gross]

Im currently putting together my first syndication. The seller will finance $150,000 of $370,000 purchase price. I'm raising $250,000. Im offering 70/30 deal. including a 8%preferred. It seems small to pay for and offer PPM. Can this deal be put together without a securities attorney. Can my RE attorney put this together safely and legally as a limited partnership with me as a general partner. Again this is my first foray into offering equity. I have not spoken to my attorney yet, because I know this group is way more knowledgeable on this topic.

Thanks

Adam

SJREIG LLC

[Bryan Hancock]

You want to find an attorney that specializes in securities work in your state.  As others have commented on there are likely intrastate exemptions for Jersey that be much easier and cheaper to pursue than doing a full-blown 506 exemption type offering.  This of course assumes that the investors you're seeking funding from all reside in New Jersey.

If you plan to raise money from residents of other states or international investors there is a whole other layer of complexity to navigate.  What you'll be offering will likely fall within the "investment contract" definition and meet the Howey Test items cited above; thus it will be a securities offering most likely.  

You'll probably be better off if you try to limit your raise to people in your state. If you don't make this limitation the raise may be cost prohibitive given the overhead for a small deal like what you're doing. A more active JV with other investors with greater control may be a better option for you. You may consider using a LLC instead of a GP/LP too given what you're trying to do. A good attorney can help a lot with all of this.