Syndication Structure: How to Buy Out Investors Without Refi/Sale

Syndication Structure: How to Buy Out Investors Without Refi/Sale

Investor · Member since 2018 · 260 posts · 74 votes

Hello! We specialize in multi-tenant light industrial properties. To date, we've self-funded or accepted family investors who have no issues with indefinite hold periods. 

Our objective is to never sell our properties. In addition, we are typically able to secure 15 year terms on our debt. We also work with insurance companies so prepayment before term is typically not an option. At the current low interest rates, it would seem unwise for us to accept any term less than what we are able to secure. We also focus on cash flow, vs appreciation investing, so I would not consider our portfolio to be focused in "value add". 

We'd like to accept outside investors in our next few deals. This is both to give back to friends and family who are interested in investing, and so we can do more / larger deals. We are considering a straight split (maybe 80%/20%GP) or a waterfall (maybe 5% pref and 70/30%GP). Not sure of the numbers yet and this post isn't really about the actual numbers. 

My question is: If Investors typically prefer a shorter hold period, say 5 years for sake of example, is there a way to structure the syndication to allow them to exit at year 5 WITHOUT a sale OR refinance? 

I've seen a structure where there is an annual preferred return, say 5%, but no waterfall split and at year 5, the GP returns the capital and some additional preferred return, say 4% over each year of the hold (in place of the waterfall split). But this is usually a fund that is selling properties and therefore has the capital to do this. I'm concerned we may not have the capital to give our Investors a proper exit without a sale or refinance. 

(Note that I'm not really looking for the answer to "find investors interested in a 15 year hold" since we plan to hold the property in perpetuity and we eventually would prefer to not have outside investors in the deal, with proper compensation to them on an exit of course).

Thanks!
Kim

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Real Estate Agent · Sandwich, MA · Member since 2014 · 974 posts · 636 votes
5y

@Kim Hopkins

Without a sale or a refi to generate the funds internally, you’ll need external funds. One option would be to allow investors to sell their shares after a certain period. The fund could have a first right of refusal to purchase the shares an investor wants to sell in case the fund is adequately capitalized. As a sponsor, I would think it makes good sense to be prepared to offer a buyout if you have investors who want a way out without a willing and able buyer at the ready.

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  • Real Estate Agent · Sandwich, MA · Member since 2014 · 974 posts · 636 votes
    5y

    @Kim Hopkins

    Without a sale or a refi to generate the funds internally, you’ll need external funds. One option would be to allow investors to sell their shares after a certain period. The fund could have a first right of refusal to purchase the shares an investor wants to sell in case the fund is adequately capitalized. As a sponsor, I would think it makes good sense to be prepared to offer a buyout if you have investors who want a way out without a willing and able buyer at the ready.

  • Member since 2019 · 332 posts · 171 votes
    5y

    I guess you can keep “recapitalizing”, like discussed in this thread:

    https://www.biggerpockets.com/...

    Not sure if it is possible to capitalize/recapitalize with just debt (no equity investors) - mezz, junior, second position, third position, fourth position, fifth position 😬

  • Paul MoorePro Member
    Commercial Real Estate Fund Manager · Lynchburg, VA · Member since 2015 · 1k+ posts · 1k+ votes
    5y

    @Kim Hopkins. It seems you could establish a presence by creating content and entering meaningful conversations on BP, and creating eBooks, being a guest on podcasts, etc.   The goal, after providing education, would be to build a following of potential investors.  Then when you offer investors a non-guaranteed exit (say > year 5) you may have a waiting list of investors to buy their shares.  Just a thought. 

  • Investor · Round Rock, TX · Member since 2010 · 8k+ posts · 4k+ votes
    5y

    What would help a lot would be to understand how large these projects are and whether or not you're open to starting a fund.  Regulation A+ (Title IV) could be used to provide for transferrable shares, which would probably make more sense if you were starting and maintaining a fund given the overhead in the filings and audited financial statements.  

    Financing long-term liabilities with short-term financing is a really good way to get yourself in trouble so I would not recommend doing this.  It seems a lot easier to solve the transferability issue for the shares instead of trying to shoehorn a non-transferable share structure into your deal type with the exemptions you're used to.  

  • Investor · Chicago · Member since 2019 · 11 posts · 5 votes
    5y

    Why no debt refinancing?  It would seem that you could move your equity investors into a new deal and fund with secondary debt that you can pay down as solo owner.  Create a deal "churn" where you have some 2nd position lenders come in to cash out the equity investors right when you need it for a new deal.  Once that debt is paid off, go do it again.

  • Investor · Member since 2018 · 260 posts · 74 votes
    5y

    @Chris Jeffries Can you please say this again, but more slowly? :) I definitely understand the concept of debt refinancing, and it's definitely a possibility. First issue is that we get 15 year term debt, and so that's a long time for investors to be in the deal. Second issue is that we are cash-flow investors, versus banking on appreciation, so they'll get great cash flow over the years but may not get a great return when we refi since we don't like to pull out much equity when we refi, in order to keep the cash flow up. 

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