Need Advice on Multi-Family Recapitalization

Need Advice on Multi-Family Recapitalization

Member since 2018 · 2 posts · 0 votes

Recapitalization is not a common way to cash out the first round of investors in a MF syndication, but when it is used, what is the process for determining net gain on the investment? In a Recap, the GP refinances the property with a new core investor, and the initial equity LPs should receive a distribution based on their split of the market value of the property, less deductions.

How is the market value determined? Appraisal? BPO? Assuming the Operating Agreement is silent on the matter, what deductions are allowed from net gain before the distribution waterfall. Obviously, the original loan payoff, but should there be any fees, loan costs, lender reserves or closing costs (for the refinance), RE broker fees, etc. deducted, or should that all fall on the new replacement capital?

What documentation of final expenses and deductions should the LPs expect from the GP? I would assume: the appraisal, a detailed breakdown of any reimbursements and deductions, and perhaps the settlement statement from the refi to document any closing costs?  Any insight from one of the BP syndicators would be appreciated. 

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  • Rental Property Investor · Dallas, TX · Member since 2016 · 261 posts · 170 votes
    4y

    Assuming this was disclosed as part of the business plan prior, I would get an appraisal and/or 3 Broker Opinions of Value (BOV). Your expenses would be your true expenses, and any fees you intend to charge should be listed in the operating agreement.

    That said, cashing out investor's positions and retaining the equity is usually never in their best interest. If you have carried out the business plan and want to re-syndicate (essentially sell to yourself), I think that would be okay as long as it is for the true market value.

    Always take care of your investors first. 

  • Member since 2018 · 2 posts · 0 votes
    4y

    I should clarify that I'm the investor, and the sponsor is Recapitalizing the property to replace the initial investors with new capital. 

    I'm trying to better understand what constitutes legitimate deductions in a Recapitalization, before distributing the gains.  The sponsor is deducting expenses that don't seem legitimate and shouldn't fall on the exiting LPs, such as loan closing costs, lender reserves, and a RE brokerage commission (even though there was no sale).  He's deducting these costs from the net gain before distributing profit to the LPs.  Shouldn't these expenses fall on the NEW capital investors?

  • Benjamin AakerPro Member
    Rental Property Investor · Brandon, SD · Member since 2015 · 1k+ posts · 1k+ votes
    4y
    That's a problem. A good syndicator will lay out exactly what the strategy is for disposition of the property. Hopefully the syndicator told the investors that they would exit the deal on refinance. I would be skeptical of the fees you are reporting; they certainly don't seem like they should be paid by the investors. That being said, the subscription agreement that you signed when starting should outline what happens in the event of a refinance or sale. Have a read, or better yet, take it to your attorney.
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