Raising Money for Syndication--Do They Need to be Part of the GP?

[Rusty Pollard]

Hi BP Nation,

My question is fairly simple. I am part of a team who is just getting things together for a project where we need to raise $2m for the land and an additional $5m for the equity portion on an apartment building project. The deal itself is a great project and I don't anticipate any issues with raising the funds as most of us on the GP side have raised money for other projects, but none of us have ever had to go the formal syndication route. 

My question for you today is due to the fact that we haven't settled on a syndication attorney yet--we're still in the initial phase before we go through that process and potentially have one on retainer. Here's my question:

How do we handle the partnership or compensation of the folks doing the leg work for raising the money? Certainly, if someone who is already on the GP team raises funds they will have that in their favor as the GP pie gets cut, but what if we have another colleague who has contacts (who we don't currently have a relationship with) who are interested in coming in on the deal? Are we required to bring this colleague in for a cut of the GP pie? Are there restrictions to just giving this colleague a fee for bringing folks to the table? I was doing some research and came across Rule 3(a)4(1) but I did NOT understand it. So here I am, asking for input from the collective knowledge of you folks. :) 

Appreciate your insight!

[Greg Dickerson]

Originally posted by @Rusty Pollard:

Hi BP Nation,

My question is fairly simple. I am part of a team who is just getting things together for a project where we need to raise $2m for the land and an additional $5m for the equity portion on an apartment building project. The deal itself is a great project and I don't anticipate any issues with raising the funds as most of us on the GP side have raised money for other projects, but none of us have ever had to go the formal syndication route. 

My question for you today is due to the fact that we haven't settled on a syndication attorney yet--we're still in the initial phase before we go through that process and potentially have one on retainer. Here's my question:

How do we handle the partnership or compensation of the folks doing the leg work for raising the money? Certainly, if someone who is already on the GP team raises funds they will have that in their favor as the GP pie gets cut, but what if we have another colleague who has contacts (who we don't currently have a relationship with) who are interested in coming in on the deal? Are we required to bring this colleague in for a cut of the GP pie? Are there restrictions to just giving this colleague a fee for bringing folks to the table? I was doing some research and came across Rule 3(a)4(1) but I did NOT understand it. So here I am, asking for input from the collective knowledge of you folks. :) 

Appreciate your insight!

You definitely need to discuss this with your SEC attorney but Short answer is you can not give people a piece of the deal or compensate them for raising capital for your deal. You can pay them a referral fee for making an introduction but that’s it.

 Here are a couple resources regarding your question

https://www.premierlawgroup.ne...

https://www.crowdfundinglawyer...

Check out their YouTube videos about your question.