Equity in MF deal instead of fees for referral?

[Yonah Weiss]

Have you ever seen a broker or an equity raiser being compensated by giving them a share of the equity of the deal as opposed to a simple cash commission?

If so, what would that look like?

Two different scenarios have recently arisen, and I don't know the proper structure, or if there is any type of standard.

1) An apartment investor found an off-market deal directly to the seller, but it doesn't fit their specific investment model (too small - around 60 units), but the deal makes sense for someone who does invest in that size. Since there is no broker involved on the deal, the investor, would like to take a 'finders fee', but offered to take a portion of the equity instead of cash. 2-3%

2) An equity raiser, who is bringing LP investors to a deal normally could be compensated between 1-3%, but would prefer to take an equity stake in the deal, as opposed to cash.

Could they be given a portion of equity without actually putting in money? Or do they need to actually get paid, and then return that money into the deal? The latter doesn't make sense to me, since payment usually happens at closing.

Any insight would be appreciated.

[Greg Dickerson]

Originally posted by @Yonah Weiss:

Have you ever seen a broker or an equity raiser being compensated by giving them a share of the equity of the deal as opposed to a simple cash commission?

If so, what would that look like?

Two different scenarios have recently arisen, and I don't know the proper structure, or if there is any type of standard.

1) An apartment investor found an off-market deal directly to the seller, but it doesn't fit their specific investment model (too small - around 60 units), but the deal makes sense for someone who does invest in that size. Since there is no broker involved on the deal, the investor, would like to take a 'finders fee', but offered to take a portion of the equity instead of cash. 2-3%

2) An equity raiser, who is bringing LP investors to a deal normally could be compensated between 1-3%, but would prefer to take an equity stake in the deal, as opposed to cash.

Could they be given a portion of equity without actually putting in money? Or do they need to actually get paid, and then return that money into the deal? The latter doesn't make sense to me, since payment usually happens at closing.

Any insight would be appreciated.

Yes this is all negotiable. The equity in leu of fees would generally be on the LP side and equivalent to the same as a cash investment.

 You need to run this by an SEC attorney to make sure you follow the rules for capital raisers. You can not compensate people for raising capital by giving them a percentage related to the amount of money they raise. You can pay them a finders fee so the equity would need to be classified as a finders fee.