Does this fall under Syndication and SEC Reg D?

[Rich P.]

Typical syndication offerings that fall under the Reg D exemption include raising of equity for initial acquisition of an asset or lot for potential development. If an owner who already owns a lot wishes to JV with contractor/developer to build an asset, would this fall under same typical legal structure?

I am assuming easiest structure is a GP/LP LLC set up where title for land is owned by the LLC. There is no initial 'equity' placed into fund because LP brings lot to deal as equity value. The value of the land will be LP's equity in the deal for example. Debt will be placed to fund development/construction (GP's role). Then suppose GP/LP agree on pref rate up front (based on land value already agreed on) and profit split upon sale......how would you structure this deal? I will obviously seek RE attorney to implement structure but wanted thoughts here. One question I would have is how the LP is protected if say all goes to hell. They should still get that equity and lot ownership back. I was not sure how title would be carried in the venture. I thought the GP/LP structure is good because GP must retain managerial role (LP should not be involved in that) to keep it clean.