SEC, Regulations, and other peoples money (OPM)

[Jacob Huston]

Hello all, newbie here with a question for any RE attorney or veteran of using OPM for purchasing real estate. 

Suppose that I have a deal sitting on my desk but no money to fund it. I have a personal relationship with someone who has the money to fund my deal, and is looking for deals. Suppose that I want to offer them a preferred return on their invested capital and then split what is left over according to a negotiated split percentage. At this point would I be considered to be marketing a security to them? Presumably that comes with some required SEC fillings and additional regulatory concerns. Or am I in safe harbor under 506(b) since I have a personal relationship and am not publicly marketing the deal. Any information or direction to where I can read up on this is much appreciated. 

Thanks yall.

V/r,

Jake

**This post is a request for information only. Nothing in this post should be taken as a solicitation. Any inquiries about the specific deal will not be responded to.**