Syndicating deals offers investors the opportunity to take down larger deals using other people’s money while providing a great return for everyone in the deal. Of course, all that sounds good, it’s easy for an inexperienced syndicator to get caught up with problems that may outright kill the deal, incur heavy fines with the SEC or even jail time.
When it comes to the world of investing, there are always risks. As a syndicator, it is your job to reduce these risks and fulfill your promise to your investors and stakeholders. This means putting together your operational team, the asset, and the financing in a way that have returns that are not only credible but also attainable. We can’t get caught up with our cognitive biases and say everything will go 100% to plan. For example, let’s say you have a deal in a marginal area. If a major employer closes shop in the area, it may cause the economic vacancy to skyrocket. You then may have trouble covering the debt service. These are the things you need to consider. Very rarely do things go perfectly. You need to build a margin of safety in your deals and include that margin in your bottom line numbers - from the purchase price to the returns.
Aside from the margin of safety all investors need to have, here are the 5 mistakes I've seen syndicators make when putting a deal together:
1) Bad Partners
The General Partnership must have experience in all aspects of the asset class you are working on. If it's a rehab, one of the partners needs to be a specialist at construction. If it’s a new build, a partner must have experience running large projects. In my opinion, they should also have experience navigating the last downturn, and that should be included in your discussions with investors. If your team doesn’t have experienced partners, coaches or mentors, there is a greater risk of failure. Again, you want to reduce failure as much as possible.
Aside from rounding out the team with great management, accounting and legal resources. You need to make sure that the team at large are all on the same page. When the partners start having problems, so does the property and the investors. If you have a goal of getting to 10,000 units, but your partner only wants to do single family homes, chances are the partnership will fail. If your partner is willing to work 100 hours a week on a deal, but you can only commit 10 hours a week, the partnership will have problems. Outlining the overall objectives for the partnership is one of the major downfalls of new syndications. Partnerships are like marriage: easy and cheap to get in; difficult and expensive to get out. Set the expectations early on.
2) No Legal Diligence with the SEC
Syndicators don’t realize it, but when they are getting a syndication deal together, they are issuing a security. This means they need to comply with the securities laws governed by the Securities and Exchange Commision. When people think of a security, they only think about a stock, bond, mutual fund, company share or something along those lines. However, the SEC will also classify a security as a promissory note or profit sharing agreement. To avoid trouble with the SEC, the rule is: if your investors are passive and you are doing all the work, you are now dealing with a ‘security’ that has oversight of the SEC. This means that before you take any money from an investor, you must have the documents drafted and registered by a securities attorney and have them sign off before wiring any money to the business bank account.
Another mistake when it comes to the legal side is advertising the deal. If you are working with your attorney to register the security as a 506B, you are not permitted to start running advertisements to raise money. In fact, you must have a substantive relationship with the investor before they can get in the deal. This does not apply if you are doing a 506C or crowd funding the deal. In any case, you need to take care anytime you talk about past or present deals and returns to your investors. Your SEC attorney can outline what you can and cannot say on social media or your website.
3) Not Lining Up the Right Debt & Enough Equity
More often than not, syndicators underestimate how much equity they will need to close and also renovate post close. As you can imagine, this has some very negative effects. Cash will get tight so they start cutting corners on the repairs. Once that starts happening, the good tenants leave and they start taking on any class of tenant just to keep occupancy up. This translates into lower gross revenue and kicks off a downward spiral that is tough to stop without an injection of cash equity.
Speaking of cash equity, it always takes more time to raise the money from investors than you think - even if they say they will invest. Sometimes they commit verbally, but don't actually sign the document. Other times, they need to move the money from an IRA. This can add anywhere between 15 to 30 days before the funds are in your account. If they can't make the deadline, you could come up short. This is why you should always have a full pipeline of investors ready to get into your deals. This is done by continually talking to new people and getting verbal commitments ahead of time. That way, if someone leaves you hanging after giving you a $200,000 commitment, you have other people you can turn to for the money. Raise the money fast and raise it as early as possible. Always be out there talking to prospective investors and make your pitch. This is the best way to prepare for the worst case scenario and don't end up stressing at the closing table.
On the debt side, you need to find the right loan for the project. For most of you out there, you are jumping directly into a deal. Sometimes, you need temporary financing to get it done. For instance, if you get a bridge loan on a deal, make sure the balloon is long enough for you to make the necessary rehab to refi. If you think it will take 24 months to complete the rehab and they offer a 12 month balloon, don’t take it. Have your lender broker present options for financing the deal. Options should include a variety of leverage, rate and term options with a debt structure that is reasonable . You also need to make sure the lender can perform. Keep close tabs on them and get regular weekly meetings on progress. Never let them burn up your financing period.
As a side note, I recommend that you put a 2 week extension in your purchase & sale agreement just in case you need more time to wrap up the debt or equity. You may need to put up another $5,000 to $10,000 in earnest, but it can really help you out of a jam.
4) Underestimating the Property
Property underwriting is one of the first things you should be doing when considering a deal. This means checking the data sources that show things like income and job growth and how they sit with the national average before you get too excited. If you think there may be a deal, perform some stress tests to see how the returns look under different occupancy, rent and expense scenarios. Keep your scenarios simple and do not get overly optimistic. Your assumptions should be conservative across the board so there must be enough upside potential. You will also want to include them in your investor offering document so they can see you did your homework.
If the property is in a “path of progress” or in an area of gentrification, get proof of it before you go with what the broker says. You can't make a property better than the neighborhood it's in. If the area is rough, crime and vandalism will be an issue. The tenants won't be able to justify the higher rents for living at the property and you will have problems getting the return you promised. Again, if you are going after these areas and property classes, make sure you have a partner that is experienced.
5) No Communication with Your Investors
If you really want to impress your investors, set the expectation up-front and beat it. This does not mean making guarantees and putting your integrity at risk. This means finding good deals, analyzing them conservatively, operating effectively and generating returns that beat your projections. For instance, if you promise a 10% cash on cash return and deliver a 12.5% return, you will look like a hero. You just need to KNOW that you can beat that 10% you promise. Also, if you ever give a range of a return - say, 10% to 12% - the audience will always hear the larger number. So, be aware of this!
Once the investor is in the deal, keep in close contact with them. Update them every month for the first 6 months then quarterly afterwards by email, call or both. Take photos and videos and share with them so they can see what you are doing. Let them know you are doing everything you can to hit your targets and make the deal profitable. If you post weak numbers because of some surprise expenses, remain transparent and take responsibility for the problem. Always be ready with a solution.
As a side note, make sure you have a good CPA with you on the calls to assist with any questions. They should also be working on getting critical tax documents out for tax time before they are needed.
Any sophisticated investor will look at the property, the sponsors and the financing to determine if it meets their risk level. They will also look at the expected return, minimum investment amount and exit strategy. Make sure you stay on top of these 5 things and the acquisition should go smoothly.
Anyway, have you ever heard of anyone making these pitfalls? Maybe you experienced them yourself? Let me know! I look forward to chatting with you.
Be Bulletproof
Agostino