Hey everyone, I really appreciate the amount of interaction this post has received. Many thanks to the contributors, especially J. Scott.
I think I need to be more clear about what's going on.
1. This deal hasn't officially formed yet. It's in the planning stages. We have an LOI and the seller has verbally agreed, but no contract has been signed.
2. the property is a northern VA hotel, bed & breakfast, and a restaurant. The owner is spread thin, doesn't need the money, and wants to sell.
3. The proposed structure has me being one of (4) GPs. GP1 is a restaurant owner himself and will run the day-to-day. GP 2 & 3 found and negotiated the deal. I'm GP 4. My role is to help raise capital. Since most of the work has already been done, I'm being offered 10% equity. GP1 is getting around 40%, GP2 & GP3 are splitting the other 50%. None of the GPs are bringing any money to the deal.
4. The Offering is $800,000. That's the downpayment and some reserves. The deal will generate a 25% annual return for LP investing capital.
5. There are 2 LPs that have verbally committed to $300,000. The other GPs want me to raise the remaining $500k.
6. I have a pretty robust entreprenurial network and should be able to raise the money.
7. My 10% equity generates about $4000 a month for me. One of the GPs suggested that I could bring the $500k as an LP, which would earn 25%. They suggested I arbitrage the $500k I raise, meaning I offer my "sub-investors" a lower RoR of say...15%. In that scenario, the RoR would be $125,000, $75,000 of which would go to my sub investors, leaving me with $50,000.
8. The deal will be registered as a 506(b), and LLC will be formed with all proper documents, (PPM, OA, Questionnaires, etc).
That's probably enough background. So my questions are:
1. Is this legal?
2. What are the tax implications for me if it is, and
3. Is there a better way to raise the $500k? Would I be better served to offer individual promissory notes to my personal investors for their RoR?
Thanks so much for your attention on this! I really do appreciate it!