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All Forum Posts by: Matt Ward

Matt Ward has started 5 posts and replied 213 times.

Post: Seeking advice: syndication term sheet and legal documents

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:
Originally posted by @Ben Leybovich:
Originally posted by @John Corey:
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:

@Ben Leybovich please elaborate?

 Matt, I'm simply saying that the overhead for a PPM and all that comes with it is too much for smaller deals.  

Ben,

To put a bit more meat on the bones for readers who are not used to syndications, what would you expect to pay for the 'overheads' if the deal size was $4M? Just a round number so others have an order of magnitude estimate.

 Well, the PPM and SA will cost you $25,000. Local attorney will cost another $7,000 - $10,000.

These costs are the same regardless if the deal is $500,000 or $5,000,000. But, obviously, on a $500,000 deal these costs alone constitute 7%. It gets hard to underwrite returns having loaded the deal with these costs.

Additionally, there's an engineering inspection, appraisal, survey, etc. And, they don't cost much less on a $500,000 deal than $5MM. 

 While I don't disagree entirely, curious to hear your thoughts:

Generally whether a PPM is required or not depends on 1) which exemption is being used 2) type of issuer 3) number of investors 4) level of sophistication of investors 5) amount of money being raised & 6) complexity and terms of the offering.

No PPM is "required" for offerings of <$5M

I am not a lawyer so would be happy to have one chime in :)

Regarding the Cost Seg, I have worked with and seen many studies on behalf of clients in addition to the cost benefit of such studies.  For the most part, a study on a $500k property WILL cost less than a $5M property.  If the firm needs to send 1 engineer out to a single building property at let's say 15k sqft, they will bill less than say sending 5 engineers out to a 80k sqft 5 building property.

Just my thoughts based on experience.  Thanks for yours as well.

 I am not an attorney, however:

whether you choose to do a PPM or not has nothing to do with the amount being raised, but the operational structure. If you want to run a democracy partnership, otherwise known as a nightmare, then you don't need a private placement. If you want to operate the deal with everyone else silent, then you need a limited partnership structure, which is going to require a private placement.

I think under Reg D, Rule 504 there is an exemption for registering securities offerings of less than $5M w/in a 12 month period. The specifics escape me. Additionally, your operating agreement can define the structure of your LLC to the extent you have silent LPs. I guess my overall point is that the cost you outlined in the original post was presented as a "one size fits all" pricing, which is where I beg to differ. That is all.

 It is one size fits all. Unless, of course, you are suggesting that someone who knows absolutely nothing (as is evidenced in the original post) raises money from people without the council of a securities attorney. Are you really suggesting this? 

I mean, I know advice on BP has been rolling downhill for a while, but this would take the prize!

 You said that a PPM will cost $25k no matter the size of the deal and a local attorney will cost $7-10k no matter the size of the deal.  I am telling you that is simply not the case.  It can cost more or less based on the size of the deal.  I have seen the balance sheets.

Frankly I'm not sure how you arrived at your conclusion based on my last comment....

Post: Seeking advice: syndication term sheet and legal documents

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:
Originally posted by @Ben Leybovich:
Originally posted by @John Corey:
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:

@Ben Leybovich please elaborate?

 Matt, I'm simply saying that the overhead for a PPM and all that comes with it is too much for smaller deals.  

Ben,

To put a bit more meat on the bones for readers who are not used to syndications, what would you expect to pay for the 'overheads' if the deal size was $4M? Just a round number so others have an order of magnitude estimate.

 Well, the PPM and SA will cost you $25,000. Local attorney will cost another $7,000 - $10,000.

These costs are the same regardless if the deal is $500,000 or $5,000,000. But, obviously, on a $500,000 deal these costs alone constitute 7%. It gets hard to underwrite returns having loaded the deal with these costs.

Additionally, there's an engineering inspection, appraisal, survey, etc. And, they don't cost much less on a $500,000 deal than $5MM. 

 While I don't disagree entirely, curious to hear your thoughts:

Generally whether a PPM is required or not depends on 1) which exemption is being used 2) type of issuer 3) number of investors 4) level of sophistication of investors 5) amount of money being raised & 6) complexity and terms of the offering.

No PPM is "required" for offerings of <$5M

I am not a lawyer so would be happy to have one chime in :)

Regarding the Cost Seg, I have worked with and seen many studies on behalf of clients in addition to the cost benefit of such studies.  For the most part, a study on a $500k property WILL cost less than a $5M property.  If the firm needs to send 1 engineer out to a single building property at let's say 15k sqft, they will bill less than say sending 5 engineers out to a 80k sqft 5 building property.

Just my thoughts based on experience.  Thanks for yours as well.

 I am not an attorney, however:

whether you choose to do a PPM or not has nothing to do with the amount being raised, but the operational structure. If you want to run a democracy partnership, otherwise known as a nightmare, then you don't need a private placement. If you want to operate the deal with everyone else silent, then you need a limited partnership structure, which is going to require a private placement.

I think under Reg D, Rule 504 there is an exemption for registering securities offerings of less than $5M w/in a 12 month period. The specifics escape me. Additionally, your operating agreement can define the structure of your LLC to the extent you have silent LPs. I guess my overall point is that the cost you outlined in the original post was presented as a "one size fits all" pricing, which is where I beg to differ. That is all.

Post: Seeking advice: syndication term sheet and legal documents

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Ben Leybovich:
Originally posted by @John Corey:
Originally posted by @Ben Leybovich:
Originally posted by @Matt Ward:

@Ben Leybovich please elaborate?

 Matt, I'm simply saying that the overhead for a PPM and all that comes with it is too much for smaller deals.  

Ben,

To put a bit more meat on the bones for readers who are not used to syndications, what would you expect to pay for the 'overheads' if the deal size was $4M? Just a round number so others have an order of magnitude estimate.

 Well, the PPM and SA will cost you $25,000. Local attorney will cost another $7,000 - $10,000.

These costs are the same regardless if the deal is $500,000 or $5,000,000. But, obviously, on a $500,000 deal these costs alone constitute 7%. It gets hard to underwrite returns having loaded the deal with these costs.

Additionally, there's an engineering inspection, appraisal, survey, etc. And, they don't cost much less on a $500,000 deal than $5MM. 

 While I don't disagree entirely, curious to hear your thoughts:

Generally whether a PPM is required or not depends on 1) which exemption is being used 2) type of issuer 3) number of investors 4) level of sophistication of investors 5) amount of money being raised & 6) complexity and terms of the offering.

No PPM is "required" for offerings of <$5M

I am not a lawyer so would be happy to have one chime in :)

Regarding the Cost Seg, I have worked with and seen many studies on behalf of clients in addition to the cost benefit of such studies.  For the most part, a study on a $500k property WILL cost less than a $5M property.  If the firm needs to send 1 engineer out to a single building property at let's say 15k sqft, they will bill less than say sending 5 engineers out to a 80k sqft 5 building property.

Just my thoughts based on experience.  Thanks for yours as well.

Post: Seeking advice: syndication term sheet and legal documents

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160

@Ben Leybovich please elaborate?

Post: for all you who think the bay area is going to crash read this.

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Johnson H.:
Originally posted by @Medi Sarwary:

@Johnson H.Maybe this question is to generalizing but to meet that 50% down, the typical 5+ MF investor in the bay is a high net worth individual or is it a syndication?  

Depending on the size of the property, it could be a number of buyers which include individuals, partnerships, nonprofits, flippers, syndications, hedge fund/private equity, REITs and institutional money. 

There is a lot of stealth wealth in the Bay Area with folks able to drop a million down payment easily but they are the millionaire next door type. They can be folks working in the tech sector for 5-20+ years, doctors, business owners, etc the folks that have high incomes and have saved or let it compound in the stock market all this time. It is also folks that bought a house in prime parts of the Bay Area 20 years ago and are sitting on a boat load of equity. There are just a lot of folks with a lot of money but they don’t flaunt it. 

I met one seller that owned over 100 units in SF mostly bought after the crash. He was getting ready to sell his 18 unit building working on it with his two helpers. He looked like an ordinary guy but after speaking with him, he was laser focused on real estate. He said he started from the bottom owning in Oakland and continued to invest over a few decades to get to where he was now. Besides myself offering on this building as a syndication, there was a nonprofit that was the highest bidder but not winning, a group offering all cash from the north bay and and the ultimate winning buyer after the building fell out of contract twice if I remember correctly was financed. 

The largest owner of real estate in SF is a private company fueled by institutional money born out of the crash. There are syndications that operate in the Bay Area. Many of them operate quietly and many of them already have the money they need from high net worth clients which is why you rarely see Bay Area projects on crowdfunding sites. Although it’s a capital intensive business, the return on equity is solid from the MFH I’ve seen flipped on the market. 

For myself, I have a few partners that see eye to eye with me on buying MFH. With my conservative underwriting and the long term potential of owning in SF, I think I have the appropriate margin of safety with my offers at this point of the cycle. There are a lot of strategies in real estate but I do believe most people would be served well investing in their own backyard.

 Agree 100% and I'm in a very similar position, and feel very good about it.

Post: for all you who think the bay area is going to crash read this.

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Johnson H.:
Originally posted by @Andrew Brewer:

The question I always have with this is how can you afford to own with no cashflow? I continually hear of people that buy hoping to cash in on appreciation, which seems to have worked for some people but at the same time I wonder how the numbers work. If you're looking at a monthly payment of $10,000+ every month and you know that rent won't cover all of it how do you do it(especially if you have multiple properties)? Or is it just that people that can afford to invest this way simply have enough income from their W2 or other investments to be able to cover the difference every month.

For 5+ multifamily buildings, lenders usually require enough down payment to have the building cash flow at a minimum of 1.15-1.25x debt service coverage ratio (DSCR). For these types of buildings in the Bay Area, this will take anywhere from 30-55% downpayment or more. Also, if you buy a building with all cash, it should cash flow on day one :) But you are right for 1-4 family buildings and only put 20-25% down, you probably won't cash flow on day one if you get a regular loan. However, I know investors getting interest only loans for 3-10 years with 35% down and great rates and they have breakeven cash flow. I think its safe to say in 10 years we should see higher rents and they can refi and be in a better cash flow position, especially if they are buying mismanaged buildings with below market rent. I agree you need holding power and proper reserves when you invest, but that is true if you invested anywhere.

You have to buy right and see past day one numbers and employ value add strategies. The successful investors that I know are minting cash flow in the bay area. There are a lot of strategies being employed to get this cash flow and create value. No one will hand you a deal in the bay area unless you are a known player that has a track record of being a closer. You have to go out there and find it yourself.

Here is a great example of what my investor friends and I have been talking about recently. There was a 20+ unit building with very low and less than half market rents in a rent control city sold early last year. It's now listed on the market fully rehabbed fully occupied with market rate rents for almost double the price. There is a lot of money to be made if you can figure out how they operator did this. 

Folks say there are no deals in the bay area including myself in the past but I have been proven wrong time and time again so I no longer say this. I've sold all my out of state properties to invest in the bay area. You can make money anywhere by buying right but you get rewarded over and over again by buying and holding in the bay area even if you didn't buy right or mismanage the building, I've seen it very often. 

 Great example!  You make the money on the buy!  While the deals I'm in (100% Northern California) don't cash flow immediately, they do after some rehab and rent raises.  At that point I have cash flowing investments in CA that are also worth significantly more (appreciation) than when I bought.... so I'm getting best of both worlds.  Sure it takes time (6-24 months) to complete the stabilization process, but if you understand this and are not "laser-locked" on high cash flow from day 1, this (in my opinion) is a much more balanced approach with mitigated risk compared to investing in a mid-west down with descending population and asset values that can't out-pace inflation.  I find that people who are not trying to replace their cash flow (W2), but are rather looking to subsidize it or all out just increase wealth, can see the forest through the trees a bit easier.

Post: for all you who think the bay area is going to crash read this.

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Frank Wong:

@Andrew Brewer

You don't buy in the Bay Area for cash flow.  The only play I see at the moment is asset preservation.  You have to go out of state for cash flow.  

As an investor buying at these prices and taking a negative cash flow loss each month and praying for appreciation is not investing its gambling.  I read a post of the lady takes a -$2,000 loss each month for Mtn View property.  Ouch!  That's painful.  Real life money leaving your real life checking account.  

Please don't show me a chart about how CA prices go up in next 10-20yrs. LOL. Can you hold that long for your exit?  Say that you can and it took 10yrs.  That means you had to change your life and take that negative loss each month.  Forget that!  Life is short, I am not eating top ramen for the next 10yrs I want sushi. =)

 I think if investors are willing to look just outside the Bay Area, say Sacramento or the valley, you can find opportunities for cash flow.  My experience is in multi-family, but I'm able to find opportunities that provide cash flow after 12-18 months of stabilization.  Sure, its not 10%+ cash flow from day one like Detroit or Columbus or *wherever* in the midwest... but with patience during the first year you can reap the rewards of the appreciation in CA markets through value adds, and force some cash flow too.  Given where we are in the cycle, this is a better position to be in vs. buying low (or negative) adjusted gain assets in OOS markets.  Of course, this is my opinion only.

Post: David Greene's method in podcast 327

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Jay Hinrichs:
Originally posted by @Matt Ward:

@Jay Hinrichs what would YOU do with the $500k LOC?

I would use it to secure a a secured line of credit and then lend money to the flippers.. when I had my HML company 500k of liquid funds like this got me a 2 mil dollar line.

I lend it at what ever the street rate is plus points..  easily make 250k a year on this.. or you can keep stacking up 200.00 a month rentals if you want that brain damage..   I mean there is one thing bout being a mom and pop buy and hold I get that and that's great for those.

but if you have the wherewithal to secure a 500k LOC.. why not use it to its full advantage.. you would also leverage it and do flips and make again 200k plus per year 120 to 140k net in your pocket.. lots of things..

I mean this BRRR for some reason folks think it was invented in the last 5 years.. when I was in my HML days I did 40 of these a month for investors all over the country ALL turn key worked in the BRRR method. it was only when financing for rentals collapsed did turnkey change its model to fully finished houses.. they were all BRRR before 08..

Yep, great points. I don't dabble in SFH or BRRRR - stick to multi-family. Haven't gotten in to the lending side but this is great perspective. Thanks as always!

Post: David Greene's method in podcast 327

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160

@Jay Hinrichs what would YOU do with the $500k LOC?

Post: How can I show depreciation for my properties? Tips?

Matt WardPosted
  • Specialist
  • San Francisco Bay Area
  • Posts 221
  • Votes 160
Originally posted by @Eamonn McElroy:

@Matt Ward

Feel free to send me what you're looking at.  Happy to take a look.

Form 4797 > Sch D / Sch D worksheets are set up to calculate unrecapped Sec 1250 gain as "allowed or allowable" IIRC.

 Sent via PM