Real Estate Syndication is rapidly becoming more popular as commercial real estate investors seek to finance and structure larger deals and more individual investors consider these alternative assets for their portfolios. Many want to step up to create their own syndication. This can be complex from the start because there are a variety of ways to organize and many different variations of how money is funded and raised, returns on investments are offered, and how profit sharing is earned.
Below are a few options for structuring syndications:
Legal & Organizational Structures
Real estate investment trusts have historically been a key option to put together large real estate deals and portfolios. They can be either privately or publicly traded and listed on stock exchanges. REITs can actually be organized as corporations or trusts. They differ from other options as they must pay out at least 90% of their taxable income in dividends. In addition, you need at least 100 members to create a REIT. No fewer than five people can hold more than 50% of the shares.
Limited liability companies (LLCs) are one of the most common for structuring large investment deals. With an LLC, you will have managing members who will be sponsors or active organizers and investors, as well as passive capital investors who will be classified as regular members of the LLC. These entities offer a vast amount of flexibility in how it is controlled and returns are shared, as well as in how taxes are dealt with.
Limited partnerships (LPs) are also very common syndication structures for sophisticated investors. These include a general partner (GP) who acts as the organizer or “sponsor” and who will take care of the active investing. Limited partners are passive investors who provide funding for projects. Many believe partnerships have a longer and more established history and legal precedent for limiting taxes and providing truly limited protections.
Fundraising, Fee & Payout Structures
Debt vs. Equity Fundraising
The two main types of syndications involve raising debt financing or equity capital. Each has its unique advantages. Some funds use their capital to either invest in hard real estate assets or paper assets in the form of mortgage notes. Then there are mixed models that do both or versions that combine private capital or debt with commercial mortgage loans.
In other structures, the sponsor will promote and offer preferred returns. This means that those passive partners are owed a predetermined rate of return on their money before the sponsor can take any profit share. Only after those dividends are paid does the sponsor get to participate in the profit action.
The most common preferred return is a 7-8% preferred rate of return, followed by a 75/25 split of profits after that, with the sponsor receiving the smaller portion share. A preferred return simply means those investors get paid first. Only after they have been paid the promised rate of return can the sponsor get a split of the remaining profit.
Straight Equity Split
Syndicators can give their investors straight ownership splits. A majority split going to investors such as a 90/10 split is quite normal, however, this can vary. Returns will be split according to ownership or share percentages. For example; if the deal makes $100,000 next quarter, the sponsor takes $10,000 of the profit. The balance is split accordingly among the other investors.
Sponsors have a variety of other ways to earn and profit in syndications as well. Some try to structure their deals in a way that gives potential investors a lot of confidence because interests need to be closely aligned for the long term. Others are very good about balancing this with earning enough to fuel their team to do the best work at every stage of the process. After all, it takes a great deal of time and money to pull everything together. This often means earning fees at acquisition, securing funding, refinancing, managing construction, facilitating property management, and overseeing the liquidation of assets.
It is also very important for syndicators to know their costs. In addition to standard transactional and property management costs and lender fees, there are going to be extra expenses. Plus, fundraising can take up most of your time at the beginning. This may include SEC attorney fees, technology, and certainly a great deal of marketing.