SYNDICATION BASICS

What is the SEC’s role

Basics:

The U.S. Securities and Exchange Commission (SEC) is integral to the regulation and oversight of multifamily syndications. It seeks to protect investors and ensure strict adherence to federal securities laws. Here are the main aspects of the SEC’s role in multifamily syndication:

• Securities Regulation:

  • Multifamily syndications involve the offer and sale of securities wherein investors provide capital in return for an ownership stake in the real estate venture.
  • Such securities are subject to federal laws, notably the Securities Act of 1933. This Act mandates that the offer and sale of securities either be registered with the SEC or be eligible for a registration exemption.

• Investor Protection:

  • The SEC’s core objective is safeguarding investors and ensuring markets operate fairly and efficiently.
  • It obligates syndicators to deliver complete and transparent disclosure of all crucial information about the multifamily investment, including property details, the business model, potential risks, syndicator’s background, and financial specifics.

• Regulation D Offerings:

  • Many multifamily syndications leverage exemptions under Regulation D of the Securities Act, predominantly Rule 506(b) or Rule 506(c).
  • These exemptions allow capital raising from accredited investors and occasionally, a restricted number of sophisticated non-accredited investors, without SEC registration. Nevertheless, syndicators must meet certain disclosure criteria and abide by anti-fraud rules.

• Anti-Fraud Enforcement:

  • The SEC actively champions anti-fraud measures, curbing dishonest practices in securities’ offer and sale.
  • Syndicators are compelled to provide factual and precise information to investors and must avoid misrepresentation or omission of significant details.

• Enforcement Actions:

  • The SEC possesses the power to probe and initiate enforcement actions against individuals or entities found engaging in illicit or fraudulent activities connected to multifamily syndications.
  • Actions might include civil penalties, disgorgement of ill-acquired gains, and injunctive relief.

To guarantee legal and triumphant multifamily syndications, syndicators must adhere to SEC regulations and consistently prioritize transparency with their investors.

What is an Accredited Investor?

The term “accredited investor” refers to an individual or entity that satisfies specific financial requirements set by the U.S. Securities and Exchange Commission (SEC). Being recognized as an accredited investor permits one to participate in certain private securities offerings which aren’t registered with the SEC. This classification indicates a greater financial acumen, allowing these investors to handle the inherent risks of investing in unregistered securities.

For an individual to be regarded as an accredited investor, they must meet one or more of the criteria below:

• Annual Income:

  • An individual should have had an annual income surpassing $200,000 in each of the previous two years.
  • If married, the combined income with the spouse should be over $300,000 in those years. This income level is expected to be maintained or exceeded in the ongoing year.

• Net Worth:

  • The individual’s net worth (primary residence excluded) should be a minimum of $1 million. It’s pertinent to note that this criterion applies to both individuals and married couples.

The distinction of being an accredited investor unlocks avenues for private investments, venture capital endeavors, hedge funds, and other offerings typically not accessible to non-accredited investors. The premise for this definition is that those meeting these financial benchmarks are assumed to be sufficiently equipped to handle the potential risks tied to investing in unregistered securities due to their elevated financial status and familiarity.

It’s noteworthy that this definition might be subject to change in the forthcoming period, with discussions in legislative circles pointing towards elevating the benchmarks for both annual income and net worth.

Who puts up the capital?

In a multifamily deal, the capital required for the acquisition is typically sourced from three main parties: the general partners (GPs), the limited partners (LPs), and a lender.

General Partners (GPs):

• The general partners are the individuals or entities responsible for identifying the multifamily investment opportunity, structuring the deal, and managing the property’s day-to-day operations. GPs often act as the sponsors or syndicators of the deal.
• GPs usually put up a portion of the equity required for the acquisition, which is known as the “GP capital” or “skin in the game.” This investment demonstrates their commitment to the project’s success and aligns their interests with those of the limited partners (LPs). The GP’s capital contribution is typically a smaller percentage of the total equity needed for the deal.

Limited Partners (LPs):

• Limited partners are passive investors who contribute capital to the multifamily deal but do not actively participate in the property’s management. LPs invest in the deal through a private placement or syndication offering, pooling their capital with other LPs to collectively provide the majority of the equity required for the acquisition.
• LPs receive an ownership interest in the multifamily property and are entitled to a share of the profits generated from rental income and property appreciation. They benefit from potential cash flow and appreciation without the day-to-day responsibilities of property management.

Lender:

• In addition to the equity provided by the GPs and LPs, a lender, such as a bank or financial institution, supplies the remaining capital needed for the acquisition in the form of a mortgage or loan. The lender assesses the property’s value, the financial strength of the sponsors (GPs), and the overall risk associated with the investment before approving the loan.

How is ownership divided

In a multifamily syndication, ownership is typically divided between the general partners (GPs) and the limited partners (LPs). The specific ownership structure can vary based on the deal’s terms and negotiations between the GP and the LPs. Here are the typical ways ownership is divided:

General Partner (GP) Ownership:

• The GP’s ownership stake is often earned through their contributions, efforts, and expertise in managing the investment.

• GP ownership is commonly structured in two main components:

  1. GP Capital Contribution: The GP usually contributes a portion of the equity required for the acquisition, known as the “GP capital” or “skin in the game.” This contribution represents the GP’s financial commitment to the deal and aligns their interests with those of the limited partners (LPs).

  2. General Partner Promote (Promote): The GP may also receive a share of the profits above a certain threshold or preferred return to the limited partners. This additional share of profits is known as the “general partner promote” or simply “promote.” It acts as an incentive for the GP to maximize the investment’s performance and achieve superior returns.

Limited Partner (LP) Ownership:

• Limited partners are passive investors who provide the majority of the equity needed for the acquisition. They participate in the deal through a private placement or syndication offering. LP ownership is proportionate to their capital contributions.
• The LPs collectively hold the majority of the ownership stake in the multifamily property. They receive a pro-rata share of profits generated from rental income, property appreciation,