Passive Real Estate Investing via Syndications
Learn the basics: how to invest and what you can expect, terminology to know, and concepts involved in vetting
*Please note, we are not licensed real estate, investment, accounting, legal or related licensed professionals, and you should do your own due diligence and confirm the information presented here before making decisions on the basis of information presented on this page.*
What is an accredited investor?
What is a syndication, and what are the potential pros/cons of passive investing?
In a real estate syndication, you are pooling money, skills, and resources with others to buy an investment larger than you could typically buy on your own. You will share the profits or if applicable, the losses. Examples of asset classes people use syndications to invest in are multifamily apartment buildings, office buildings, retail complexes, self storage facilities, hotels, student housing, mobile home parks, research facilities, and data and cloud storage facilities. Investing in real estate syndications offers you the potential for diversification of your investments in an asset class grounded in physical property, cashflow from rents or income, capital appreciation from increase in value of the property, and tax advantaged income. Like with any investment, there is always a risk of loss of capital. Additionally, investing in real estate is less liquid than the stock market. Typically, when you invest in a real estate syndication, your assets are tied up for the length of the deal, and as a passive investor, you do not have control of the timeframe of a deal.
How do these projects make money?
Projects make money through cashflow from the income they generate (for example, through rent) and/or appreciation of the property itself. Some deals involve ground up construction (development deals) where an asset is actually built, while others involve taking an existing asset and making it better by improving the physical asset and increasing rents/valuation or increasing the efficiency of the investment (value add deal and yield play, respectively), and others simply run a stabilized asset and count on appreciation.
Who are the parties involved in a syndication?
Syndications are usually structured as a limited partnership or limited liability company (LLC). The person or company putting together the deal, the “syndicator” or “sponsor,”is usually the general partner (GP), and most of the investors are limited partners, or LPs.
The GP handles all of the details of the deal including finding the deal, putting together financing, and dealing with the day to day issues with the property and tenants. All decision making is performed by the GP, who is given equity in the deal for their work, and often also receives fees from the partnership related to the work that they do. They are responsible for most of the liability in the deal, and have to provide the guarantee on the loan financing if necessary. The amount of money a GP chooses to invest in the deal can vary quite a bit (but as an LP, you want the GP to have skin in the game). The GP will aggregate the other resources necessary for the deal such as lawyers, accountants, insurance policies, banks, employees, construction companies, management companies, appraisers, and more. In some cases the GP will be the property manager, whereas in others, the GP will outsource this to a management company.
The LP invests money into the deal and has the potential for capital appreciation and/or cash flow, but generally does not have any decision making capacity or responsibilities related to day to day operations. They also have limited liability.
This has the potential to be a win-win for everyone involved as it allows experienced real estate professionals to raise significant capital to buy and manage multimillion dollar real estate properties, and receive income during the hold period. Meanwhile, the LPs can reap monetary and tax benefits of owning real estate without related effort. Of course, the potential for financial loss also exists for all parties.
The operating or partnership agreement will spell out the arrangement, including who is in charge, voting rights, fee structures, what potential capital calls could look like, and what return structures, distributions, and dilutions will look like.
The private placement memorandum (PPM) is the document every investor must receive prior to committing their capital. It is long (often >50 pages), but you should read it in its entirety, and ensure you have a signed and executed copy of it before you wire your funds. It will outline every detail of the deal, and is the official legal documentation of everything you’ve agreed to in regards to the deal. It trumps everything else you’ve been told about the deal. Examples of things included are the details of the property being bought, the organizational chart and details of the sponsors, the structure and business plan of the deal, any known disclosures or risks, fees, expected proforma, potential for capital calls, and the order in which payments will be made and how they are structured.
Who can invest in a syndication?
Most real estate syndications you typically come across as an LP will come in one of two designations, 506(b) or 506(c), as defined by the Securities and Exchange Commission, (SEC). 506(b) entities are not allowed to solicit or advertise but in addition to having accredited investors, can have a limited number of non-accredited sophisticated investors. 506(c) entities can advertise and market their securities, but all investors must be verified accredited investors.
What is an accredited investor? The most common criteria used to determine accredited investor status as an individual is a net worth greater than $1,000,000 (excluding your primary residence) OR an annual income of $200,000 or greater (can also use $300,000 or greater jointly if married) for the last two years, with a reasonable expectation of maintaining the same income level that year. There are other ways to qualify as an entity or based on knowledge that you could look into if you don’t meet these criteria.
How/where can you invest in a syndication?
Typically, most people invest in syndications by working directly with a private syndicator or by investing through a crowdfunding platform. While crowdfunding platforms add a layer of fees/middlemen to the deal, when you are beginning investing in real estate or trying a new asset class or market, you may like to dip in at the lower minimums offered by the platform or may take comfort in the preliminary layer of due diligence a crowdfunding platform performs to ensure legitimacy of the sponsor and the deal. When starting out, it is great to get your eyes on as many deals as possible to get a lay of the land, market norms, terminology, and more. Some places to start looking are listed here. Crowdfunding sites may let you invest as little as $10,000, while most private syndicators these days have minimums of at least $50,000.
What does being an LP in the deal look like?
When you are investing in a deal passively, your activity is limited to finding sources of deals, deciding what you want to invest in, and sending in your money. As such, most of your effort is upfront in vetting the deal. Understandably, this is the hardest part. You’ll be told by everyone to “do your own due diligence” or “make sure you vet the deal,” which can be frustrating when you are first starting out and unsure if you’re doing this appropriately. Nobody wants to be responsible for you losing money, so you see disclaimers everywhere (speaking of, do your own due diligence before making decisions on the basis of anything you learn here ;)). Read below for how to vet deals.
Once you decide to invest in the deal, you will put in a “soft commitment” to hold your space. If they confirm that they are able to offer you a space, they will send you documents and the private placement memorandum (PPM), as well as the directions for how to invest. You (and your spouse or entity, if applicable) will sign the documents, receive executed documents, and then wire your money. Once you have invested in the deal, you will be hands off. The sponsor will usually have a way of communicating with you about the progress of and related updates about the deal, such as an investor portal, a newsletter, or investor calls. There may also be a financial statement that is regularly shared. If there is a preferred return in your deal and your investment is cash-flowing, you may receive monthly or quarterly distributions from the deal. Every tax year, you will receive a tax statement, typically a “K-1” that needs to be filed that delineates the profits and losses of the deal and any associated tax liability. The typical projected length of these deals tends to be between 3-7 years, but as an LP, you do not have control over this timeframe, and the sponsor will decide when it is the right time to sell.
What kinds of returns can you expect?
This is highly dependent on the current real estate market, type of deal, asset class, and level of risk taken. Always remember that past performance is not a guarantee of future performance. While you will hear about people talking about annual returns in the 10-20% or even in the 70% range, remember that it has been an exceptionally good decade for real estate investing. Any projection of returns should be supported by the business plan of the deal. In general, the more risk that you take, the higher the potential rewards (and losses) will be.
As an LP, how do you vet a syndication?
When it comes to investing in real estate syndications, doing your research is essential. It’s critical to have an understanding of the real estate deal itself, the market it is in, and perhaps most importantly, to properly vet your syndicator. For us, the process of vetting a deal comes down to three things - vetting the sponsor, vetting the market, and then vetting the deal itself.
Vetting the Syndicator
What has been your track record? When investing in a syndication, you are implicitly placing a significant amount of trust with the GP, as you relinquish complete control of your money once you hand it over. While past performance is not an indicator of future returns, it’s crucial to have an understanding of the experience of the GP on the deal. Is this the first time the syndicator is raising capital, or are they a seasoned professional who has managed and sold multiple properties for excellent returns? Are they currently managing other investments as well and adding this deal to a well-oiled machine? Do they have the capacity both personally and on their team to oversee the volume of projects they have? Is this a full time job for them, or is this something they do as one of a few different income streams? Obviously, the more focus they have on your deal, the better for you.
Have they been trustworthy and reliable and built a loyal following of investors? If they’ve had some deals which have gone poorly, what did they learn from it, how did the investors fare, and what systems have they put into place for mitigating similar risk in the future? Have they seen market downturns and what have they done to pivot? How did their assets perform during the last real estate boom?
Is the syndicator investing personally in the deal? You want to see the GP having skin in the game. If they are using someone else’s money for this deal entirely, they may be taking higher unsubstantiated risks in the investment, or be happy to collect fees without caring about the ultimate success of the project. Having their financial interests aligned with yours in the success of the project will give you more confidence that they have the incentive to get the best possible returns.
What are the fees? Every real estate syndication will have fees, typically used to pay salaries and other ongoing expenses. Some are one time fees whereas others are ongoing, and every project and syndicator charges different types of fees, so apples to apples comparison can be difficult. Much of this is reasonable, however, the higher the fees the lower the overall return on your investment. Don’t be afraid to ask where the fees go and compare them to other deals. Usually, the more risk and work that a sponsor is taking on, the more fees are involved. Examples include an acquisition fee, an asset management fee, a finance or refinance fee, a loan guarantee fee, a property management fee, a construction management fee, and a disposition fee. Some more depth on the more common fees we see:
Acquisition fee (0.5-3% of purchase price): A one time fee the syndicator charges for finding and acquiring the property. This is justified by the cost the syndicator incurs for finding deals, doing related due diligence and paying relevant parties (lawyers, accountants, appraisers, permits, etc). The syndicator usually factors in all the deals that they turned down in finding the ‘right’ deals. Try to avoid deals where the sponsor is double dipping by taking both an acquisition and a broker’s fee (usually 2-3% if they are also serving as the real estate broker).
Financing fees (1-2% of the original purchase price): A one time fee for securing financing
Loan guarantee fee (can be 1-3% of the loan) - compensates the guarantor of a loan for risk with a loan that requires a personal guarantee
Development fee or construction management fee (usually in ground up development or heavy value add deals, a larger fee ranging from 3-6%): Paid for overseeing a construction process, including architects/design, zoning or titles, actual construction, and stabilization
Property management fees (can be in house or through a third party and will vary depending on asset class): Routine repairs and maintenance, leasing, tenant management, rent collections, advertising, groundkeeping
Refinancing fee (0.5-2% of the loan amount): When debt is refinanced to extend the financing term or to take advantage of lower interest rates, thereby creating additional value in the deal
Asset management fee (1-2% of gross revenue of property): Covers the day to day costs of running the deal (bookkeeping, accounting, legal, employees, communicating with investors, managing third parties such as construction or property manager)
Disposition fee (1-3%): Preparing the property for sale and marketing it; again would be careful that there is not a separate broker’s fee
Who are their partners? Typically real estate syndications should have a team and multiple people involved. This includes real estate attorneys, real estate accountants, property management companies, general contractors, insurance agents, and loan agents. Learn who it is that they work with and what the reputations of those people are. Also check into what backup plans they have if something goes wrong with one of their contractors. Do they carry insurance and guarantees to ensure that their vendors’ fees don’t get out of control, or that unexpected setbacks won’t be overly expensive?
What are the asset types and markets in which they invest? Just like how a subspecialty physician will be an expert in that specific area of their field well, you want a syndicator who focuses on a specific property type and market. A real estate professional should have a deep knowledge of a specific asset type and real estate market through prior experience, and the more knowledgeable they are, the better informed and capable they should be with their deal. They will also have more ability to pivot or find help when challenges arise.
Vetting the Market
Although there are arguably good deals in any market, investing in a market with certain characteristics can help to mitigate risk. Ensure that state and local regulations are favorable towards investors and landlords. Investing in markets where you know there is strong population growth means that there will be an increasing need for housing, shopping, restaurants, etc. Similarly, investing in a market where there are several different industries that support the economy (banking, healthcare, industrial, etc) will protect you from the chance that downturns in a specific industry will significantly affect prices or jobs in the area. Jobs bring growth to a market, particularly if they are increasing in number or in median compensation. Ideally the unemployment rate in the area will be lower than the national average, and you want the median household income to be growing over the past few years. Looking at median household incomes will give you a sense of what rents are affordable as well as how much extra spending money there is to otherwise bolster the local economy. A general rule of thumb some people quote is that annual rent projections should be around a third of the median income. Good schools and low crime rates are reasons why people will choose to pay extra for properties located in certain areas. Look and see if people tend to buy or rent in the area, and what the availability of each option is. What is the median home price to buy ratio, and is it friendly towards renting instead of buying outright?
To make things more quantitative, you will want to look at comparable properties in the area. Check what occupancy rates in similar properties are. If there is low availability, this decreases your risk. What are comparable prices for units for rent at similar buildings in the area, and how does the current rent in the building you’re considering compare to those? Will the value-add price this property out of the renters and be unaffordable, or will the increased rent be a more accurate reflection of the market?
Vetting A Specific Syndication Deal
This is obviously the hardest part, as it requires the most knowledge of the structure, terminology, and financials of the deal. When real estate syndication opportunities arise, the deal sponsor should have performed a pro forma to analyze the deal. Typically when they make their presentation, there will be a pitch deck that hits the highlights, but be sure to review all the numbers. In the pro forma, the sponsor will have run a financial analysis looking at current property income and expenses (if its an existing building) and then what income growth looks like over the coming years. When you review their pitch deck, assess the current status of the property, the investment structure, where you fall within it and whether their interests are aligned with yours, whether you believe their assumptions about the potential appreciation of the property, what you view as potential risks to their assumptions are, whether you believe they’ve accounted for those in their projections, and whether the deal is in alignment with your personal financial goals.
We're going to split this up into multiple sections, since it's so involved.
What type of real estate asset is the deal, and what is the current status of the property?
Within each asset class (multifamily apartment, commercial, office, etc), there are different subclasses which are used to rate overall quality and key characteristics that can be used to project where it fits in terms of market value and rents. Although discussion of each of these as it corresponds to each asset class is beyond the scope of this primer, we’ll go into multifamily as an example, since it’s a common asset class to invest in. Investment opportunities here usually fall into a characterization of A, B, or C.
Class A properties are generally those the high end properties you associate with being modern, more luxurious, and in prime locations. They have high-end finishes and architectural design, up to date technology, and lots of amenities. For multifamily properties, this usually means stainless steel appliances and resort style pools and fitness centers, and accordingly, these command the highest rents in their respective submarkets.
Class B properties are a step down in terms of age and condition of the property, offered amenities, and location. While it’s possible to build a Class B asset, more often a property becomes a class B property over time due to age. They can still be in good to great condition, and achieve great cashflow, but may not cater to the top of the market in terms of rent potential and value. Often, class B is a sweet spot as its a property that can be renovated to increase cash flow and value.
Class C properties are lower rate properties and carry some risk factors such as a large need for maintenance as repairs, as well as outdated conformance to what is now considered standard or necessary. They are often nearing the end of their utility as they are not adequate for their target tenant market, and although there are opportunities for improving operational efficiency, may have limited upside potential.
In multifamily, most multifamily deals involve the purchase of or build out of an apartment building or apartment complex, and involve capital expenditures to create both additional value in the property from an appreciation standpoint as well as to raise operating income through an increase in rent. Many deals are also counting on market appreciation as a whole to raise the value of a property, but these are factors beyond your control and you can’t simply count on there being continued increase in real estate prices, especially in a downturn. Therefore, it’s very important to ask where the areas for improvement over the current operating structure are.
Some things to look at:
What is the current occupancy rate, how does it compare to other properties in the area, and what is the break even occupancy rate to meet the targeted cash flow? What opportunities are there to increase occupancy? Some examples of things you could do would be looking at if there is a shortage in 2 or 3 bedroom units in the area, or what amenities people are looking for that there are shortages of. If the break-even occupancy is 85%, and the market has a high vacancy rate of 10%, the margin for error is only 5% in occupancy.
What are current rental rates, and how do they compare to the market at large? Where do you see an opportunity to raise rents, and how will it compare with the costs necessary to do this? For example, what is the renovation cost per unit and how much do they expect the renovation to raise rents? How many renovations can you do each year and maintain the necessary break even occupancy rates to meet the targeted cashflow for the property? Has the previous owner started any of these renovations, and is there proof of concept to show that they’ve been able to increase rents?
How much money is being lost to people not paying their rents or low occupancy? What are payroll and other expenses such as maintenance like, and are they being optimized? Look at the T-12 (a financial statement over the past 12 months that indicates income and expenses) to see strengths and weaknesses of the current state of the property.
What is the debt structure/capital stack, and what do you need to understand about projected return terminology?
Many layers go into financing a deal, and this plays a large part in determining how much risk your capital is at.
One question you should ask is what the loan to value ratio (LTV) for the deal is. The loan-to-value ratio is the amount of the mortgage compared with the value of the property. Many people say that you want that to be in the range of 65% - 75%, as risk increases as you take on more debt. They should also explain what their debt service coverage ratio (DSCR) is, which is the ratio of their net operating income (NOI) to debt payments. Obviously, you want that number to be well above 1, and ideally > 1.25 in the first year. You will also find details of the interest rate for the financing and whether there’s a prepayment penalty and interest rate cap for floating rates.
The capital stack outlines how a sponsor is financing the deal. There are two parts of most deals, the debt portion and the equity portion.
Those investing in the debt portion are acting as a lender. The loan is secured by the property itself, and investors in this portion of the capital stack receive a fixed return based on the interest rate and how much they have invested. This is a less risky position in the capital stack because you get paid first, but your upside is limited to the predetermined rate of return. The debt portion is usually occupied by institutions such as banks, but some deals offer the opportunity to invest in the debt portion as well. If you are someone who wants predictable, regular payments, you may prefer this position.
Most investments offered to LPs on syndications and crowdfunding deals are in the equity position, which is paid out after the debt position. There can be various tiers within this position as well. In this scenario, the investor is a shareholder in the property itself, and their stake is proportionate to the amount they have invested relative to that others have invested. Your returns are determined by your share of the income generated after expenses, debt, and fees are paid. You may also be paid out a share of any appreciation value if the property is sold. Frequently, syndicators will have different tiers for investors on the equity side, and your terms and the order of payout will be determined by this structure.
In most deals, there is a preferred return for the equity side, often ranging between 6-10%. This is the amount that is payed to you before the sponsor takes a cut of the profits. Some investors will opt for a higher preferred return at a lower risk, in exchange for little or no share of the additional profits above and beyond this preferred return. Others would like to maximize their chances for bigger returns and will opt for a smaller preferred return, but a bigger share of the upside when the property is sold (and hopefully, appreciated). The syndicator’s pro forma will typically demonstrate projected investment returns for each class of investor, and often an investor can be invested in both classes to help mitigate risk. These investment classes will also have a different place in the capital stack. For example, investors who are solely looking for cash flow and none of the upside will have a lower position on the capital stack and receive payments first before the investors looking for capital appreciation. The lower the position on the capital stack, the less risk that investor has and is more likely to be paid first.
A note on preferred returns: The investor needs to be aware that the preferred returns ideally are cumulative, as in, when the sponsor does not distribute them over a specific period, they are still distributed later.
For example, if an investor desires a reliable and predictable return of 9%, they will be at the top of the list on the equity side for payout of profits after expenses. However, once they have received their 9%, they will not be entitled to further profits. Essentially, the capital was loaned at a fixed rate. Conversely, if they want upside, the equity investor can invest for growth and capital appreciation. Therefore, they may receive a lower preferred return on a regular basis (such as 6%), but will ideally reap the reward of capital appreciation on sale.
Within the plan documents, you will likely find the details of how the syndicator plans to split the returns when the property is sold. There may be a tiered “waterfall” approach. For example, the sponsor may return 80% of the sale profits to their investors and keep the remaining 20% until a specific target return is reached. Once over that target, they may split the returns 50/50. The measure usually used to determine this target is the IRR (internal rate of return). This is not a straightforward concept to understand and is derived from a formula, but is defined as the discount rate that makes the net present value of all cash flow equal to zero. What that actually means is it’s the percent return when taking all positive and negative cash flow into account and when that cash flow occurred. For example, negative cash flow occurs when the investor makes their initial investment. If the deal returns a preferred rate of return annually and then a large return of capital investment plus profit when the property is sold, the IRR demonstrates what all of that cash flow averages into. This is a different concept than annualized return, which assumes a steady rate of return. It is also different from the equity multiple, which is the divides the total dollars received by the total dollars invested. The equity multiple doesn't take into account the time value of money, so while it tells you how much money you will get back for the money you put in, it doesn't tell you how long it will take to get that money. Obviously, doubling your money in 2 years is different than if it takes 10 years.
The investor must understand, however, that the IRR projected by the syndicator is only as good as the assumptions placed into the formula; therefore, it can be manipulated and doesn’t account for the risk of the investment. However, many syndicators will use this as a benchmark for their target returns.
Fees and Taxes
Fees - please see here under vetting a syndicator
Will the sponsor take advantage of tax savings techniques such as depreciation and cost segregation? The distributions from syndicated investments typically will be passive, and these can be offset with passive losses. One of the methods to do this is through depreciating the asset, and this can also be performed on an expedited basis such as bonus depreciation. Cost segregation studies are another tool used by developers to have passive losses that can offset their gains.
What’s the hold period for the investment?
Most deals will have a projected hold period, typically 3-7 years, on the investment. This time period varies and is entirely up to the sponsor. The goal here is to keep the property long enough to make necessary capital improvements, rent increases, etc, to increase cash flow, and then to sell the property once a preferred time arises. This may be ahead of schedule or later than expected based on market conditions. However, you should weigh the projected hold period against your personal investment goals.
What is the entry and exist cap rate?
Capitalization rate, or cap rate, is the NOI divided by the purchase price of the asset. The entry cap rate is calculated as the net operating income divided by the purchase price. The market valuation of an asset is the NOI/the cap rate. As the net operating income gets higher, at the same cap rate, the market valuation should also get higher. Since cap rates have an inverse relationship with market value, as cap rates go down (cap rate compression), the value of the asset goes higher. The value of the cap rate is determined by the market, and is not something that you have control of. This is why increasing the net operating income of the property is important during the hold of the property. If the exit cap rate at the time of sale is lower, this is an added bonus, as you are making additional money on appreciation.
To start, consider signing up for some of these sites.
This will give you an idea of what kinds of deals and returns are out there, and practice in looking at and vetting deals. Please note that we do not recommend or endorse specific opportunities, and you should do your own due diligence or consult appropriate expertise before investing in any opportunities. Several of these companies are sponsors of our real estate education series on the group, and several of these links are affiliate links. Scroll up for definition of accredited investor (not a test you have to take, but a set of criteria you meet based on income or net worth).
Crowdfunding Platforms for Syndications
Crowdstreet (must be an accredited investor, commercial real estate investments around the country in many asset classes, including multifamily apartment buildings, commercial office buildings, medical office buildings, hotels, student housing, data storage, and more)
RealtyMogul (open to both accredited and non-accredited investors)
AcreTrader (much be an accredited investor, farmland syndications)
Private REITs (You do not need to be an accredited investor for these.)
Private Syndication Companies (You must be an accredited investor for these. You should let them know that you are coming from PSG, in case they are offering perks to the group as part of their sponsorship of our real estate education series!)
If you want to learn more, here are some resources.
Our free Real Estate Education Series
Multifamily Masterclass Course on syndications
PSG Affiliate Link: https://mf-masterclass.teachable.com/a/aff_mz805mr7/external?affcode=779274_ybqrzpvu - use code PSGFAMILY to get the course for $497, normally $1800)
This course covers the most basic (what is a syndication?) to advanced topics in vetting, taxes, structuring deals, and more. It is run by an experienced team that puts together these deals, and offers many videos you can watch on your own time, a live course community on Facebook where you can ask specific questions and see those of others as well as ask questions about deals you are considering, and occasional live Q/A sessions.
There is lifetime access to the content. There is also a money back guarantee if it turns out it's not right for you.
This page contains links to paid sponsors as well as affiliate links, which means we may receive compensation at no cost to you if you pursue these opportunities.
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