First time PE type structure, formation & mgmt
Hi all - I invest & operate real estate and a number of investors have inquired about various private placements. I’ve never done this and am hoping for some guidance on how this is best done & structured.
Currently, I am doing DD on a $1.5m investment into a holdco that owns 2 retail brands & looking to grow. The company wants me to aggregate my investors then create an SPV to invest into their company. I brought in a friend that currently operates e-commerce businesses to help me vet & oversee.
The below is what I was thinking, any guidance / edits / suggestions would be much, much appreciated - thank you
1 - Structure - GP/LP (LLC)
2 - GP investment, in real estate we typically put in 10-20% of the equity - I’ve read for PE (which I figure is the best comp?), 1-3%. My assumption is that in this case since it's a single investment, probably more like 5-10%
3 - Fees -- 6% pref, then 2 & 20. In real estate we'll take an acquisition fee (generally 2%) and then 15-25% in promote; property management we do in-house and charge according to local market ~4%. Are acquisition fees customary? If so, %?
4 - Expenses - 1) reasonable operational & professional services needed & charged to investors; 2) then in a capital event, proceeds are reduced by expenses before pref, capital return & promote.
5 - DD - I found a company that specializes in DD and started discussions a lawyer & CPA —> Capitalize all DD & formation costs
6 - Regulatory filings & legality -- bit more unsure here — what would I need to do? What would my investors need to do? Should I expect the holdco to do anything?
7 - I am not an HNW, would I technically be allowed to invest? From what I see it's no even given the recent update to accredited investors. I do not have a prior relationship with the e-comm owner. If not, can I still set up the vehicle, manage it for the investors & take the fees?
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