How would you structure your syndication terms?

If you could pick any structure for small syndications (<$5MM) with primarily friends and family funding, what would it be? 

I'm thinking of the following:

  • Equity Investment - sponsor to invest among side investors in Class A interests. Could be 5-20%. Class B is sponsor's promote entity. 
  • Fees
    • Acquisition Fee - 2 or 3% of purchase price ($20-30k on $1MM deal. Would lower the fee with larger deals)
    • Asset Management Fee - 2% of EGI
    • CM Fee - 5%
    • No disposition fee
    • No financing fees
    • No guarantee fees
  • Waterfall - Option 1, simplest and typical "country club" split
    • Operations
      • 8% cumulative, non-compounding preferred return
      • 50/50 split thereafter (A/B)
    • Capital Events (sale/refi)
      • Return of Class A Capital
      • Arrearages of any unpaid pref to Class A
      • 50/50 thereafter
  • Waterfall - Option 2, looks and is more generous to investors (remember, they are your friends and family after all...) but a catchup to help sponsor returns a bit.
    • Operations
      • 7% cumulative, non-compounding preferred return
      • 100% to sponsor until sponsor receives 25% of total operating distributions 
      • 75/25 split thereafter (A/B)
      • Was also thinking maybe go to a 50/50 split if all capital has been returned via refinancing? Too greedy? I've seen investors get refinanced out of the deal, but I would prefer to keep my partners in with me as they funded this venture. 
    • Capital Events (sale/refi)
      • Return of Class A Capital
      • Arrearages of any unpaid pref to Class A
      • 100% to sponsor until sponsor receives 25% of total capital event distributions
      • 75/25 split thereafter (A/B)
      • Possibly put in one last hurdle to get some additional upside if you crush it. 50/50 over 15% IRR? 18% IRR?

When looking at operations at modest returns, a 75/25 split with a catch up is similar to 50/50 split without catchup, but it appears to the investors that they're giving up less of the cash flow based on % splits. However, the catchup has more layers to the waterfall and is more confusing to unsophisticated investors. It's a balance of trying to keep it simple, not come off as egregious, and also feel fairly compensated as the sponsor. 


Interested to hear what kind of structures everyone would dream up for their own small deals. 

 

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