Syndicate Deals or Fund?

A partner and I have purchased land to do a mixed-use development. It’s enough acreage to do probably 3-4 separate projects (self storage, retail strip center, live-work-play, just as examples).

What’s the best way to structure this?

With the projects we’re looking at now, utilizing a decent amount of leverage we’ll probably need to raise around $10MM-$12MM.

Questions:

  1. Should we syndicate each project individually or just raise essentially a small fund to develop the entire property?

  2. Limited Partnership or LLC?

  3. How would fees, GP comp, carried interest etc. work with either set up? Basically, how do you recommend we compensate ourselves as neither of us need to draw salaries from this development project.

Looking for pros and cons as well as general advice. Thanks in advance.

12 Comments
 
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Well, think about what the relative advantages of each are, and why they get used in general.

I happen to think the answer is self-evidently to syndicate each project individually.  What does "raising a fund" even mean in this context?  You don't have a mandate to go out and buy deals - you have a handful of development projects, the risks and rewards of which are known in advance.  You don't need flexibility in terms of raising capital.  You might argue that you want the dollars committed up front so that you can more easily streamline the phasing, but that's pretty minimal.  

I guess the question is, if I'm an investor and I'm being pitched, why in the world am I committing myself to tying up millions of dollars that won't be needed for years?  I'm not accruing on those dollars.  If the first phase works, of course I'll come in for the rest.  And frankly, you'll have more leverage to demand better terms.

 

Agreed with Ozy, syndication gives you way more flexibility here given it's a single phased project. You can stop after any phase, you're likely to make a better promote because of shorter timelines to realizing returns, and you get paid earlier.

A fund is typically raised to have access to capital to be able to not have to fundraise for each and every project across a wide variety of deals, to quickly act on opportunities, and to bridge gaps when you can't raise enough for a single deal. You've already secured the opportunity here and you're better off maintaining flexibility to stop at any time in case conditions change, there's no need to raise a fund.

It's also easier to raise less money for a surefire project starting in a year or two than tons for a 10-15 year timeline. If you deliver on the first phase, they'll be happy to pay for the later ones. You can work around this by structuring the fund in a way that you will only issue capital calls for one phase at a time and future phases need to be voted on before that portion of the capital can be called, but why bother here? 

 

Thanks for the input. That all makes sense. I think my idea of combining the development projects wouldn’t lengthen the timeline considerably due to the ability to overlap construction/development. I think syndication is probably best, even if it adds in some extra work early on like pricing and subdividing the land necessary for the first phase.

Still very early in the process, but out of curiosity am I going to be looking at a specialty law/consulting firm to help with syndicate formation, distribution waterfall structure etc?

 

Yes you'll need to hire a lawyer for the formation of the LP and all of the contract language - not something you want to figure out on your own. Fair estimate for this is going to be $20-$50k depending on the firm you hire. You can usually roll this into the fundraise as setup costs, so you'll have to pay out of pocket but get the money back after.

Waterfall structure I'd recommend doing your research and running numbers based on your project proforma to figure out what makes sense to you, but it absolutely makes sense to get the lawyers opinion as well as they can speak to what is typical in your market.

 

Its easier for individual deals. Typically its harder to syndicate for funds as investors simply don't have any idea of what assets will be bought. As for each deal, investors may be more interested in that deal due to it being located in a certain market or it being a certain asset class, etc.

Array
 

Another positive of syndicating each project individually is that your promote wont be crossed on all of the deals like it would be in a fund. So if one deal performs poorly it wont drag your promote down on the other deals.

As far as fees go, since you don’t need to draw salaries, you could structure it with an acquisition fee (~2%) that gets capitalized into the deal as your GP contribution. You could possibly charge a yearly asset management fee and development fee depending on your involvement. For smaller syndicated deals like this you can get pretty aggressive on promote. Depends on your target return but something like 8% preferred return,  70/30 to a 15%, 50/50 thereafter

 

First syndicate to build a track record, then after 1-3 start your fund, but be mindful that setting up a fund (properly) isn't cheap so you will need capital and of course the right team. 

 

Jason Mileshko

First syndicate to build a track record, then after 1-3 start your fund, but be mindful that setting up a fund (properly) isn't cheap so you will need capital and of course the right team. 

What’s the ballpark cost? Am I going to pay this cost to set up syndication then just make some small changes to switch to a fund down the road?

 
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