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The Wealth Elevator Syndication eCourse

Syndication Due-Diligence for (LPs) Passive Investors

Course Homepage  |  1) Introduction  | 1.6 Definitions and FAQ

INVESTOR EDUCATION

Key Real Estate Syndication Definitions to Know

Below are key real estate syndication definitions to know. Later, you can check out the complete key terms glossary but don’t let that bog you down. Let us get through the basics first, we made this course so you can become financially free!

Real Estate Sponsor:  A sponsor is the syndication investment manager responsible for finding the deals, financing the transaction, performing the financial and risk analysis, and ultimately closing the transaction. After the real estate investment is owned, the sponsor will be the hands-on manager maximizing the value of the investment opportunity.

Capitalization Rate (Cap Rate): Rate of return on commercial real estate equal to Net Operating Income (NOI) divided by Current Market Value. (Example: $100,000 NOI / $1,000,000 Market Value = 10% Cap Rate).

Core Property: This real estate syndication deal type is the most conservative. Core property investments use lower leverage (e.g., 60% LTV) and can generate predictable rental income. The properties are often in good condition, positioned in strong low-cap rate markets, like thriving metropolitan areas (think LA, SF, NY), and are able to attract financing more easily. Although it is less risky, you will also see a lower return offered for this real estate syndication structure. Core property passive investors are likely more conservative and have a longer investment horizon. Core property investments are therefore attractive for institutional investors such as private equity, life insurance companies, pension funds, high net-worth family offices, and others seeking a stable yield and less likely to take higher risks for higher returns.

Core Plus: Similar to Core Property investments, Core-Plus properties are also easily financed, are in good geographical locations, and have good tenants. Core-Plus is different by heightening risk and return through less intensive improvements on the real estate asset to increase NOI and therefore value at disposition, such as improving loss to lease or light value-add.  The potential investors in Core Plus investments are similar to those investing in Core Investments.

Value Add: This type of real estate syndicate has a component of requiring higher capital expenditure to add value to the investment. This value add might mean improving the physical property itself (for example, upgrading an exterior, changing floor plans, adding washer dryers to each apartment unit) or improving the operations (for example, replacing existing property management). This syndicated real estate deal type might mean medium to high risk with a corresponding return. The value add would boost NOI and ultimately the sale price to generate higher returns. These are less likely to attract institutional investors and more likely to be the investment type for individual passive investors looking to maximize returns in a shorter amount of investment time window.

Opportunistic:  This syndication investment type carries the most risk, but would also offer the highest equity multiple. These deals might include heavy capital expenditure requirements to transform a property, such as through ground-up development, re-tenanting, and land entitlement. This is also an investment realm more likely occupied by individual investors than institutional ones.

Capital Stack: The types of capital that make up the money required to purchase a syndication investment property. Usually, the bottom of the stack is comprised of senior debt (for example, a bank or traditional lender first lien loan) that is the lowest risk and return. Then sometimes there is bridge/mezzanine financing or preferred equity, with slightly more risk and higher profit distribution due to being subordinate to the senior debt. Then there is the limited partner/passive investors equity. Finally, there is the general partner/sponsor equity, which has the potential for the highest risk and return.

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FAQ

How Much of My Net Worth Should I Put in a Deal?

Usually, I see a real estate investor place no more than 5% of their net worth into any one deal. Investors who have poor networks and deal flow put larger sums of cash into fewer deals because of a lack of options. It is more prudent to place your cash into more deals that are strong. 

Invest in deals that have:

1) Cashflow with a good buffer in case of a recession

2) Forced appreciation so there is the option to get above water for exit to reduce market risk in case the economy goes catastrophic as well as bump the value

If I need to be liquid for whatever reason, how could I get my capital back?

I go into these deals understanding that they’re pretty illiquid. That’s unless for some divorce/death/other bad business, your money is locked up in there. I know there are some mechanisms to get the money out, but I see it more of a saving face type of thing not to rock the boat. Again, I don’t pay attention to the method used to pull the cash out. If you can turn your money faster than 20-25% a year with less effort and more security, then you should do that. And BTW let me know because I would like to invest in that too.

I think it’s important to realize that even though you’re the small fish with other larger folks in an LP position, it might not be worth the trouble for another larger LP investor to pick up your portion of shares (even though $50k is nothing to that guy. You might be giving yourself a bad reputation since the relationship between the LPs and GPs is a two-way street. If you’re going to be the guy/gal who rocks the boat, GPs may think your investment dollars are not worth the headache. 

That said, I would encourage you to follow your instinct because if you are unsure about getting your money out… there may be some subconscious reason you need the cash. And that is perhaps a bad sign that maybe you should not be investing. Not to sound hocus pocus or universal signs, but I sort of do the same thing when I get pitched a deal. If it’s not a “heck yes”, then I don’t go into it. 

But I do understand that when you are new to something, it could just be butterflies. Maybe you just need to save up an extra $25K so you have that much in reserves to feel a little better before committing to a syndication investment.

As a side note, this is the sort of question nonaccredited investors ask all of the time. As you can see, these are part of the headaches of a syndicator/sponsor dealing with non-accredited investors. Personally, I enjoy building relationships and helping those who need these investments the most, but I can see how some people are completely put off helping those under $1M net worth.

REITs vs Syndications

We stay away from a REIT.

REITs are retail investments. There are poor returns mostly because there are a lot of hidden fees. Some blind pool syndications (multiple properties) are pretty much just like REITs however the reason why we go with syndications and private placements is that it is typically done with less overhead and investor returns are stronger.

REITs also are governed to pay out 90% of revenue as distributions to investors. Sounds good but this may NOT be good for the long term of the asset. Say you need to use some of those profits to make CapEx improvements to ensure your asset keeps its desirability.

Can I 1031 into a Syndication?

Yes, you can but not its not practical…

Syndications investing in LLC (even if you are buying real estate) are businesses and not (like-kind exchanges) with real estate. And therefore it does not qualify as a 1031 exchange. You can 1031 equity into a Syndication/LLC via a Tenant-In-Common (TIC) arrangement. But the reason I say the 1031 is not a viable option is because from the syndicator’s perspective a lot of unneeded work goes into doing this and when you can just raise the funds the traditional way you do that and not deal with this annoying LP investor and extra paperwork and having to explain another outside structure owning part of the deal externally of the LLC.

Caveat: if you are bringing in a huge amount of money say 50% of the raise (at least $500,000) then that might tip the scales in your favor. But in all practical sense only if the syndicator is desperate for money will they consider doing a TIC for part of the capital raise. And if someone is asking you to do this with your 1031 money and you are not bringing in that much… you need to run…

I don’t know why anyone has the 1031 exchange in their toolbox if they are already investing in the world of private placements and have a net worth of over $1M.

What typical ownership percentage is between Class A and Class B?

There is no normal as every deal is different. I personally try to structure the deal where my passive investors (LPs) double (100% ROI) their money in 5-6 years using conservative assumptions in a stabilized light value add deal. And on a higher risk/return deal we move fees and splits around so they may double their money in 3-5 years. 

I cannot speak for other sponsors as they might have given more or less to their investors. But be wary that a proforma really means nothing as a good LP digs a little to make sure the assumptions they are using are proper which you will learn in the next few modules. That said I have seen straight pref deals with no upside, 50/50 splits, and even 90/10 splits.

Whether a person who is only a Class B Member and NOT a member of Manager LLC is still considered a “GP” or part of the “sponsor” team?

This is getting into the realm of what will confuse most people and really not really that important to understand in the beginning… it depends on how the deal is structured as far as what are the units of ownership. One way of thinking about is in this example where there might only 8,000 units available at 1,000 dollars per unit (8M capital raise) with the remaining 2,000 units in ownership by the GP as their carried interest in running the deal – GP did not have to put money in to acquire those units.

Terms like Sponsor/Syndicator are lousily thrown around terms and mean different things in different structures but I believe the intent of this question is to try this… you can have someone in the GP and not be a managing member. For example a Key Principal (KP) and not have voting rights or management ability. Every deal is different but this has little impact on the LP.

Conclusion and Key Takeaways

  • Understand the Basics Before Investing – Learning key syndication terms like Sponsor, Cap Rate, and Capital Stack helps investors evaluate deals more effectively.
  • Investment Types Vary in Risk and Return – Core, Core Plus, Value-Add, and Opportunistic investments offer different levels of risk and return, with Value-Add and Opportunistic deals carrying the highest potential upside.
  • Liquidity and Exit Strategies Are Limited – Syndications are generally illiquid, and investors should be prepared for long-term commitments unless a rare exit option is available.
  • REITs vs. Syndications – Syndications typically offer better returns due to lower overhead, more control over assets, and direct investor alignment, unlike REITs, which have hidden fees and payout constraints.
  • 1031 Exchanges Into Syndications Are Rare – While technically possible through a Tenant-In-Common (TIC) structure, 1031 exchanges into syndications are impractical for most investors unless contribute a significant portion of the capital raise.
  • Avoid the “Mom & Pop” Mentality – Larger syndicated deals provide better scalability, tax advantages, and risk diversification compared to small individual rental properties.