

REAL ESTATE
SYNDICATION

Syndication Introduction
Real estate syndication is a way for multiple investors to pool their financial resources and invest in a real estate project together. In a real estate syndication, there are two main parties involved: the sponsor (General Partner) and the investors (Limited Partners).
The sponsor is usually an experienced real estate professional or company that identifies and manages the real estate project. The sponsor puts together the investment opportunity, negotiates the terms of the deal, and manages the day-to-day operations of the project. The sponsor is also responsible for raising capital from investors or securing debt instruments from financial institutions to finance the project.
The investors, on the other hand, are typically passive investors who provide the capital needed to fund the project. In exchange for their investment, the investors receive a share of the profits from the project without the hassle and time commitment of managing a property. The sponsor typically receives a percentage of the profits as well, which compensates them for their expertise and efforts in managing the project.
Real estate syndications can take many forms, but they are typically structured as limited partnerships or limited liability companies (LLCs). This structure provides limited liability protection for the investors, which means that they are not personally liable for any debts or obligations of the project beyond their initial investment.
Real estate syndication can be a good way for investors to gain exposure to real estate investments that they might not be able to afford on their own. It can also be a way for experienced real estate professionals to raise capital and manage larger projects than they would be able to on their own. However, like any investment, there are risks involved, and investors should carefully consider the terms of the investment and the track record of the sponsor before investing.

Benefits Of Being A Real Estate Syndication Investor
There are respective benefits for an investor in real estate syndication, including:
• Access to larger investments: Real estate syndications allow individual investors to pool their money with others, providing access to larger and potentially more profitable investment opportunities.
• Diversification: By investing in a syndication, investors can diversify their portfolio across different real estate asset classes, geographies, and operators.
• Professional management: Real estate syndications are typically managed by experienced professionals who have expertise in identifying, acquiring, managing, and disposing of real estate assets.
• Passive income: Syndications can provide investors with passive income in the form of rental income and/or dividends from the sale of a property.
• Tax advantages: Real estate syndications can offer tax advantages, such as depreciation deductions, which can reduce an investor's taxable income and provide cash flow.
• Limited liability: As a limited partner in a real estate syndication, an investor's liability is generally limited to their investment amount, reducing the risk of personal financial loss.
Overall, real estate syndications offer a unique investment opportunity that can provide significant benefits to individual investors seeking exposure to the real estate market.

Accredited &
Non-accredited Investors
Accredited and non-accredited investors are terms used to describe individuals or entities who may invest in certain types of securities offerings, including those related to real estate.
An accredited investor is an individual or entity that meets certain criteria set forth by the Securities and Exchange Commission (SEC) under Regulation D of the Securities Act of 1933. To qualify as an accredited investor, an individual must have a net worth of at least $1 million (excluding the value of their primary residence) or an annual income of at least $200,000 (or $300,000 for joint income) for the past two years with the expectation of earning the same or higher income in the current year. Entities such as certain trusts, corporations, or partnerships may also qualify as accredited investors if they meet certain asset or equity criteria.
​
Non-accredited investors are individuals or entities that do not meet the criteria for accredited investors. Non-accredited investors typically have less wealth or investment experience than accredited investors, and as such, are considered to be at a higher risk of investment loss. For this reason, securities offerings that are open to non-accredited investors may be subject to additional regulatory requirements and restrictions, such as limits on the amount of investment or more extensive disclosure requirements.
​
Essentially, accredited investors qualify to invest in Regulation D investments which doesn't preclude them from investing in SEC-registered opportunities. Non-accredited investors can only invest in SEC-registered assets.

SEC Reg. D
Rule 506(b)
Rule 506(c)
Regulation D (Reg D) is a Securities and Exchange Commission (SEC) regulation governing private placement exemptions.
SEC Reg D - Rule 506(b) and Rule 506(c) are both exemptions under the Securities Act of 1933 that allow private companies to raise capital from investors without having to register the offering with the SEC. These rules are commonly used in private placement offerings, including real estate syndications.
Rule 506(b) allows companies to raise an unlimited amount of capital from an unlimited number of accredited investors, as well as up to 35 non-accredited investors who meet certain financial and sophistication requirements. Companies must provide these investors with certain disclosures, including financial statements and other material information.
One key advantage of Rule 506(b) is that companies can solicit investors through a pre-existing relationship, which means they can raise capital from investors they already know or have a relationship with. This can make the fundraising process more efficient and cost-effective for companies.
Rule 506(c), on the other hand, allows companies to raise capital from an unlimited number of accredited investors, but requires that these investors are verified as accredited through certain methods, such as income or net worth verification. Companies cannot solicit or advertise the offering to non-accredited investors. However, because all investors are accredited, companies do not need to provide as much disclosure as they would under Rule 506(b).
Both Rule 506(b) and Rule 506(c) are popular choices for real estate syndications, as they allow sponsors to raise capital from private investors without the need for public registration or ongoing reporting requirements. However, it's important for sponsors to carefully consider which rule is most appropriate for their specific offering and to comply with all SEC regulations and guidelines.

Tax Advantages
There are several tax advantages of being a real estate investor in a real estate syndication:
• Depreciation: Real estate investors can take advantage of depreciation, which is a tax deduction that allows investors to deduct a portion of the cost of the property over a period of time. Depreciation can help offset rental income and reduce the amount of taxable income for investors.
• Deductible expenses: Real estate syndications can also deduct certain expenses associated with the property, such as property taxes, mortgage interest, insurance, repairs, and maintenance. These expenses can also help reduce the amount of taxable income for investors.
• Capital gains: Real estate syndication investors can benefit from long-term capital gains tax rates, which are generally lower than ordinary income tax rates. If the property is held for more than a year, investors may be able to take advantage of lower capital gains tax rates when they sell their ownership interest in the syndication.
• 1031 exchange: Real estate investors can also take advantage of a 1031 exchange, which allows them to defer paying capital gains taxes on the sale of a property by reinvesting the proceeds into a new property. This can be a powerful tool for real estate investors looking to grow their portfolios and defer tax liabilities.
Overall, real estate syndications can provide numerous tax advantages for investors, which can help maximize returns and minimize tax liabilities. It's important to consult with a tax professional to fully understand the tax implications of investing in a real estate syndication and to develop a tax strategy that aligns with your investment goals.
