1/ How to raise a real estate fund (and, ideally, avoid getting sued)

Have warned everyone it’s better to raise capital deal-by-deal, bc it’s easier to raise & bc it's better for the sponsor. Still, there’s interest in learning how to do a fund… so, here goes.

2/ Don’t think of doing this unless you have a record of successful deals, ideally mostly/all in the same asset class / strategy.

Remember: You will be asking LPs to invest in YOU; they need to feel like you know what you’re doing.
3/ Really helps to have a list of prospective LPs BEFORE you start your raise. The more high-quality leads you have, the more likely you are to succeed. (I built my list via my blog initially; now twitter leads predominate - see my bio.)
4/ Find an experienced attorney. Doesn’t need to be a huge, expensive firm, but you want someone who has done a lot of private offerings before. Don’t agree to a big fee yet… at first, you just want a few hrs of her time for advice.
5/ Find an experienced CPA. Ideally, your existing CPA has worked on a lot of private deals before. If not, get a new one. Prospective LPs need confidence that someone good is overseeing the bookkeeping and doing the tax prep.
6/ Structuring the fund: How much are you raising? Is it a 5% pref or an 8%? Who gets what upside? This is where the experienced attorney & CPA come in… they should be able to tell you what “market” is, where you can push, etc.
7/ Overlooked issue: How much you’re raising. Target is so important - you want to be ambitious, without setting the bar so high that you look like a failure if you miss (our Fund 1 targeted $10MM, got $3.8MM. Whoops!)
8/ Overlooked issue: Closing dates. Want multiple closings: Initial Closing (“IC”), when 1st LPs join & at least one more. It’s hardest to get earliest $, so incentivize it to come in at IC. Want another close bc it’s easier to raise once there is social proof.
9/ Once you have proposed terms, go talk to most likely / largest potential LPs, to make sure they like the strategy and proposed terms. No sense in spending $$$ & time to do the docs if you’re going to get quick “no’s” from your list.
10/ Assuming LPs are on-board, it’s time to hire the lawyer to prepare docs: Operating Agreement governing the fund entity (prob an LLC), Private Placement Memorandum explaining terms, then Subscription Book for people to sign to join.
11/ Now you need a marketing deck. I tried to market Fund 1 w just the PPM - dumb. Even sophisticated investors respond to pics, charts, etc. So hire a good designer. Make sure attorney blesses final product.
12/ Now you’re ready to go. Reach out to the people on your list with a short email and the deck. Remember, you’re not selling an investment yet… right now, you just want a call or meeting to discuss.
13/ For us, getting to a “yes” from an LP typically requires at least one, and sometimes two, hour-long calls, then often some follow-up email exchanges for clarification. Big LPs will want to do more diligence… be willing to be transparent.
14/ At this point, you should have a spreadsheet (or, even better, a CRM) showing all your prospective LPs, where you are in the process with each, and whether they’ve “soft-committed” or “hard-committed”.
15/ A “soft-commit” is verbal or emailed confirmation they’re in, plus an amount. As you get close to the closing date, follow up & ask “soft-commits” to complete the subscription booklet. A completed sub book is a “hard-commit”.
16/ Once you hit your minimum raise (ideally, before scheduled closing date), tell everyone on the fence that the deal is actually happening. You’ll be amazed how many fence-sitters end up coming in, once the fund is real.
17/ Closing is signing the sub books, signing the Operating Agreement, and distributing counter-signed sub books and executed OA to your investors.
18/ Now, the hard part begins… you’ve got to go find good deals to do, or this will be the only fund you’ll ever raise!

More from Economy

$600/wk Unemployment Insurance cannot deliver the benefits of a $600/wk Job Guarantee. From the outset, I should say JG is not a replacement for UI, no matter what you may have heard. I’ll get to this later, but read this long 🧶 w/ that in mind.


Automatic stabilization: Both $600/wk UI and JG will provide counter cyclical spending. But UI will be weaker. Counter-cyclical stabilization is not just about the absence of income. It is also about the transmission and structure of economy

Firms don't like to hire the unemployed. Mass and long-term unemployment make the problem worse. JG would recover labor markets much faster than a UI of the same amount, both b/c of the higher direct, induced & tertiary employment effects & b/c of private firm hiring preferences.

JG stabilizes spending patterns better. Uncertain job prospects may mean more cautious spending from the unemployed compared to those w/ guaranteed jobs.
UI is temporary, which makes matters worse. Even if it were permanent, it still won't resolve the problem of job scarcity.

Nations who once achieved tight full employment through active labor market policies demonstrate that unemployment does NOT fluctuate the same way it does w/o them. Direct employment, ELR type policies diminish drastically/even eliminate these amplitudes (eg postwar Japan/Sweden)

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