Frequently Asked Questions
There is a common misperception that you simply cannot do a 1031 exchange directly into syndication.
This is mainly attributed to the point that when you invest in multifamily real estate syndication, you are typically purchasing part of an entity (shares) that owns the property, not the property itself.
This is the most common configuration, which involves General Partners and Limited Partners as owners of the entity. In this structure, the General Partners are typically the managing partners who find the property, close the contract, and execute the business plan. The Limited Partners typically invest money into the project to help cover down payment costs, working capital, and other soft costs.
Over the hold period, the property’s value and cash flow ultimately provide a good return which is eventually provided to the Limited Partners, who have limited liability.
The powerful use case of the 1031 exchange is in conjunction with a managed syndication, which allows the 1031 investor to become a passive investor in a professionally managed investment vehicle.
So, can I use a 1031 exchange to invest in multifamily syndication?
The answer is YES!
This is possible because of a structure known as Tenants in Common, or TIC (not the bug!).
One of the ways to get around this is through a structure called a tenancy-in-common (TIC), which is the method we use to facilitate 1031 exchanges into our syndications. Through the TIC structure, the 1031 investor is taking direct title to the syndicated property, which is one of the key requirements of a legitimate 1031 exchange.
A complication of the TIC structure within a management partnership is that the “tenants” in common have joint ownership of the property with equal control. However, in a syndication/joint venture, the sponsor is supposed to have decision-making control. To bring this into compliance with 1031 requirements, we outline joint venture economics and control rights in a side-letter and/or through the operating agreement of the holding LLC to make 1031 fit into a traditional joint venture structure.
It should be noted that the investor performing the 1031 exchange into the syndication can also 1031 exchange out their interest upon sale wherever they would like. Other structures sometimes “collapse” the TIC, removing the investor of their ability to freely exchange their interest. But as always seek professional legal and tax advice for your individual situation.
A growing number of retirement savers are becoming aware that they can choose investments other than the traditional offerings of stocks, bonds, mutual funds, ETFs and CDs within an Individual Retirement Account (IRA). Self-Directed IRAs offering non-traditional investments have increased in popularity in recent years and are somewhat more accessible for investors compared to 1974 when the IRA was first introduced. These Self-Directed IRAs allow you to invest in real estate, precious metals, notes, tax lien certificates, private placements and other investment options.
Investing in real estate through a Self-Directed IRA can be a great way to diversify your retirement account. Traditional and Roth IRAs can be converted into Self-Directed IRAs, where the individual has more control over what to do with the cash and still has the tax deferred benefits that an IRA offers. 401(k) plans work a little differently; if the individual is still employed by the company that sponsors the 401(k) plan, he or she can’t move the money around. If it’s an old 401(k), a rollover is completely possible. Please note, you must check with your accountant or qualified professional. When a syndication uses leverage through debt, you are subject to a large tax due to the use of debt-financed income. A better option may be an eQRP (Enhanced Qualified Retirement Plan) account. The eQRP is not subject to the aforementioned triggered UBIT tax. See FAQ for more on eQRP.
One of the biggest differences when converting over your IRA to a Self-Directed IRA is that it requires you to hire someone to act as the trustee or custodian of the account while you act as the director, deciding what to invest the account funds in. There are many custodians to choose from so I’ve listed a some companies below. It’s always best to do your own due diligence so find a custodian you feel most comfortable with.
Real Estate Self-Directed IRA Advantages:
There are many advantages investing through a Self-Directed IRA. If you’re a successful real estate investor, or if you’re just looking to diversify your retirement portfolio.
Investment Control: The account owner is the one who makes every single investment decision and ultimately determines how, where and when to invest the retirement funds.
True Investing Diversity: With a self-directed IRA you can diversify beyond the market into real property. You don’t have to be limited to stocks or mutual funds that hold real estate investments – you can own the actual property in your retirement account.
Tax Advantages = Lasting Wealth: Investing over time in a tax-advantage account like a Self-Directed IRA (tax-deferred/tax-free profits, plus the possibility of large tax deductions) can have a tremendous effect on future wealth.
Secure Hard-Earned Assets: Self-Directed IRAs are afforded protection under federal bankruptcy laws to ensure assets are secure.
Provide Wealth for Your Future Generations: Certain Self-Directed IRAs allow the passing of assets to beneficiaries after death with little or no tax, allowing you to stretch wealth over generations.
Self-Directed IRAs can seem intimidating, but they don’t have to be. These powerful tax-advantaged accounts can offer needed diversification for your retirement portfolio. The video below from Midland IRA provides an overview on investing in real estate through a Self-Directed IRA.
The eQRP®is the ultimate investor retirement tool which gives you total checkbook control of your retirement money to invest in assets like real estate, gold, and crypto without getting hit by UBIT Tax (Unrelated Business Income Tax). The eQRP® investment plan is not subject to UBIT taxes on leveraged real estate deals. UDFI (Unrelated Debt-Financed Income) triggered UBIT applies to IRAs but not to eQRPs! Since IRAs are governed under section 408 they are subject to this tax, up to 37% on all the gains you make from the leverage!
For more information on the eQRP®, you can go to eqrp.co , email support@totalcontrolfinancial.com, or call 800-270-1649.
We currently support personal investment accounts, joint accounts, and certain entity accounts (Trusts, Limited Liability Companies, Limited Partnerships, C Corporations, and S Corporations).
Simply put, real estate syndication is an effective way for a syndicator/sponsor and a group of investors to pool their financial and intellectual resources together to invest in properties and projects much bigger than they could afford or manage on their own. Over 90% of large multifamily purchases are made through a syndication.
The parties at the forefront of a syndication deal include the sponsor (also referred to as the general partner, operator, or syndicator), the limited partners (or passive investors) and the property management team. There are plenty of other team members involved that make the deal work behind closed doors, including, but not limited to, a commercial broker, a team of attorneys, CPAs, and lenders.
Role of Syndicator
The sponsor/syndicator is the person who initiates the real estate syndication; they are responsible for identifying the market, underwriting the property, securing financing, overseeing the business plan/renovations and the daily activity of the property management company, ensuring strong investor relations, and managing the asset it general.
Role of an Investor
The limited partner, or investor, is the individual (or group of individuals) that provides the equity to fund the deal. The role of investors in real estate syndication is very simple: they invest their money in a real estate project that is run and managed by the syndicator, and they earn a percentage of the project’s profits based on a predetermined and agreed upon rate that is split between all investors and the syndicator.
In contrast to the general partner, a limited partner’s liability is limited to the extent of their share of ownership. In a typical real estate syndication, a limited partner is a passive investor who puts in capital.
An accredited investor, in the context of a natural person, includes anyone who:
- earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
- has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).
On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years.
In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:
- any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
- any entity in which all of the equity owners are accredited investors.
In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
Typically a recurring fee paid from property revenues to the general partner for asset management.
YES you can, For foreign investors you must have a USA Bank Account and a USA TAX ID.
A split is the percentage of distributions from operations and profits from capital events that are split between the limited partner (investor) and the general partner in the syndicate deal. Splits are common in the syndication business. Typical split would be 70% payout to limited partners (investors) and 30% to the general partners after the preferred return is paid to investors. (depending if the offering structure is offering a prefered return)
Investors with preferred shares or preferred returns receive their distributions and returns up to an agreed upon percentage before the sponsor. This holds them accountable and ensures interests are aligned.
A non-recourse loan is a loan on which the borrower is not personally signing a guarantee. The lender generally has no recourse to pursue the borrower in a default, beyond the pledged real estate collateral the loan was made on.
As a partner in the LLC that purchases the properties, you will receive a K-1. A K-1 is a tax form used by partnerships to provide investors with detailed information on their share of a partnership’s taxable income. Partnerships are generally not subject to federal or state income tax, but instead issue a K-1 to each investor to report his or her share of the partnership’s income, gains, losses, deductions and credits. The K-1s are provided to investors on an annual basis so that each investor can include K-1 amounts on his or her tax return. Our goal is to finalize all K-1s by March 31st, however, we do rely on outside reporting and may require additional time to furnish the forms in a way that is to the investor’s best advantage. Accordingly, you may be required to obtain one or more extensions for filing federal, state and local tax returns.
Acquisition Fee
Compensation earned by the general partner in a syndication for sourcing, screening, arranging financing, and closing on a investment asset.
Active Investing
This is the opposite of passive investing. An active investor does all the work of finding, structuring, managing, and exiting investments.
Annualized Return
This is the return on investment divided by the number of years the investment is held.
Asset Management Fee
Typically a recurring fee paid from property revenues to the general partner for asset management.
Bridge Loan
Typically short-term loans enabling investors to leverage equity in one property to finance another or access cash for a down payment on a new acquisition.
Capital Expenditures
These expenses are funds used by the managing company or partners to acquire, improve, or maintain a property. Also referred to as CapEx. It specifically applies to when these funds improve the useful life of a property.
Capitalization Rate (CAP)
The cap rate. Calculated by dividing net operating income by current market value of a property to determine an expected rate of return.
Cash Flow
Remaining liquid profit after deducting operating expenses and any debt service payments.
Cash-on-Cash (CoC) Returns
A rate of return calculated by dividing the cash flow being produced by a property by the initial cash investment.
Cost Segregation
This is the process of identifying assets and costs, and their classification for tax purposes. Applies for reducing current tax liability and deferring taxes.
Closing Costs
Costs required to close on a real estate or financing transaction. May include origination, application, processing, underwriting, appraisal, and recording fees.
Debt Investment
A debt investment is the investment in debt. For example, a mortgage loan. Debt investors typically earn interest until the debt is fully repaid. There may be an option to convert to equity.
Debt Service
The amount of loan payments required to be paid back to a lender. Also used to calculate the DSCR for qualifying for commercial real estate financing.
Debt Service Coverage Ratio
The DSCR is the the ratio commercial mortgage lenders use to evaluate and qualify a deal for financing. The DSCR measures how much cash flow will be available to cover debt service. A DSCR ratio of 1 means the cash flow should cover the debt payments. Lenders typically expect a minimum DSCR of 1.2 in order to get a loan. A better ratio may qualify the borrow for better terms.
Disposition
The term disposition refers to the sale of an asset (property).
Distributions
These are the funds paid out to investors. These profits may be paid monthly or quarterly or upon a successful exit.
Due Diligence
Due diligence describes a group of tasks to screen and evaluate a property and to satisfy lender underwriting requirements. May include appraisals, surveys, inspections, and title work.
Earnest Money
An earnest-money deposit is placed into escrow by the buyer of an apartment building to demonstrate their commitment to execute on the purchase contract. Will be credited toward the acquisition cost at closing.
Effective Gross Income
The EGI is the effective income derived by subtracting losses due to vacancy, concessions, employees, model units, and any bad debt.
Equity Investment
The cash put into an investment. In an apartment building syndication this capital may be used toward the down payment, closing costs, borrowing costs, funding an operating account funding, along with any compensation earned by the general partners.
Equity Multiple (EM)
The EM is a way to calculate a rate of return on commercial investment property. This is calculated by dividing the total cash distributions (cash flow and cash on exit) by the equity investment made. This is a popular and easy metric to understand. If I invest $100,000 and it grows to $200,000 (including distributions and sale profits) then it’s a 2x (double my investment). If it grows to $193,000, then it’s a 1.93x. The higher the better the return. Most of the deals we review are for a typical 5 year hold period.
Exit Strategy
This is how the syndicator plans to cash investors out of their investment in the future. This may be by selling the property, purchasing their shares, or refinancing them out.
Floating Interest Rate
This is the same as a variable or adjustable interest rate loan. The interest rate—and typically the payments—will float and change with the market.
Forced Appreciation
This is the increase in market value through an increase in NOI, which is forced by an increase in income or a decrease in expenses.
Gross Potential Rent
The hypothetical amount of revenue if the apartment community was leased at 100 percent occupancy year-round at market rental rates. Also known as “GPR.”
Gross Potential Income
The potential income a multifamily property could produce if it had no vacancies and all leases were signed at market rates—plus any other revenue.
Gross Rent Multiplier
This calculation shows the number of years it would take for the property to pay for itself based upon the gross potential rent. This is calculated by dividing the property purchase price by the annual gross potential rent.
Holding Period
The holding period is the amount of time the sponsor plans to hold the property.
Interest Rate
The cost charged by a lender for using their funds to finance a deal.
Interest-Only Payment
A monthly mortgage payment that only requires interest, not the principal balance, to be paid. The balance may be due on sale, refinancing, or at the maturity of the loan.
Internal Rate of Return (IRR)
The IRR is calculated based on all future anticipated cash flow, principal pay down of debt, and proceeds on the exit of a property.
Key Principal
A key principal in an apartment syndication is a vital person to the ongoing success of the investment. It is someone who should be insured to compensate for any interruptions if something happens to them.
Letter of Intent
An LOI is a non-binding agreement drafted by the buyer proposing their purchase terms. Typically used as a faster method to make an offer, without being tied into the deal.
Limited Partner
In contrast to the general partner, a limited partner’s liability is limited to the extent of their share of ownership. In a typical real estate syndication, a limited partner is a passive investor who puts in capital.
London Interbank Offered Rate
The LIBOR is a benchmark interest rate that is often used to calculate loan rates and interest rate adjustments on a variable rate loan.
Loan-to-Cost Ratio
The LTC ratio shows the value of the anticipated loan amount against the total costs (acquisition and renovations).
Loan-to-Value Ratio
The LTV calculates the ratio of the loan amount divided by the apartment building’s appraised value.
Market Rent
The market rent refers to the market value of a rental unit for lease based upon comparable rental rates for similar units in close proximity to the subject. Used to calculate value, cash flow, and potential loan amounts.
Metropolitan Statistical Area (MSA)
A MSA is a geographic region with a substantial population. These are cities pooled together with neighboring communities that have high degrees of integration. An example is the Miami Metropolitan Area. This MSA actually encompasses Miami, Fort Lauderdale, and West Palm Beach, three counties, dozens of cities, and even more neighborhoods.
Net Operating Income (NOI)
The NOI of a property is calculated by adding up all of the incoming revenue from a property and subtracting the operating expenses.
Non-Recourse Loan
A non-recourse loan is a loan on which the borrower is not personally signing a guarantee. The lender generally has no recourse to pursue the borrower in a default, beyond the pledged real estate collateral the loan was made on.
Operating Expenses
Operating expenses are what it costs to run and maintain an investment property. In apartment syndications, these operating expenses usually include payroll, maintenance, repairs, contractors, marketing, admin, utilities, management fees, property taxes, insurance, and capital reserves.
Offering Memorandum
Also known as the private placement memorandum, this document lays out the risks, terms, and objectives of an investment, as well as documents the syndicators’ business operations and condition.
Passive Investing
The strategy of placing your capital into a real estate syndication that is managed for you.
Permanent Agency Loan
This is a long-term mortgage loan guaranteed by government-sponsored agencies Fannie Mae or Freddie Mac. Loans may be amortized for as many as 30 years.
Prepayment Penalty
A penalty for paying off a loan balance early. These clauses can be especially complicated calculations in commercial mortgage lending.
Price Per Unit
The price per unit of in an apartment building. For example, a 100-unit building for sale at $100,000 would have a price per unit of just $1,000. It is a method of comparing competing properties, assessing value, and weighing returns between investments.
Private Placement Memorandum (PPM)
Sometimes referred to the offering memorandum, the PPM is a legal document that is provided to prospective investors that details the offering; the description of the company and how it will be managed, the use of proceeds, the risks of the investment, and the subscription terms, among other things.
Pro-forma
A projected financial statement for estimated revenues and expenses. Often detailed for one and five years.
Property Management Fee
A recurring cost for having a professional property management company manage day-to-day operations of a property.
Ratio Utility Billing System (RUBS)
A RUBS system is a way to bill tenants back for utility costs. Can be based on occupancy or square footage leased.
Recourse
In contrast to a non-recourse loan, this is the right of a lender/creditor to pursue the debt owed to them. A full recourse loan can expose liability to personal assets beyond the collateral in the case of a default on the loan.
Refinance
Replacing a debt obligation on a property with a new loan, often with different terms.
Rent Premium
A rent premium can be earned upon completing upgrades and renovations.
Rent Roll
The spreadsheet or document detailing each of the units in an apartment community. A good rent roll will include unit numbers, unit types, square feet, tenant names, market rents versus actual rent, deposit amounts held, move-in dates, lease-start and lease-end dates, and current status.
Reposition
To reposition a property is a strategy in which the owner, or general partner, of a property aims to change the position of the asset in a market through adding value and/or rebranding the property.
Return Hurdle
A return hurdle is the rate of return that, when achieved, triggers a disproportionate profit split. Common return hurdles are pref, IRR, and equity multiple.
Return On Equity (ROE)
The ROE is the amount of net income returned as a percentage of shareholders equity.
Return On Investment (ROI)
The ROI is the cumulative cash flow plus net resale proceeds divided by the Members’ equity contribution.
Reversion Cap
The reversion cap is the expected CAP rate at the end of an investment (or disposition of a property). It is the benefit that an investor expects to receive at the time of sale.
Sales Comparison Approach
The typical method for estimating a property’s value based on recent similar sales in the area.
Sensitivity Analysis
A sensitivity analysis, also referred to as what-if or simulation analysis, is a way to predict a certain outcome given a number of variables. This is often used to show returns in the event of a market downturn (often proving that large, value-add multifamily apartments expose investors to less risk that other traditional investments).
Sophisticated Investor
A individual “determined” to have enough experience and knowledge to assess the risks and merits of an investment opportunity for themselves.
Subscription Agreement
A document that is a promise by the LLC that owns the property to sell a specific number of shares to a limited partner at a specified price—and a promise by the limited partner to pay that price.
Supplemental Loan
A document that is a promise by the LLC that owns the property to sell a specific number of shares to a limited partner at a specified price—and a promise by the limited partner to pay that price.
T-12
A T12 is a profit and loss statement showing the actual reported numbers for the last 12 months.
The Promote
The promote refers to a ‘bonus’ of sorts used to motivate the sponsor to exceed return expectations and reward them for their work in finding, managing and adding value to the property. It is an extra, disproportionate share of returns rewarded to the sponsor.
Underwriting
A process of evaluating an apartment building community to determine the status, value, risks, and potential.
Vacancy Loss
How much potential revenue and cash flow is lost due to vacant units.
Vacancy Rate
The percentage of vacant units in a multifamily community.
Value-Add
The term value-add is used to describe a property that offers the opportunity to increase cash flow or FMV through renovations, rebranding, or increased operational efficiencies.
Waterfall
The waterfall structure is a method for splitting profits among partners in a business deal that allows for said profits to follow an uneven distribution. In a waterfall model, payouts change when previously agreed upon return hurdles are met.
Workforce Housing
Workforce housing is a term that is being increasingly used to describe housing that is affordable for households with an earned income that is insufficient to secure quality housing within a reasonable proximity to a workplace.
1031 Exchange
A properly structured 1031 exchange allows an investor to sell a property, to reinvest the proceeds in a new property and to defer all capital gain taxes.