The syndication
process used to reflect these findings with investors (quite often 1031 tax-free
exchange investors) receiving what amounted to nothing more than a 6% to 10%
dividend owing to a multifamily property that has been constructed and operated
to the point of its maximum sustainable occupancy. The developer took the
rest. It wasn't exciting, but it protected the tax-free investment of
funds for many investors.
Now it is all
different.
Apartment developers
are going to have access to capital as early as a project's pre-construction
phase and provide a market return to the investing public for their capital
investment. In addition to a pre-construction phase syndication window,
there are also two (2) more windows; the syndication opportunity available at
the construction phase and the syndication opportunity available once the
property has hit stabilization and all construction programs are substantially
complete. These syndication windows correspond to specific points in the
development program schedule that is typically used to manage the development of
an income-producing commercial real estate property. This allows us to use
our structured finance expertise to help create a syndication plan the developer
can actually use in a way that leverages the developer's own capital and
expertise and magnifies reuse of the developer's capital resources again and
again - where the developer can create the most new opportunities. The
formation of the syndicate is based upon a business deal that has goalposts that
do not move for the lifetime of the deal.
Real estate
development is inherently risky and cost overruns are a continual problem for
the industry. This exposes the investors' syndicate to what may be
unnecessary dilution of opportunity (or what amounts to the same thing).
This risk must provide a premium over less risky investments.
The risk premium is
then adjusted for the remaining two (2) types of syndicates and the results are
a very workable solution (note the table below).

Pre-Construction
Phase Syndicates represent the most risk and projects a pay-out of the highest
returns to the Syndicate investors. Construction Phase Syndicates are
expected to be less risky than Pre-Construction Phase Syndicates so the
developer who seeks financing at the Construction Phase should expect a return
higher than Post-Construction Phase Syndicates, but less of a return compared to
Pre-Construction Phase Syndicates. The table illustrates a "waterfall
distribution plan" that is designed to pay-out the vast majority of the
near-term earnings of a given project to the investors, and provide the
developer with the vast majority of the long-term equity gains and distributions
of profit in the project. This is classic capitalism, to wit:
"...I, the
investor, am giving to you, the developer, my money. In exchange for me
giving you my money, you will give me the lion's share of the near-term profits
and equity, while you enjoy an earn-out on my back. As you, the developer,
distribute income over time, you, the developer, will hold back an
ever-increasing percentage of that distributable income until you reach a point
where, for the remaining life of the deal, I, the investor, receives a small
dividend, while the developer receives all the rest..."
Learn
more. Contact a Rainmaker consultant today.