Vetting Syndications (Part 3 of 3)
The Deal Structure

September 26, 2022

In the previous two articles, I took a close look at vetting the Business Plan and the Deal Sponsor. In this article, I’m going to introduce you to the elements that pertain to the Deal Structure. The Deal Structure is really a subset of the overall business plan but is very worthy of further analysis. There are multiple ways to structure a syndicated apartment investment deal. I’m not going to go into all of the variations but rather show you what to look for and then provide you with a checklist to help you ask the right questions before making your decision to invest.

Private Placement Memorandum

First and foremost the main area where the deal structure is laid out is in what is called the private placement memorandum or PPM. A PPM can be thought of as the contract that you sign with the syndication group. It is legally required by the SEC for the types of fundraising events where the investments are not registered under state or federal law (such as stocks). It will contain all the disclosures about the agreement including things like:

agreement including things like:

  • The offering summary
  • Entity structure (LLC or Limited Partnership)
  • Distribution structure (preferred return information)
  • Risks factors
  • Management structure
  • Management compensation fees
  • Business plan summary
  • Investor questionnaire (are you accredited or not and supporting information)

These are not short documents. The most recent PPM I signed was 125 pages long. They are very detailed and should be read and fully understood before you sign anything. I could go into a ton of detail about PPMs here but the best way for you to get an understanding would be to see a PPM and review it. Here is a link to a sample PPM from the website This template is very similar to the PPMs that I’ve signed for all of my investments. I highly recommend you take the time to review it.

Accredited VS Sophisticated Investors

The next very important piece you need to know about if you are going to invest in a syndication is the understanding of being an accredited or sophisticated investor. Syndications are regulated by the Securities and Exchange Commission (SEC) and there are very specific rules for raising capital for these syndications. There are two types of capital raising structures used by syndicators; Rule 506b and Rule 506c. At a very high level, 506b offerings are not open to the public and there can be no advertising or marketing efforts to solicit from the general public. 506c offerings can solicit funds and advertise to the general public. The reason for this is that in the world of investing there is a concept of what is called an accredited investor. Accredited investors have a high net worth, and the rationale is that a high net worth investor is assuming less risk or can more easily take a financial hit if the investment goes bad than a non-high net worth individual. Essentially the SEC is trying to protect normal wage earners from investing their life savings into a deal that could potentially leave them bankrupt.

For more information on 506b and 506c rules follow these links:

So what exactly is the definition of an accredited investor? The below image is a great visual to help explain the most common definition. Most people qualify as an accredited investor by having a net worth exceeding $1,000,000 excluding your primary residence OR their income exceeds $200,000 for the last two years as an individual or $300,000 for the last two years if filing jointly with a spouse.

Many individuals just getting started in apartment investing don’t qualify as an accredited investor. That’s where a 506b offering comes in. The SEC has carved out an exception to being an accredited investors in 506b offerings. The SEC says you can still invest in these deals if you are “sophisticated” and have a pre-existing relationship with the deal sponsor. The best way to quickly become sophisticated and establish a pre-existing relationship is to join a group that’s actively doing syndications. Not only will this fast track you to becoming educated and meeting successful syndicators it also fast tracks you to financial freedom!

Far and away most of the apartment investment opportunities that I see are 506b offerings and only come from people I know. I do on occasion get sent a solicitation from someone I’ve never met or I’ll even see the offerings pop up on Facebook. This is completely legal so long as the investment group properly vets their investors to ensure they truly are accredited.

Keeping Track of Everything

I know this is a lot of information to digest in just a blog post. Take your time to follow the links I’ve provided and start to let this information sink in. You’ll be happy you did when you make that leap into passive apartment investing.


Passive investing in apartments can be a very lucrative way to invest but it does take some dedication to also invest in your education.  In this blog series, I’ve presented information regarding the Deal Sponsor, the Business Plan, and the Deal Structure. Hopefully, by now you feel much more comfortable with what all goes into a syndication and how to position yourself as a passive investor to not only get into a deal but get into a good deal.

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