Core concepts
GP/LP structure
GP sponsor operates; LPs contribute capital and receive preferred return + waterfall.
SEC compliance
Reg D 506(b)/(c) governs marketing and accreditation requirements.
Returns waterfall
Typical: 7–8% pref to LPs, then 70/30 above pref.
Examples
- $5M apartment with 15 LPs at $250k min, 7% pref, 30% GP promote.
Practical applications
- Scaling past direct ownership capacity.
- Operators with track record raising institutional capital.
Common mistakes
- Syndicating without 5+ direct deal track record.
- Underestimating SEC compliance burden.
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