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Leveraged Breakdowns

Commercial Real Estate Syndications – An Introduction

Commercial real estate, a cornerstone of the global economy, often seems out of reach for individual investors. But there’s a tool, employed by seasoned professionals, that democratizes access to these investments: real estate syndications. In this post, we delve into the intricacies of commercial real estate syndications, touching on its primary structures and offering examples for clarity.

Introduction to Commercial Real Estate Syndication

Real estate syndication is essentially an arrangement where multiple investors combine their financial resources to invest in an asset collectively.
It usually bifurcates the participants into two distinct roles:

  1. Sponsor (General Partner – GP): The GP is predominantly responsible for locating the potential property, managing the daily operations, orchestrating the investment, and deciding upon the exit strategy. While they may invest some capital (usually around 5% to 10%), their principal contribution is operational expertise.
  2. Investors (Limited Partners – LPs): Primarily capital contributors, LPs are not actively involved in the day to day of managing the asset. Their potential liabilities are limited to their stake in the investment, and they primarily spend their time monitoring the sponsor’s progress on the deal and ensuring that major milestones are met.

Principal Syndication Structures

Real estate syndication can be chiefly classified into two structural forms:

Equity Structure: This structure endows investors with an equity stake in the property. Investor returns come from both rental income and the appreciation of the asset.

Debt Structure: In this model, investors act as creditors and extend a loan to a borrower collateralized by the property. Investors receive a predetermined interest on their capital, irrespective of the property’s profitability.

Diving Deeper with Examples

Scenario 1: Metropolitan Office Complex
Consider a scenario where Alexandra, a real estate aficionado with a keen eye for promising assets, identifies an office building in a burgeoning metropolitan area. The complex, currently undervalued at $20 million, has the potential to be a nicely cash flowing asset with some lease up.

However, Alexandra can personally invest only $2 million. Recognizing the potential of the asset, she decides to initiate a syndication. As the GP, she invests her $2 million. To pool the remaining $18 million, she hires a syndication group to reach out to high-net-worth individuals and other potential investors. Let’s say she finds 20 investors willing to contribute $900,000 each, acting as LPs.

With the syndication set up, Alexandra acquires the property. Based on the agreement, perhaps 70% of rental income is distributed to LPs, 20% is reserved for property maintenance, and the remaining 10% is the GP’s asset management fee. If the property is eventually sold at a higher value, the profit distribution would be based on predetermined terms, perhaps 80%/20% to the LP and GP, respectively.

Scenario 2: Luxury Resort Refurbishment
Take another instance: Philip, an established figure in the hospitality industry, identifies a boutique hotel in an attractive location. Its glory has faded due to mismanagement, leading to a reduced price of $15 million. Additionally, Philip estimates refurbishments needed would cost another $5 million.

He becomes the GP, investing $2.5 million and orchestrates a syndication to pool the remaining $17.5 million. Once refurbished, the hotel sees a nice uptick in occupancy and revenue. In this case, free cash flow might be partially reserved to account for seasonality and partially distributed to investors.

Advantages of Syndication

One of the main advantages of syndication from the investor perspective is portfolio diversification. Investors can diversify their holdings and minimize the risk associated with large, single property investments.

Another is accessing expert asset management. LPs can leverage the expertise of seasoned professionals (GPs) who have a proven track record of managing and optimizing real estate assets, driving attractive returns.

A final advantage is simply getting access to real estate investments. Through syndications, smaller investors can participate in larger deals that are typically reserved for institutional investors.

Crowdfunded Syndication Platforms

In the U.S. there are several real estate syndication platforms (also known as “crowdfunding” platforms) that have emerged as viable options for small investors to get exposure to commercial real estate. These include companies like Cadre and Fundrise. These companies pair technology with a traditional real estate acquisition platform to buy deals and syndicate them out to hundreds of investors. The minimum investment amount for investors on these platforms is fairly low, in the $1k to $25k range. The platforms provide a fairly high level of transparency around the initial acquisition and subsequent asset performance. For smaller investors that don’t have access to traditional syndicated real estate deals, these platforms are good options.

Potential Pitfalls

Like with any investment structure, there are several characteristics of real estate syndications that individual investors need to understand before choosing to participate. The most obvious is the exposure to market dynamics. Like all real estate investments, syndications are susceptible to market fluctuations. An economic downturn, for instance, can depreciate property values and reduce rental income, potentially wiping out an investor’s equity position. In situations where a GP has not contributed very much equity, this can be a bad situation. This is why typically LPs require GPs to have “skin in the game”, meaning that they contribute at least 5% of the total equity in the deal.

Additionally, LPs are exposed to operational issues. The success of the syndication hinges heavily on the GP’s expertise, and mismanagement can lead to diminished returns or even capital loss. This is why as an LP it is especially important to understand the GP’s track record, management team, and the current capacity of the firm, before entering into an agreement.

Lastly, real estate syndications can be problematic in the event of future capital calls. If more capital than anticipated is needed in order to improve an asset, it may be difficult to collect capital from a large group of smaller investors, and investors that choose not to contribute may see their share get diluted down significantly.

Final Thoughts

Commercial real estate syndications provide an avenue for investors to access direct real estate investments. While they offer significant advantages, prospective investors must exercise due diligence, understand the intricacies of the deal, and be cognizant of potential risks. As with all investments, knowledge and prudence are the cornerstones of success.

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