Your deal stays yours
Everything you send us is confidential from the moment it arrives. We will not disclose the deal, the property, your numbers, your seller, your lender or your investors to anyone outside the people working on this transaction with you.
We will not use what you send for our own account. We will not buy the deal ourselves, show it to another buyer, or pass it to anyone who could act on it.
And this does not end when our conversation ends. If we look at your deal and say no, we are still bound by everything above — a month later, a year later, and after that. Saying no does not release us to use what we learned. The only thing that changes is that we stop working on it.
We are paid only if the deal closes
No retainer, no consulting fee, no monthly, no fee for introductions, no fee for time spent. If the transaction does not close, we are paid nothing and we bear our own costs.
We never take a fee for raising capital
We do not charge for finding money, and we never will. No percentage of capital raised, no success fee on a subscription, no finder’s fee, under any name. We are not a broker-dealer and we do not act as one.
What we are paid for is the acquisition work described below and the partnership interest we hold in the deal. If someone offers you a share of the money they raise for you, that is a different business and a regulated one. This is not that.
What we actually do — we are an active partner
Our role is set out in the operating agreement for each deal, and it is real work, not a title. Specifically:
- Underwriting and verification. We rebuild your numbers independently — the rent roll, the operating statements, the budget, the exit — and tell you what we find, including when we disagree with you.
- Judgement on the project itself. How profitable it can realistically be, what the downside looks like, and which risks are carried that the model does not show. If we think the deal is worse than it reads, you hear it before anyone else does.
- Negotiation. We sit in the negotiation of the deal terms, and with the lender on the financing terms.
- Management and voting. We participate in management decisions and hold voting rights as set out in the operating agreement.
- Experience applied to the asset. What we have learned across multifamily, land and repositioning, put to raising the value of this project.
Debt placement is a separate service and not part of this. We run a lending desk with over 2,500 lenders on it, and if you want the financing placed as well, that is the loan door and its own terms. Plenty of sponsors arrive here with the debt already arranged elsewhere, and that changes nothing about what is written above.
We share the risk — except the loan
We take the same risk on our interest that you take on yours, in proportion to our percentage. If the project loses money, our position loses with it. We do not sit in a preferred position ahead of the sponsor and we do not ask for one.
What we do not do is put money into the deal. To be specific, and this is the whole list:
- We do not fund the earnest money deposit.
- We do not fund any part of the equity at closing.
- We do not participate in capital calls, at any point.
- We put in no further money at any time during the hold — that is, from closing until the property is sold.
Our return comes from the project itself, on whichever of the two structures below you pick. We are not a source of working capital for it.
What we do not take by default is liability on the loan. We are not the borrower, not a guarantor, and not the carve-out guarantor unless we agree to it in writing for a specific deal. A party with the balance sheet to stand behind the debt has to be in the deal, and identifying that party is part of structuring it.
The acquisition fee
An acquisition fee of not less than 3% of the purchase price is charged on the transaction, and our share of it is not less than 25%. It is paid by the sponsor at closing, out of the sponsor’s proceeds, and where the transaction does not generate enough at closing to cover it, the party signing for the sponsor pays it.
This fee is for the acquisition work in clause 4 — underwriting, debt placement, negotiation and structuring. It is not a fee for raising capital and is not calculated on capital raised. It is payable only on a closed transaction.
The fee, who pays it and what it is for are disclosed to every investor in the offering documents before that investor commits. We do not participate in a deal where that disclosure is not made.
Our interest in the deal — you choose the shape
Our share comes out of the sponsor’s side of the deal, not the investors’. Whatever the investors are promised is untouched by our participation; what changes is how the sponsor’s own position is divided. That is why it needs no separate disclosure to them beyond the fact that we are in the ownership.
One of the two, agreed before we start:
A straight interest — paid all along
A ten percent membership interest from day one. It pays on both sides:
During the hold — ten percent of every distribution the project makes out of net operating income, at the same time and on the same terms as every other member.
At sale — ten percent of what is left after costs of sale, debt and the return of invested capital.
On a deal over $10 million this is the only option offered.
On the waterfall — paid at the end
Nothing during the hold. No distributions, no monthly, nothing while the property is held.
At the capital event — sale price, less all costs of sale, less all debt, less the return of every dollar of invested capital. Twenty percent of what remains.
Worth more than the first option only if the project performs. That is deliberate.
In both options we do not participate in capital calls. If the project needs more money after closing, our interest is not diluted for declining to fund and we are not obliged to fund. Set the rest of the capital stack up knowing that from the start.
On a deal over $10 million only the first option is offered. Twenty percent of a sponsor’s position on a transaction that size is more than our part is worth, and we would rather say so than negotiate it later.
The second option is worth more to us only if the project performs, which is the point of offering it. You choose which one, and you tell us when you file the request — there is a box for it on the form.
Nothing moves until we have looked at it ourselves
There is no automatic anything here. When you file a deal, a person reads it — usually the same business day — and decides whether we would come into it. Nothing is shown to a single investor, published anywhere, or passed to anyone while that is happening.
You are told at each step. When your deal arrives, you get confirmation that it is with us and under review. When it goes out to our investors, you are told that too, and what went with it. You will not find out from someone else that your deal is circulating.
And it only goes out after two things are both true: we have decided to come in, and the partnership terms are signed. Either one missing and it stays where it is.
Everything runs under Rule 506(c) — every investor is verified
We advertise this desk publicly, and that single fact closes the door on Rule 506(b) for anything we are part of. 506(b) is not available to you here. It permits no general solicitation, and ours is already general.
So every offering we come into runs under 506(c), and 506(c) has one hard requirement: each investor’s accredited status is verified by a third party — a letter from their CPA or attorney, a broker-dealer confirmation, or a verification service. A tick-box saying “I am accredited” is not enough and will not be accepted.
Two ways to satisfy it. On 12 March 2025 the SEC staff confirmed a simpler route: where the minimum investment is $200,000 from an individual or $1,000,000 from an entity, and the investor represents in writing that they are accredited and did not borrow the money from a third party to reach that minimum, that is reasonable verification on its own — provided nothing known to you says otherwise. Below those amounts you go the older way: a letter from the investor’s CPA, attorney or broker-dealer, or a verification service.
Whose job it is — both of ours, and that is deliberate. In law the duty belongs to the issuer, which is you. But we are inside the entity making the offering, and we are the ones putting the deal in front of our investors, so a defective verification lands on us as squarely as on you. You run it. We check it before the deal reaches a single name on our side, and we will stop a deal that has not been done properly. Neither of us relies on a tick-box.
Full disclosure, to everyone
Our participation, our interest, the acquisition fee and its source are set out in writing in the offering documents given to investors, and disclosed to the lender where the lender asks who is in the ownership structure.
One set of documents goes to everyone. The terms shown to the lender, to title, and to investors are the same terms. We do not sign side agreements and we will not be party to a deal that has them.
If the deal uses seller carry or subject-to — read this before sending
We buy and partner on hybrid structures: a new first loan alongside seller carry, or an existing loan left in place. They have to be done clean. If your deal uses any of it, you confirm every line below and sign it. No exceptions, and one failed line ends the conversation.
- Full lender disclosure. The first-position lender knows about the seller carry in writing and approves secondary financing.
- True purchase price. The contract price is the real price. No inflated numbers to boost loan proceeds.
- Real source of down payment. Clearly shown on the settlement statement. No seller-funded down payments disguised as buyer cash.
- One set of documents. The same PSA, note and terms go to the lender, title and investors. No side agreements.
- Subject-to risk disclosed. If any existing loan stays in place, the seller understands the due-on-sale risk in writing.
- Licensed closing. Through a reputable title company or closing attorney.
- Full investor transparency. The structure is fully described in the offering documents.
- Open to review. Our attorney and our lender review the full structure before anyone signs.
If your deal checks every box, send it. If it does not, please do not — a reputation is worth more than any single transaction, and so is yours.
What this document is
These are the terms on which we come into a deal. The binding terms for any specific transaction are the operating agreement and the definitive documents for that deal, which say the same things in the form your counsel and ours agree. Nothing here is an offer of a security, an offer to lend, or advice — and nothing here obliges either of us to do a deal.
Governed by the laws of the state in which the property that is the subject of the deal is located, and any dispute goes to the state or federal courts sitting in that state. That is where the asset is, where the closing happens and where the sponsor is; both of us agree to that forum and give up any objection to it.
Next step
If these terms work for you, go back to the desk and file the request through Door one — I need equity. It takes a minute and it is a request for access, not the deal. We read it ourselves, usually the same business day.
If we would come into the deal, you get a password by email that opens the deal room for this deal alone, for twenty-one days. The full file, the documents and the signatures happen there.
Two more forms go with these terms, and both are signed before anything reaches an investor: the Rule 506(c) representation, which says how every investor is verified and that the duty is shared, and the operating agreement undertaking, which holds the agreed terms in place until the operating agreement exists to hold them.