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Real estate investments offer a potentially lucrative way to build a diversified investment portfolio. They frequently serve as a hedge against inflation and fluctuations in the stock market. They can also provide tax benefits like pass-through deductions for depreciation. Characteristics like these make real estate a perennial investor favorite.

But investments in physical buildings and land are generally not liquid, and the time required to realize your investment goals can vary based on the nature of the project and the underlying property, the location, and the asset class. You cannot always sell or refinance real estate quickly or cost-effectively if the property is underperforming, or if you want to do something else with your capital.

This makes careful consideration of all the moving pieces in a real estate investment essential. You need to evaluate the potential success of a real estate investment before you get started. Complex real estate terminology used in these projects may make that difficult unless you first learn the ‘language’ of real estate investment.

Why Real Estate Terminology Definitions Matter

Some of the critical homework done by smart investors before making a real estate investment is due diligence. This involves research on the asset class, property location including the general area and specific submarket, tenant(s) and any lease guarantors, any investment partners, leases, contracts and easements already in place, and the physical property itself. You will also want to evaluate the prospective financial performance of your property. This includes both the potential income it may generate and the expenses you are likely to incur along the way.

That’s no small task. The technical terms and the ways they interact are complicated enough that professionals study for years to master them. Still, having a strong grip on the most common real estate terminology helps. It’s the key to communicating effectively with the professionals you will need to work with to keep your investment on track. It also better prepares you to push back should things not add up.

The bottom line is that if you want to add a real estate investment to your portfolio, you should begin with a solid working real estate vocabulary. This includes the investment, property operations, and lending terms that play a central role in sound decision-making.

Real Estate Terminology in Investing

1031 Exchange

1031 exchanges allow investors to defer payment of capital gains, depreciation recapture, and other federal taxes when selling a real estate investment asset by ‘replacing’ the relinquished asset with ‘like-kind’ property. The name ‘1031’ refers to section 1031 of the Internal Revenue Code.

The 1031 exchange allows you to treat the replacement of a property held for business or investment with other investment property as a continuation of ownership rather than as two unrelated transactions for federal tax purposes. To fully defer taxes on gains and depreciation, the IRS requires that you trade for replacement property of equal or greater value.

All real estate is considered ‘like kind’ for 1031 purposes, so farmland can be exchanged for an office building, and a residential property can be exchanged for a commercial one. Fractional interests in real estate, such as tenant in common (TIC) interests, beneficial interests in a Delaware statutory trust (DST), and some oil, gas and mineral rights are also considered ‘like-kind’ for 1031 exchange purposes. Partnership or membership interests in an entity that owns real estate such as a REIT or LLC are not, however, considered like-kind real estate for 1031 exchange purposes.

Investors seeking to complete a 1031 exchange may not touch the sale proceeds between the time the relinquished property is sold and the time replacement property is acquired. There are many additional rules and timelines that must be followed; advance consultation and planning with experienced professionals is essential.

You may also see these transactions referred to as ‘like-kind’, ‘tax-deferred,’ or ‘Starker’ exchanges.

Accredited Investor

Many passive investment opportunities are available only to accredited investors. This refers to individuals with a net worth in excess of $1 million (excluding their primary residence) or a consistent annual income exceeding $200,000 (or $300,000 jointly with a spouse). These standards are set by the federal securities industry to help protect individuals who may be unable to bear the risk of loss from getting locked into complex, costly, illiquid investments.

Cap Rate

A cap rate expresses the sale price of a cash-flowing property based on its net operating income (NOI). Cap rate does not take into account market factors such as replacement cost or price per square foot, nor does it reflect the costs or benefits of leverage. The cap rate for a given property equals the annual NOI divided by the value of the property, expressed as a percentage.

For example, a property offered for sale at $1 million with annual NOI of $100,000 has a cap rate of 10%. The lower the cap rate, the more expensive the property.

Capital Stack

The capital stack includes all of the parties providing funds for the acquisition or improvement of a real estate investment. These parties may include lenders providing debt financing and investors providing equity. The ‘stack’ organizes in order of priority for return of capital.

Carried Interest

A carried interest, also called a promote, is a common payment structure used in real estate projects with multiple investors. The sponsor – the party that sources, underwrites, and manages the project, investors and lenders – may elect to defer all or a portion of its profits from the project until it is sold or certain financial hurdles are met in exchange for receiving a greater share of the upside gains. This structure is intended to compensate the sponsor for its efforts and is typically performance based. The sponsor earns a percentage of the profits after the initial capital contributions and a preferred return (hurdle rate) are returned to the investors. The sponsor’s interest is ‘carried’ on the project’s books until the interest is satisfied or the project is sold.

Cash-on-Cash Yield

Cash-on-cash yield measures the cash flow generated by a property from operations (such as leasing). The yield is a percentage equal to the net operating proceeds (after debt service) divided by the equity invested.

If you invest $100,000 in a property and it generates $6,500 in net cash flow after paying operating expenses and loan payments for the year, then your annual cash-on-cash yield is 6.50%. Note that the yield does not take into account any gains or losses you may realize when you sell the asset, nor does it include any depreciation deductions or other tax benefits you may be entitled to exercise.

Composite Return

Investors in income-producing real estate are subject to income tax in the state in which the property is located. Many states permit the sponsor, manager or general partner of a real estate project with passive investors to file a state tax return on behalf of investors in the project. When permitted, the composite return saves individual investors the hassle of filing state tax returns for the passive investments. Note that composite returns are not permitted for certain types of ownership structures such as DSTs, even if the state where the investment property is located permits composite returns.

Cost Segregation

Cost segregation is an accounting method used to separate out the acquisition cost of the various personal property elements from the cost of the land and structural elements. This allows tax deductions for depreciation to be taken more quickly.

The approach can be helpful because all assets do not depreciate at the same rate. For example, the useful life of personal property you buy along with a building, like an electronic security system, is shorter than that of the structural elements of the building (i.e., the doors and windows).

Delaware Statutory Trust (DST)

A Delaware statutory trust is a form of business trust commonly used to accommodate unrelated passive investors, especially those seeking to do 1031 tax-deferred exchanges (see definition above). Investors are beneficiaries of the trust and receive income from distributable cash flow and capital events (such as the sale of the property) in proportion to their equity investment.

The trust owns the property, and a professional real estate company usually manages it. Most DSTs are offered through private placements and are generally available only to accredited investors.

Depreciation

Depreciation is a tax treatment that allows the acquisition cost of an asset to be amortized over its useful life. For example, if a depreciable asset cost $100 and it had a 5-year useful life, the owner would be entitled to a tax deduction of $20 per year for 5 years on account of depreciation. The IRS publishes guidelines for the useful life of each type of depreciable asset. These deductions can be significant for investment real estate, and may even entirely shelter the income generated by renting or otherwise operating the real estate. This is one of the reasons why real estate can be a lucrative form of investment.

Equity Multiple (EM)

The equity multiple, or multiple on invested capital (MOIC), measures your investment return compared to the amount of your capital contribution. The EM equals the total net profit you receive from the investment, including cash flow and disposition proceeds, divided by the amount of equity you invested.

Suppose you invest $100,000 and receive $25,000 in net cash flow during your holding period. You then receive $175,000 in proceeds when you sell the property. In this case, your EM is 2.0x [($25,000 + $175,000)/$100,000].

An EM below 1.0x means you don’t receive back all of your original principal.

The EM does not take into account the time value of your money. It also can’t provide any indication of how long it will take to achieve a projected return. An EM of 2.0x may seem like a good deal – effectively doubling your money. Getting that return in one or two years, however, is far more profitable than an investment returning an EM of 2.0x over 20 years. For this reason, it is helpful to look at EM along with other metrics, such as IRR, to help you evaluate the profitability of an investment more holistically.

In-Place Cash Flow

‘In-place’ cash flow is the operating income generated by the leases and contracts that were in effect at the time you acquired the investment property. It does not include prospective income from agreements to be signed in the future, or proceeds from a sale, refinance, or return of capital contributions.

For example, the in-place cash flow for an apartment building includes the rental income reflected on the current rent roll plus non-rent revenues from other sources (such as parking or pet fees). You use in-place cash flow to calculate your real estate investment’s NOI and corresponding cap rate. It does not take into account loan or financing costs or operating expenses, but it may reflect your projections for potential upside in future years.

Internal Rate of Return (IRR)

The internal rate of return reflects what a real estate investment opportunity yields from inception to sale. Real estate investors use the IRR to compare investment properties that have gone ‘full cycle’, or to predict how a project will perform.

A property’s IRR takes into account cash flow, appreciation, and the time value of the capital invested. To calculate IRR, you find the discount rate (percentage) that makes the net present value of an investment equal to zero.

Like the equity multiple, IRR does not tell you what your cash flow will look like. Nor does it show how long it will take you to achieve a certain return. However, IRR increases as you earn returns more quickly.

Consider the following examples, all of which have an equity multiple of 2.0x.

Multiple on Invested Capital (MOIC)

Multiple on invested capital is a measure comparing the value of the equity investment at a point in time, such as the time of sale, to the equity value at inception. It is also expressed as the equity multiple (EM). MOIC does not take time into account, so it is often used in conjunction with other metrics, such as IRR, to help you evaluate the success of your investment.

Net Operating Income (NOI)

NOI equals the sum of all of the revenues received from a property (i.e., rents and fees) minus the cost of operating expenses (i.e., utility charges, insurance, CAM). A pre-tax figure, NOI does not take into account loan payments, capital expenses, or depreciation costs. Accordingly, NOI differs from both the property’s gross revenues and its cash flow.

NOI also does not take into account the appreciation you might realize from selling the property. You need to know a property’s NOI to calculate cap rates. Lenders also use NOI to underwrite potential loans for a property, including debt service coverage ratios (DSCR).

Opportunity Zones

Created by the 2017 amendments to the federal tax laws, opportunity zones are designated geographic areas where the state seeks to stimulate economic development. All 50 states have designated opportunity zones.

Investments of capital gains in a Qualified Opportunity Fund (QOF) for businesses and developments in a designated Opportunity Zone may be eligible for favorable tax treatment, including deferral or forgiveness of certain capital gains tax. The capital gains invested may be from any source, including the sale of securities or real estate. The major benefit of opportunity zone investments is that gains earned in the QOF itself are not subject to capital gains taxation so long as all statutory requirements have been satisfied, including a minimum 10-year investment period. There are many additional rules and qualifications to qualify for the favorable tax treatment, and there is an inherent degree of risk when investing in an economically challenged location; it is important to work with experienced professionals for these types of investments.

Pari Passu

Pari passu indicates that all parties are treated equally in proportion to their share of ownership. For example, if Partner A owns 20% of an investment, Partner B owns 30% and Partner C owns 50%, a pari passu distribution of $100 would give Partner A $20, Partner B $30 and Partner C $50.

Preferred Equity

Preferred, or ‘pref’ equity, refers to an equity investment that receives a return ahead of the owner’s or developer’s investment in the project. Project managers use preferred equity to incentivize outside investors to contribute capital. Such capital may go toward the following:

Improvements to the property
The period between acquisition and stabilization of the property’s income
Funds in excess of what the owner can contribute or borrow
Recapitalization of an existing project

Promote

A promote, also called a ‘carried interest,’ allows the sponsor of a real estate or private equity investment to receive a disproportionately large share of investment returns in relation to the size of the sponsor’s investment as incentive-based compensation for the sponsor’s work in organizing and managing the project.

The premise is that the sponsoring party gets ‘promoted’ (treated differently) ahead of other investors with respect to distributions at some point in time, typically after the investors have received an agreed-upon return.

The promote typically occurs at the time of sale or refinance in development projects where cash flow is limited. Projects held for cash flow may also have promotes for distributable cash above some hurdle (such as a percentage return to investors). Promotes incentivize sponsors’ performance by allowing them to enjoy a greater percentage of the upside in an investment, while still providing a return to outside investors.

Investors should look carefully at the investment paperwork and waterfall to determine whether and to what extent any parties to the transaction get promoted. In a transaction with a promote, funds will not disperse to all parties pari passu based on their percentage ownership interest.

REIT

REIT is an acronym for Real Estate Investment Trust. A REIT is an institutional investment structure for investments in real estate that is purely passive for underlying investors. A REIT will typically own a pool of assets, and investors may purchase shares of the REIT, which may be publicly traded or privately held. REITs therefore provide a vehicle for investment exposure to a pool of institutional quality real estate. REITs may also offer an opportunity for investment diversification. REIT shares do not, however, pass through all of the tax benefits of real estate ownership, such as depreciation deductions or the ability to do a 1031 exchange, and non-public REITs may have limited liquidity.

Reserves

‘Reserves’ refer to funds set aside for future expenses that the investment property’s cash flow cannot readily pay. The property owner, the lender, or both, may hold reserves. Common uses for reserves in commercial investments include capital improvements to the property and re-tenanting costs (such as brokerage fees or new tenant buildouts).

Return on Investment (ROI)

ROI is the calculated benefit or proceeds of an investment, divided by its cost. Benefits will include income generated from the property such as rents and fees, as well as appreciation in value. Costs include the costs of acquisition, disposition, operation, improvements, and financing (both debt and equity).

UPREIT

UPREIT is the process through which a property owner can contribute a real estate asset to a REIT on a tax-deferred basis. The property owner’s interest in the real estate is converted to shares of the REIT corresponding to the value of the property contributed. These transactions may also be referred to as ‘721 contributions’ referencing the section of the Internal Revenue Code that provides for the deferral of taxes when property instead of money is contributed in exchange for an ownership interest.

Waterfall

The waterfall describes how cash flow and other proceeds distribute from a real estate investment to investing parties after paying all expenses and debt service. A waterfall may provide for distributions to all parties in proportion to their equity contributions in some circumstances. In other instances, waterfalls are disproportionate, such as where the sponsor’s interest gets promoted.

Working Capital

Similar to reserves, working capital refers to funds set aside to cover expenses for the property. Working capital may include an allowance for expenses that are not otherwise specifically provided for in the operating budget, or funds to keep the ownership entity (i.e., the LLC that holds title to the property) in good standing.

Real Estate Terminology for Property Operations Evaluation

You may know how to select and acquire real estate, but do you know how to maintain the property and increase its value once you own it? If you are investing passively, can you tell whether the active operator is doing a good job? These real estate terms help you better understand an owner’s obligations related to tenants, rent, and repairs.

Base Rent

Base rent is the minimum amount a tenant pays for the use of the premises. It does not include additional charges, such as percentage rent, common area maintenance (CAM) expenses, management fees, utility costs, or other items that the landlord may pass through to the tenant such as real estate taxes and insurance costs.

Base rent may be reflected as either a flat amount (i.e., $5,000.00 per month, $60,000 per annum) or on a per-square-foot basis. Commercial leases often separate out the base rent from other charges in order to provide for escalations of the base rent over the lease term without affecting these other charges, which are often ‘pass-throughs’ from service providers.

Common Area Maintenance (CAM)

Often a component of rent in leases for space in multi-tenant commercial properties, CAM covers the operating expenses for the common areas of the property. This includes places like lobbies, parking lots, elevators or escalators, lawns and patios, roofs, and hallways. CAM addresses things such as:

Maintenance and repair for building systems
Cleaning and janitorial services
Snow removal
Landscaping
Electricity, gas, and other utilities
Water/sewer
Scavenger
Security

CAM does not include real estate taxes. You itemize those separately. CAM charges often pass to tenants in proportion to the size of their leased space in the building or property.

Double-Net (NN)

Under a double-net lease, the landlord maintains and pays for the roof, building structure, and exterior areas (i.e., parking lots). The lease will specify the parties’ respective responsibility for day-to-day upkeep for these areas, such as annual inspections or snow removal. The tenant is responsible for payment for and performance of interior maintenance in addition to insurance and property taxes.

Easement

An easement is a legal right to use a property owned by someone else for a specific purpose. For example, a common type of easement found in commercial real estate is an access easement, which grants the owner of a property – such as the owner of a parcel set back from the road – the right to cross over someone else’s property in a specified area (such as a driveway) for ingress and egress. Easements are documented in a recorded deed.

Gross Rent

Some commercial leases provide for the tenant to pay an all-inclusive, fixed amount of rent that does not adjust based on actual operating expenses for the property.

Under such a ‘gross’ lease, the landlord bears the risk that the value of the space plus the cost of actual operating expenses exceeds what the tenant pays in rent. The tenant bears the risk of overpayment if the value or expenses are lower than anticipated. Gross leases afford the parties a degree of predictability about the rental stream during the lease term.

Operating Expenses

Operating expenses are costs, other than debt service and capital expenditures, that are necessary for the maintenance and operation of a property. These include utility charges, property management fees, real estate taxes, property insurance, and maintenance costs.

Percentage Rent

Percentage rent is additional rent a tenant must pay under a lease if it achieves sales in excess of an agreed-upon threshold. Leases with percentage rent require that the tenant provide periodic certifications of its sales to the landlord. Percentage rent provisions are most commonly found in retail leases.

RUBS

Ratio Utility Building System (RUBS) is a method of allocating charges for utility services in a multifamily building based on unit size, number of occupants, and other features of each unit such as number of bathrooms.

Triple-Net (NNN)

A triple-net lease obligates the tenant to handle the payment for and performance of its own property maintenance. The tenant also pays all taxes, insurance, and other operating expenses for the leased premises.

Turnkey

A turnkey investment is a property that does not require any significant repairs, improvements, or leasing before the property can begin generating income for the owner.

Loan-Related Real Estate Terminology

Mortgage loans can help real estate investors acquire more valuable real estate than they can pay for with their available cash. It also allows them to leverage returns so that they can profit on ‘borrowed’ dollars. Lenders can add a layer of protection, too. They will conduct their own due diligence on your property before they let you borrow funds. The following terms are important to understand before you borrow money for your real estate project.

Amortization

Amortization is the spreading of loan payments over a fixed amount of time in installments of principal and interest. Some lenders structure commercial loans so that the amortization schedule coincides with the expiration of the loan term. In other words, the ordinary loan payments progressively pay all outstanding principal and interest due — the last scheduled payment completely retires the mortgage debt.

Frequently, however, the loan term is substantially shorter than the amortization period. For example, a loan may have a 25-year amortization schedule, but be payable over a 10-year term. In that case, the borrower will owe a balloon payment reflecting the outstanding loan balance at maturity.

Bridge

A short-term loan intended to cover the time frame between two events. These events could include the acquisition of a property and the time the investor sells a previously owned asset, obtains permanent financing or raises additional equity. Bridge loans have higher interest rates than longer term loans, and may be secured by a second/junior mortgage on the property.

Carveout Guaranty

In the case of a non-recourse loan, a lender may require the borrower or its principals to provide a limited guaranty for losses arising from specific ‘bad acts,’ such as transferring title to the property without the lender’s prior consent or allowing the borrower entity to become bankrupt. These acts, typically within the borrower’s control, are considered to be ‘carved out’ of the non-recourse nature of the loan, meaning that the lender can pursue the borrower’s unrelated assets in the event of a default. For this reason, such guaranties are sometimes referred to as ‘bad boy’ carveouts.

Debt Service Coverage Ratio (DSCR)

DSCR compares the income generated by the property to the amount due under a loan secured by the property. Lenders use the DSCR to determine whether the asset generates sufficient income to service the debt.

DSCR = net operating income/total loan payments.

The more the DSCR exceeds 1.0, the greater the cash available for loan servicing. A DSCR of 1.0 reflects a break-even point. Commercial loan agreements for operating properties frequently require that DSCR remain above a specified level.

Deed in Lieu

When a borrower is unable to make payments on a mortgage loan and the lender declares a default, the lender’s formal legal remedy is to foreclose on its mortgage and sell the property. This process can be both costly and time consuming. A borrower willing to walk away from the property may instead negotiate to voluntarily deed the property back to the lender in exchange for a full or partial release of the mortgage debt. Both parties thereby avoid the expense of a foreclosure proceeding. A deed in lieu requires the cooperation of both borrower and lender and is usually a last-ditch remedy if a loan modification, refinance with a new lender, or a traditional sale of the property cannot be achieved.

Escrow

An escrow is a third-party account in which funds are held pending some specified contingency. The contingency could be a closing, presentation of appropriate paperwork to draw funds under a construction loan, the due date for real estate tax payments, or the commencement of a tenant’s lease.

Interest-Only (I/O) Period

The payment terms for a mortgage loan typically require the borrower to make monthly payments that include both interest and some portion of the original principal. Commercial loans may offer an ‘interest only’ period where the borrower is responsible for the interest payments, but the outstanding principal balance is not reduced. Such arrangement can help borrowers by allowing them to retain more of the cash flow generated by the property in the short term, since it is not being paid to the lender right away. This is particularly helpful to borrowers that want to invest heavily in improvements to a property upon acquisition because their monthly loan payments will be lower during the I/O period. However, the borrower is also not building up any equity in the property during this time because the outstanding mortgage balance due remains unchanged.

Loan to Value (LTV)

LTV is a leverage ratio. You can calculate LTV by dividing the loan amount by the value of the property (either the purchase/sale price or an appraised value). The higher the LTV, the greater the degree of leverage, and the less equity the owner has in the property.

Note that LTV does not take into account transaction costs such as brokerage commissions, due diligence expenses, and professional fees for the project. It also does not look at working capital and other reserves. To evaluate the amount of a loan in relation to the ‘all in’ acquisition cost, loan to cost (LTC) is used.

Mezzanine Financing

A mezzanine loan is often for a shorter term (and commands a higher interest rate) than the senior loan on a property. Unlike a bridge loan, default under a mezzanine loan may convert the lender’s interest to an equity ownership position in the property.

Mezzanine loans are subordinate to the senior lender and ahead of equity sources in the capital stack. Mezzanine financing may be used to make improvements to the property, to cover the period between the time the property is acquired and when its income becomes stabilized (such as during a lease-up period for an apartment building), or to provide necessary cash in excess of funds available through a traditional mortgage loan.

Negative Leverage

Negative leverage occurs when the interest rate on a mortgage loan exceeds the cash-on-cash yield for the property. Put differently: with negatively leveraged property, the amount you pay in mortgage principal and interest in a given time frame exceeds the net income generated from the property during that same period. Avoiding negative leverage has become an increasing challenge as interest rates have been rising.

Non-Recourse Debt

In most instances, a lender will require the borrower to sign a personal guaranty of payment of the loan indebtedness. For some commercial properties where the borrower is an established landlord or where the tenant has strong credit and the lease has a corporate guaranty, the lender may offer a non-recourse loan that looks solely to the property and lease payments to satisfy the mortgage. If a tenant defaults, the lender will not have direct recourse against the personal assets of the borrower for the deficiency.

Recourse Debt

Recourse mortgage debt is a loan that is secured by both a lien on the property and a guaranty by the property owner. In the event of a payment default, the lender can look not only to the property but to the other assets of the borrower to satisfy the outstanding indebtedness. Such assets may include funds unrelated to the real estate investment, such as personal or corporate bank accounts.

Short Sale

A short sale occurs when a borrower sells the property for less than the value of the mortgage debt, and the lender agrees in writing to reduce the amount of its lien instead of foreclosing or pursuing the borrower for the deficiency.

Deriving Value from Understanding Real Estate Terminology

Is this real estate terminology list comprehensive? No. It is, however, a good place to start before you dive into due diligence on a prospective property.

By strengthening your understanding of real estate investment terminology, you will know what kinds of financial analysis to do in advance. You will also know how to parse the kinds of reports you receive when investing with other people. Discussions with the legal, financial, and real estate professionals you are working with will get a lot easier to navigate.

Most importantly, you’ll be able to make smarter decisions about what types of allocations are right for you. It might sound cliché, but it’s absolutely true in real estate investing: knowledge is power.

Exit Strategy Is Key in Real Estate Investing

Think back to the Saturday morning cartoons when Bugs Bunny would get stuck in a tight spot. Whether it was a rabbit hole or quicksand, there was always an “eject” button to catapult him safely out of danger. There’s certainly a valuable lesson to learn here—you should always have a reliable exit strategy.

Having an exit strategy in place for a real estate investment before it’s needed can save you the panic of feeling trapped down a rabbit hole when you want—or need—to get out.

When and How to Plan Your Exit Strategy

Your potential real estate exit strategy is best planned before you buy the property in the first place. It is wise to have a sense of how, when, and at what price you will ultimately be able to sell the property as you negotiate your purchase agreement. This helps you know that the economics make sense from the onset.

The strategy then must be tested and modified as conditions change. For example, many investors have found that the comparatively higher interest rates over the past year have impacted their plans to sell or refinance. Ideally, you will also have a realistic fallback position to guide you if your original plan doesn’t work out.

Some investors buy real estate with the intent to hold it indefinitely so they can pass it on to heirs with a stepped-up tax basis. While this may be a good plan if the property generates net income, what if it becomes a cash drain or requires an additional investment of capital or sweat equity to remain profitable? Or, what if the next generation is unwilling or unable to manage and maintain the property? Or perhaps the neighborhood around the property changes, making the original use less viable or desirable.

For an investment you intend to hold shorter term, changes in interest rates and economic conditions locally or even globally can interfere with sale plans, as many people saw during the COVID-19 pandemic. Additionally, a value-add strategy may be disrupted by labor or material shortages, changes in tenant preferences, or unanticipated structural issues with the property.

That’s why a real estate exit strategy is important, no matter how long you plan to hold on to the asset.

8 Considerations for a Personal Real Estate Exit Strategy

What constitutes a favorable and realistic real estate exit strategy depends upon your goals and risk tolerance. Consider the relevant factors below.

Return Expectations

Are you looking for modest or aggressive cash flow, or is your primary goal to achieve significant appreciation and profit? Consider how much flexibility and cushion you have in your range of successful outcomes. Running a cap rate sensitivity can help you understand the likely range of sale proceeds based on your projected NOI (net operating income) at the time you hope to sell.

Time Horizon

How long do you intend to hold the property? Is your strategy to hold long-term, to improve and flip quickly, or something in between? Are you willing to sell your property at a loss in order to exit at a specific time? Your pre-acquisition underwriting should model the economics of a sale both earlier and later than your goal. This will help you understand the impact of timing on your potential returns.

Need for Liquidity

Is there an upcoming obligation, such as school tuition, that may require you to have a large amount of cash on hand? Do you have other funds readily available to cover unanticipated events? Or may you need to exit the investment earlier than planned to free up liquid assets? One potential solution may be a line of credit secured by your property.

Changes in Tenancy

Whether your property is an apartment building where frequent turnover is expected or an office, retail or industrial building with longer lease terms, when a tenant exits, the property must be prepared for a new tenant. This means capital improvement expenses and some downtime. You also need to account for the possibility that there may be a lag between tenants. Some good market research before and during your ownership can give you a head start on finding replacement tenants.

Relationships Among Owners

There is a saying that doing business together is a great way to break up a family or friendship. If you own a property with others, have a strategy for moving forward. What if there are disagreements about the property, management or investment goals? Suppose one owner wants to leave, refinance or sell. What if someone dies or becomes incapacitated? A formalized written agreement must be in place at the time of acquisition to address potential exit scenarios.

Financing

If you purchased the property with a mortgage loan, when does the debt mature? Can you extend the maturity date, and under what terms? Is your loan assignable to a subsequent purchaser of the property? Find out if there are penalties or restrictions for paying off your mortgage early and whether you can bring in financing from other sources. Mortgage interest rates can fluctuate unfavorably. You may find that lenders are constrained by considerations unrelated to you when you want to refinance.

Market Conditions

Are you open to an early sale if you receive a favorable purchase offer? Can you hold on to the property longer than originally anticipated if market conditions are unfavorable? Look into your options if your existing use of a property ceases to be the highest and best use for the asset.

Alternative Sale Formats

Depending on the type and size of asset you acquire, your exit strategy could involve a sale in stages rather than a single disposition. You may also be able to sell all or a portion of your ownership interests without transferring the property itself. Options include having a buyer acquire the entity that owns the property and contributing the real estate to a larger fund.

Exit by Selling a Property Outright

The most common real estate exit strategy is a traditional sale. In this case, the property is sold to an unrelated third party through an arms’ length transaction. The primary issues become when the sale should occur and the appropriate pricing.

For single-tenant properties, the lease terms may suggest some logical sale dates, such as the date a new lease or renewal term takes effect or a date after certain lease contingencies.

Traditional Exit Points for an Outright Sale

Depending on the type of property and how many tenants occupy it, some plausible times for an outright sale include “natural” end dates related to the property or the tenants, such as:

Loan maturity
After key leases roll
After significant capital improvements or structural repairs
A date that coincides with the expiration of relevant operating leases
A viable purchase offer that allows you to use your capital elsewhere

Value-Add Real Estate

If your property has a value-add component, you can sell once the improvements are complete in order to immediately monetize your upside. Or you may choose to operate the improved property for cash flow for a period of time to enjoy the fruits of your labor. For larger properties, a value-add strategy may involve improving only a portion of the property and then selling. This leaves some “meat on the bones” for a prospective purchaser who wants to initiate its own value-add program.

Risks of Outright Sale as a Real Estate Exit Strategy

Relying on these traditional exit points can be dangerous because not all things go according to plan, especially when it comes to investments.

Demand Changes with a Changing Market

The market does not always cooperate with your plans. Cap rates, interest rates, tax laws, lending regulations, or the local or national economy may be unfavorable for a sale at the time you originally planned to exit the investment.

As many office and hospitality investors saw post-pandemic, properties in high demand at the time you acquired them may be significantly less desirable if market conditions change. In contrast, the aggressive real estate pricing in 2022 provided huge upside opportunities for investors who were willing to sell early.

Vacancy Woes

In addition, if the property’s tenancy changes significantly, you will likely need to adjust your exit expectations until you find replacement tenants or guarantors. In a multifamily property, changes in occupancy and/or rental rates can impact prospective pricing, especially if those changes position you unfavorably with your nearby competitors.

Partnership Troubles

Additionally, if you own the property with one or more partners, your timing for a sale can change. It may be hastened (or delayed) by a disagreement among the parties, a transfer of a partner’s interests, or a partner’s need for liquidity.

Finance to Get More Capital or More Time

While a loan will not enable you to immediately exit an investment, financing may provide a way to unlock capital invested in a property or buy yourself more time to sell. This can be helpful if you want to:

Delay the timing of a sale until market conditions improve
Make improvements to the property to create more value and upside
Use equity invested in the property for some unrelated purpose

Pros and Cons of Refinancing

Adding leverage may increase cash flow (assuming your yield is greater than the interest rate). However, it also increases overall risk since the loan will have to be repaid before you can pocket the proceeds from any disposition of the property.

Refinancing an existing loan may allow you to take some of the equity invested and use it for other purposes. It also helps that proceeds from a refinance are not immediately taxable.

Commercial loans can be extended for periods of time. It depends on the lender, the terms of the loan, the credit of the tenant(s), the duration of their leases, and the then-current interest rates.

Financing Options and Considerations

These options assume that you can actually get a loan for the property in question with terms that make economic sense for you and that your existing lender (or a replacement lender) is willing to cooperate with you.

As some investors learned in recent years, credit is more difficult to come by post-pandemic. There are mezzanine and bridge lenders who can help cover the gap between what your senior lender will provide and your available equity. However, this type of financing typically comes with a steep price tag. You will have to make an honest assessment about whether your project will leave you sufficient equity if it has to support two layers of debt.

Note that some types of loans may be assignable to a subsequent purchaser of the property, which can be attractive if you can lock in a low interest rate for the long term. Loans may also have defeasance charges, swap breakup fees, and lockout periods, making an early exit more challenging. You will need to find a buyer who will assume your loan or pay the penalty amount from the sale proceeds.

A borrower cannot receive proceeds from the sale of a property until all mortgage liens are satisfied or the loans are assumed. Therefore, financing should only be used with careful planning, taking investment goals into account.

Repositioning a Real Estate Investment

If the market is not favorable for a sale or refinancing when you want to exit an investment, repositioning or repurposing the property may unlock value.

Converting or Repurposing a Property

For example, if you own an apartment building, consider converting the property to a condominium and selling the units individually instead of trying to sell the entire building at once. You could also make capital improvements to increase the building’s longevity. Depending on the property’s location, size, and zoning, you may lease the roof to generate income from solar energy, cell towers, or recreational use.

Changing the use of a property (or a portion of it) will require additional capital and may require zoning changes as well. However, repurposing a property can potentially better position it for sale.

Some types of changes may or may not be feasible, depending on your plans, the building’s infrastructure, and the local government’s cooperation. However, you may find that there are government incentives available to convert your property to a different use.

Increasing the Appeal of Your Real Estate

In other instances, interior remodeling, modernizing a façade, or improving landscaping may increase the property’s curb appeal.

Undertaking capital improvements to building structures and systems adds appeal to purchasers who can’t or may not want to do that work themselves in the future, as well as tenants who would potentially lease the entire building on a triple-net basis.

Alternative Exit Strategies

Partial Sale

Depending on the nature of the property, it may also be possible to sell a portion of the physical asset while retaining the rest. This can be done in a variety of ways, such as selling some buildings if the option is available or selling a portion of vacant land. Another option is potentially dividing the property into individual condominium units. There are a number of variables that can affect how much land you can end up selling if you choose to go this route.

Bring in New Equity Investors

If only some of the property’s owners wish to exit, or if a sole owner wants to reduce their ownership percentage without selling outright, you may be able to bring in new equity investors through the sale of ownership interests.

One significant challenge of changing investors is how to value the property interests. You will need to establish how the property will be managed and how the proceeds will be distributed. Note that if you have a mortgage that will be kept in place, the lender must consent. Alternatively, you may sell outright to a buyer that would permit some or all of the owners to retain an equity interest in the new ownership of the building in exchange for a reduction of the purchase price (a “721 exchange”).

The Right Exit Strategy Is The One That Works For You

Hopefully, your real estate investment won’t trap you in a rabbit hole. With careful and creative advance planning, you can ensure several viable exit strategies to transition profitably out of property ownership.

Experienced financial advisors point out to clients that real estate investment portfolio diversity will help reduce risk in their overall portfolio. You can achieve this in the stock market by purchasing several different stocks, or by investing in a fund that holds multiple stocks.

Diversification in real estate works much the same way.

Investors can build a diversified portfolio by buying a variety of individual properties outright.
Or, you can invest in one fund that owns many properties.
It is also possible to diversify your holdings by investing in fractional interests in individual properties through what is called a syndication.

Real Estate Investment Portfolio Diversity: Sole Ownership
One of the most common reasons why people purchase rental real estate on their own is to maintain full control over the investment. Decisions about leasing, operations, capital improvements, financing and disposition are solely up to the owner. This presents benefits and disadvantages.

As a sole owner, you can pick your own tenants and set their rental rates. You can also discuss any of their requests for concessions, such as rent abatement or improvements to their premises. Property management will be among your most important operational choices. Taking a look at the creditworthiness of prospective tenants will also be key. You have the option to profit from your own sweat equity by handling maintenance and management issues yourself, or you can hire contractors or professional property managers.

Sole Ownership = Sole Responsibility
You will have to do your own due diligence to assess what type of work, if any, will be needed during your intended holding period. You can also decide to what extent you will make capital improvements to the property —improvements that will raise the value of the property. You’ll decide when to do them and how to pay for those improvements.

If you want to use leverage, you can adjust the amount and terms of the loan, including the maturity date, amortization schedule and any interest-only period to accommodate your needs. However, you will typically have to provide a personal guarantee for the debt, which can range from non-recourse “bad boy” carve-outs, or exceptions, to full personal recourse. This will depend on the borrower’s experience, credit and relationship with the lender.

Perhaps the most significant trade-off for the freedom of sole ownership is that it ties up your capital in one project. While this lack of diversification can be minimized by buying a mixed-use asset (e.g.. a storefront with offices or residential spaces on the upper floors) or a multi-tenant property, you will only have exposure to one location in one market. If that market declines due to economic, environmental or other reasons, you probably won’t have as much of a return on your investment as you had hoped.

Real Estate Investment Portfolio Diversity: Real Estate Funds
One alternative to avoid having all of your proverbial eggs in one basket is to invest in a professionally managed real estate fund. Funds can take many forms, including public or private REITs or private placements. An REIT is a real estate investment trust — a business entity that owns and operates a portfolio of real estate.

Investors buy shares in the REIT and receive periodic distributions of income, as well as their share of tax attributes relating to the real estate. This includes both income tax obligations and depreciation deductions. In this way, rather than buying real estate directly, you will acquire shares of a fund that owns the real estate.

REITs: Public vs. Private
REIT holdings can include both real estate and mortgage loans. These trusts are required to distribute 90% of their taxable income to their investors as dividends. Publicly traded REITs are traded on stock exchanges, so they provide easy liquidity. Like mutual funds, they make disclosures and public filings as required by the SEC.

There are also private REITs whose shares are not traded; those investments are illiquid. REITs are professionally managed. The properties they buy are vetted by people with experience in the real estate industry. Those people also undertake and review due diligence for the properties and their tenants. REITs often get funding from institutional investors, so the credit and quality of the underlying assets tends to be high. Reporting is provided on a prescribed basis, and financial results are usually audited by a reputable national accounting firm.

Before investing, you will receive an offering memorandum that states the following:

The REIT’s investment criteria,
The experience of its management,
A description of the actual or anticipated financing and underlying real estate.
The benefits and risks of the investment.

If the REIT is publicly held, you will be able to liquidate your investment by trading your stock at any time.

Investment Funds: Less Responsibility = Less Control, Less Say, More Fees
Besides REITS, there are also privately held real estate investment funds, where professional managers acquire, operate and dispose of properties on behalf of their investors. Such funds work in the same way as a private REIT, but do not have a legal obligation to distribute a specific percentage of income to investors.

Among the negatives of using fund investments for real estate investment portfolio diversity are the lack of any voice or control on the part of individual investors for any part of the investment, and the fees charged in comparison to those earned through sole ownership. Depending on the size and nature of the fund, assets may be bought or sold after you invest, making it harder to know exactly what properties are part of the portfolio at any point in time.

Fees will include the administrative expenses of the fund itself and compensation for fund management, as well as the cost of outside professionals involved in the acquisition, debt financing, and management of the properties. These types of funds are likely to engage professionals in larger firms with national reputations.

Real Estate Investment Portfolio Diversity: Syndication Shares the Strategy
Another alternative to diversify your real estate holdings is to invest in a private real estate syndication. Syndications are a type of investment where many unrelated parties put their funds together to acquire a property or a group of properties sharing such characteristics such as a similar location or tenant. Syndications are put together by professional sponsors who enter into contracts to do the following:

Acquire the property
Raise the capital
Obtain financing
Operate and manage the property
Make distributions of cash flow and capital event proceeds to investors

Most syndications will spell out exactly which properties they own or will acquire ahead of accepting investor funds. Syndicated investments are commonly structured as limited liability companies, or LLCs. Investors acquire membership interests in the entity that owns the property, rather than holding title in their own names.

Unlike REITS, interests in syndications are not traded on public exchanges, and are typically illiquid. Recently, some crowdfunding sites have cropped up to provide another market for fractional interests in syndications. In these cases, the investments may have restrictions on transfers, such as prior sponsor or lender approval.

Syndication has higher returns, but you won’t see them quickly
Syndications also are not legally bound to give out a certain percentage of their income. While this may seem like a disadvantage from a cash flow standpoint, the rule allows the sponsor flexibility to form reserves or to pay for unanticipated expenses out of cash flow instead of making a capital call.
Typical returns for syndications are higher than yields on a REIT investment. Depending on the size and sophistication of the sponsor and the structure of the investment, as well your percentage interest in relation to the total equity, individual investors may have direct communication with the sponsor to talk about property operations. Additionally, sponsors may have more flexibility regarding the timing and nature of the investment’s disposition strategy than a REIT or fund, as these are not tied to a fixed fund liquidation date.

It’s Your Money, and Your Call
There are a number of alternatives to help with real estate investment portfolio diversity. All real estate investments involve risk, beginning with the level of experience and integrity of the individuals acquiring, managing and selling the assets. The party could be you or outside professionals. In any case, it is important for you to do your own due diligence to understand the risks, costs and potential rewards of your investment.

And the Best Real Estate Investment is…
One question I am often asked about with regards to real estate is: What is the “best” type of property to invest in?

Obviously, there is no right or wrong answer. Your ability to risk the money you invest, the returns you might expect, time horizons, and your overall investment goals all impact what investment might be right for you.

The following factors impact the success of all real estate investments:

1) Location

2) Financing

3) Tenancy

4) Necessity for capital improvements

Additionally, the terms of any existing leases will affect a property’s performance. There are, however, some benefits and challenges inherent in various asset classes. Understanding these details can help you assess what type of investment is best to help you meet your goals.

This column addresses the risks and rewards generally associated with residential, retail, office, industrial, and operational real estate investments.

Residential Investment Properties
Residential investment properties are attractive because there are a broad range of choices in a wide variety of price points. You can invest in a single-family home, a condominium unit, or a multi-tenant building.

Furthermore, there is a comparatively strong supply of possible residential tenants compared to other asset types. Everyone needs to live somewhere.

Perhaps the biggest challenge with residential property is that it tends to be management-intensive in terms of maintaining the property and collecting rent. If you are not handy, or if the property is not near you, you will likely need to hire someone to handle operational matters for you.

In addition, units in multi-tenant buildings may be negatively affected by neighboring owners. Residential renters’ appetites for amenities change more quickly than do commercial tenants. On top of that, pricing may be competitive, as you must bid against both prospective investors and prospective residents.

The following are specific risk factors for residential properties:

Individuals do not typically have pockets as deep as commercial businesses. You will need to check the credit of your tenant(s) and any lease guarantors.
The neighborhood — or demand for rental housing in the area — may change significantly in a relatively short period of time. The proximity of the property to public transportation and neighborhood amenities (including grocers, dining and entertainment, parks and recreation, and quality schools) can also impact the desirability of apartments.
The demand for property-level amenities is always evolving. This is particularly important for a multi-tenant building where common areas must be maintained as well as individual units.
Residential leases tend to be shorter term than commercial leases, so you may need to find new tenants on an annual basis. Turnover costs might include leasing commissions or referral fees in addition to normal cleaning expenses. On the upside, changes in tenancy also provide an opportunity to increase rents more quickly if market conditions improve.
Government subsidies or tax incentives may be available for some types of low-income housing.
When reviewing the rent roll, note that rent concessions can boost occupancy. However, they will decrease revenue on a per-square-foot basis.

Retail Investment Properties and Office Investments
Retail and office investments share several similar features. Both can be single- or multi-tenant properties. The tenants may include global, national, or regional firms, as well as “mom and pop” businesses.

The number of tenants and the tenants’ credit and sophistication, as well as the extent of common areas maintained by the landlord will impact the ease of managing both types of properties.

Recent market trends for both sectors include a general reduction in square footage desired by tenants. In retail, this is largely due to internet sales and better distribution channels — resulting in less inventory stored on-site. In office buildings, the need for storage areas for paper files has been reduced significantly by electronic records. Additionally, the footprint of offices has waned as companies have become more open to telecommuting, and have shifted from fewer single-user areas in favor of collaborative common spaces.

As a by-product of telecommuting, space requirements have also been affected by hoteling. This happens when employees reserve desks or offices on a daily or hourly basis when they are physically in the office, using lockers or other designated storage space for files and personal items when they are working remotely.

One of the biggest challenges faced by the retail sector is the impact of e-commerce. While 91.6% of retail sales still arise from brick-and-mortar stores, the future of large retail spaces (such as department and big box stores) is unclear.

Some retailers have moved to a showroom model. At the store, customers can see and touch sample products, and then have the goods shipped from a distribution center. In contrast, Amazon has now opened brick-and-mortar stores to supplement its online presence. Learning how to Leverage Real Estate Investments to your advantage could really pay off depending on the timing.

E-fairness legislation is currently being deliberated by Congress to require online retailers to collect sales tax for all customers regardless of whether they have a physical presence in the state. This would eliminate price distinctions due to state and local taxes.

Regarding single-tenant retail and office properties, the investor should focus on the following:
The tenant’s credit. Obviously, the success of the investment hinges on the ability of the tenant to perform its obligations under the lease. This includes both paying rent and performing maintenance and other obligations. A guarantee from a deep pocket may provide a backstop in the event of a default of a subsidiary. But enforcing that promise may be expensive and time-consuming — and perhaps impossible if the tenant ends up bankrupt.
The length and terms of the lease. A long-term lease provides predictable income and a basis to acquire financing. But it also means little opportunity to capture upside potential if market rents increase. The lease will designate landlord and tenant responsibilities (both for normal operations and in case something goes wrong) and may also include rental concessions or allowances for tenant improvements.
The location. Look at the market demand for space and the supply of tenants, as well as accessible parking, transportation and amenities. Downtown hubs and larger metropolitan areas provide a bigger tenant base to draw from if the economy falters.
The age of the property. What is the likelihood that significant capital repairs will be needed, and when? How long has the tenant been operating in the location?

If there are multiple tenants, you may also consider the following additional factors:

When reviewing the rent roll, do several leases expire at the same time? This presents both a danger of high vacancy and an opportunity to redevelop larger portions of the property at once. Rent concessions (as well as tenant improvement costs) paid over the lease term and then burned off will affect the true rental revenue stream.
Each tenant may have specific parking requirements, but tenants may not all have the same hours of operation. This may provide flexibility if parking space is at a premium.
Pay attention to what items are included and excluded from common-area maintenance charges (CAM), and how — and when — CAM charges are passed through to the tenants and reconciled.

Some issues specific to shopping centers include:

Shopping center leases may have use or radius restrictions limiting the type of businesses the landlord can add to the shopping center. These “non-compete” clauses can be narrowly tailored (e.g., to exclude a specific competitor), but are frequently broadly worded (e.g., sellers of women’s shoes).
Some shopping center leases include provisions that allow other stores, including smaller tenants, to pay less rent or even terminate their leases if anchor tenants “go dark” or leave the center.

Industrial Property Investments
Industrial properties include warehouses, distribution centers, manufacturing facilities and flex buildings. Access to transportation is more important for industrial assets than other property types; tenants will need to be able to easily transport materials and goods to and from the facility. Features that warrant special attention when considering an industrial building include:

Number of dock doors and the type of dock equipment (for example, bumpers, drive-in or dock high doors);
Size and security of the truck court, which should be separate for each tenant (as well as separated from passenger vehicle parking areas);
Clear height of storage and operational (non-office) areas;
Drainage, sprinkler, lighting, and ventilation systems, especially for manufacturing and production areas;
Size of the office areas, which often require a higher degree of finishes to be provided by the landlord.

Operational Real Estate Investments
Operational properties do not get leased to specific tenants. They are instead used by paying customers on a daily, weekly, or monthly basis. Hotels, parking garages, self-storage facilities and some assisted/senior living centers are examples of this asset class.

Unlike residential, retail, office, and industrial properties, the success of an operational property is largely dependent on the underlying business at the property. Income from such assets will change due to seasonal and other variances in business.

For operational assets, therefore, it is important to have property management with specific expertise in the field who can 1) handle the business on a day-to-day basis, and 2) optimize use while controlling costs. Accordingly, these properties do not make good “armchair” investments without the help of an experienced operator to take on these efforts.

Operational assets are also more dependent on the local economy than other property types. The occupants do not need to ask for rent reductions from the landlord if business is slow; the income adjusts itself based on the market. On the other hand, a strong demand for the property’s services or reduced competition can mean quicker income for the landlord.

The Overall Picture
No asset class is necessarily “better” than any other for investment. However, some types of properties will need more time and expertise than others to keep cash flowing. Having multiple tenants may increase the operational complexity of a property, but it may also afford more flexibility to adjust rents or repurpose space if needed.

You should always obtain your own market research and conduct due diligence before investing in a property. Reviewing existing leases is a key to understanding the potential benefits and pitfalls of a given asset.

Ideally, passive investors should strive for diversity in their investment portfolios, and rely on knowledgeable property management if issues arise. Mixed-use properties, such as storefronts with apartments or offices located above them, may have both advantages and disadvantages of their component asset types. They also offer a degree of diversification within a single building.

ASSUME YOU LEARNED about an opportunity to invest in a real estate project. The property is in a great location, has quality tenants and the underlying economics appear sound. Better yet, it’s within your range of risk tolerance.

However, the company offering the deal is an unknown—you’ve never heard of it.How can you determine whether the offering is legitimate and the sponsor is trustworthy?

When considering investing in a passive real estate deal, the qualities of the sponsor are arguably more important than the underlying real estate:

How much relative experience does the sponsor possess?
Is the sponsor credible? How do you know?
Does the sponsor have the necessary sophistication?

If you, a passive investor, want to maximize the success of your investment, then you must rely on the expertise of the syndicator, promoter or sponsor who puts the deal together. [1]

Why the Real Estate Deal Sponsor Is So Important
The sponsor is the party who:

finds the property and enters into a purchase and sale agreement;
assembles the capital and financing to acquire the property;
communicates with all of the investors;
directs and reviews all aspects of due diligence;
oversees the operations and management of the property, including leasing and maintenance;
provides financial reporting; and
arranges for the disposition of the property at the end of the investment period.

If the sponsor is not honest, experienced and diligent, you could lose some (or all) of your investment.

While many industries rely heavily on user reviews to provide general feedback about quality, this practice is not prevalent in the financial services sector. So how do you get good information to evaluate a sponsor?

Certainly, anecdotal information—such as a referral by a trusted source—is helpful. Here are some other, subjective, criteria that tell you how to evaluate sponsors.

What Is the Sponsor’s Track Record?
Understanding the sponsor’s experience with the type of offering at issue, both qualitative and quantitative, is a good starting point for your due diligence.

How long has the sponsor been in business? Who are its principals, and what kind of real estate experience do they bring to the project?

What is the nature of the sponsor’s experience with the type of asset in question, and the geographic location?

Experience with retail or office properties does not always translate to knowledge about, for example, managing a multifamily building. Similarly, a sponsor likely has more insight into, or resources in, markets in which it already has offices, employees or investments.

Relatedly, have any of the sponsor’s prior deals gone south? If so, why, and what did the sponsor do about it? A sponsor that has been in business for some time—especially during the Great Recession—should have some blemishes on its track record. Understanding how the sponsor handled difficult situations in the past, including timely and accurately communicating information to investors, provides insight into what you can expect if the new investment does not go according to plan.

While past performance does not guarantee future results, it is helpful to understand how a sponsor’s projected returns compared to what investors actually received. Beware of a sponsor that indicates that all of its prior investments outcomes were favorable!

Does the Sponsor Have Skin in the Game?
During the Great Recession, some financial institutions created investment products for other people’s money—not placing any of their own funds at risk. This structure numbed the institutions’ natural instinct to avoid assuming too much risk; economists call this a principal-agent problem.

A sponsor’s investment of its own capital (or its principals’ personal funds) indicates the sponsor’s confidence in its own work product. This is especially true if the sponsor is earning a promote—getting paid ahead of, or hand-in-hand with, investors during the course of the deal (or upon disposition).

What is in the Agreement Between Investors and the Sponsor?
When you invest in a syndication, you entrust your capital to the sponsor. You must understand what responsibilities the sponsor agrees to undertake on your behalf—and any rights and remedies you may have if the deal does not progress as originally projected.

You should also determine whether you or any of the other investors can influence major decisions (i.e., a sale or refinance), and to what extent you can liquidate or transfer your interest to someone else.

If additional funds are required in the future to preserve or improve the investment, can the sponsor make capital calls?
What will happen to your investment if you do not contribute additional money?
Are there any circumstances under which the sponsor can rescind your investment?
How are you protected from malfeasance by the sponsor or other investors?

All of these considerations should be addressed in the offering materials.

How Does Sponsor Make Money on the Deal?
Sponsors earn fees for putting investments together. The investment documents should clearly disclose what fees will be paid to the sponsor, and when. Some fees are typically assessed up front, while others may accrue over time—such as an annual asset management fee. There are also fees that may be charged upon disposition or refinance of the property.

Some sponsors make their offerings available to the public through the use of registered representatives or financial advisors.

Others enter into subscriptions with the investor directly, in person or over the Internet.

Note that if you invest through a third party:

The third party should, at a minimum, have the appropriate credentials, such as securities licenses, to make the offering available to you; and
The representative earns a commission for bringing you into the investment (in addition to whatever the sponsor earns). This means you should also find out whether that person may have any conflicts of interest. Sponsors who rely on outside brokers to solicit investors may have a larger up-front fee to enable them to pay commissions and still make a profit.

Some deals have a promote structure, where the sponsor receives a percentage of cash flow or proceeds ahead of or concurrently with distributions to investors. You should understand whether and to what extent the sponsor is entitled to fees if investors do not receive the projected cash flow (or worse, if they lose their invested principal).

If there are third parties involved with the investment, such as outside property managers or joint venture partners, the prospectus should reflect how their compensation is calculated—especially if they are affiliates of the sponsor, may have conflicts of interest or do not receive a market rate fee or distributions pari passu with investors.

The parties who create and offer the investment opportunity to you are entitled to compensation for their work. As an informed investor, you should be aware of what those fees are, as well as when and how they arise.

Check References
A legitimate sponsor will be able to identify legal counsel, financial or tax advisors, and lenders it has worked with to serve as references. Further, the offering documents should include opinions from a reputable, independent law or accounting firm.

Other valuable references include the sponsor’s joint venture partners or investors. Find out who the sponsor worked with and why, particularly partners who played a role in the operation of the project, and let them speak to the character and capabilities of the sponsor.

It may seem like a long list of “satisfied customers” would be a good sign of a reputable sponsor. However, that is not necessarily the case if investors are individuals or family offices rather than institutions.

A good sponsor keeps confidential its investors’ information, and a good sponsor does not reveal its clients’ identities without express permission (do you really want your colleague/neighbor/ex-spouse knowing about your finances?).

In the End, Do Not Ignore the Fundamentals of the Deal
Of course, you must always analyze the real estate aspects of any particular investment. Ensure that you are comfortable with the underlying property and deal terms.

Investments in most syndications are illiquid; you should not commit yourself to a project expected to tie up your funds for longer than you are willing to part with them.

Further, the deal should have an exit strategy—a plan to dispose of the asset after a certain period of time, and a fallback plan in case the market, tenancy or some other factor changes during the holding period.?

An investment inconsistent with your personal risk tolerance or time horizon will be a poor choice for you, regardless of the strength of the sponsor.

[1] I will refer to all of these parties generically as the “sponsor” for simplicity.