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New Post 7/22/2009 2:56 AM
  PrivatePlacement
623 posts
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Private Placements Reg D 506 General  

You Have Choices

When it comes to investing your money, you have a myriad of choices, including stocks and bonds, commodities, oil and gas, real estate, and countless others. Once you have decided which particular product will achieve the goals you have set, you must determine which specific investment is right for you.

Benefits (and Drawbacks) of Real Estate Investments

There are many benefits associated with adding real estate to your portfolio, including the opportunity for leverage, cash flow, capital appreciation, and possible tax advantages. All of these factors make real estate look like a great choice, but there is one major drawback: property management.

Private Placement Offerings (PPO's)

One solution to the property management issue is to participate in group investment opportunities that includes a professional management service. These group investments are typically known as Syndications or Limited Partnerships and are offered through Private Placement Offerings (PPO's). Private Placement Offerings are not exclusively for real estate investing; in fact, the basics of Private Placements are the same regardless of the underlying product.

Before you go further in your investigation of Private Placements, you should consider the various risks associated with making such investments. These products are generally illiquid and subject to significant investment risk, including the possible loss of principle invested. There are business and market risks that should be considered prior to pursuing such an investment.

Typically, a group investment will consist of a Sponsor who forms an entity designed to create limited liability for its investors. This entity will typically be a Limited Partnership (LP) or a Limited Liability Company (LLC), which will be used to purchase the prospective property. Along with freedom from management hassles, this entity provides each of the investors a significant benefit: limited personal liability should the investment go awry.

Role of the Sponsor

Sponsors are General Partners of the Limited Partnership or Managers of the Limited Liability Company. They start off by sorting through hundreds of potential investments before choosing the right opportunity for his or her investors. Once a suitable property has been chosen, they undertake a thorough due diligence process and, when satisfied that the property meets the necessary criteria, work to create the optimal financial structure by determining the proper mix of debt and equity.

Private Placement Memorandum

After identifying a suitable property, the Sponsor assembles and distributes to its qualified investors a Private Placement Memorandum. A Private Placement Memorandum will typically include a business plan, historical and pro forma financial schedules, market studies and often, general demographic information which supports the Sponsor's rationale for choosing this particular property.

Finding a Sponsor

Because many of these partnerships are non-registered securities, there is typically little or no “advertising.” There are a few ways to find a good Sponsor. A personal referral is always an excellent source. Also, investment brokers and financial advisors generally know successful Sponsors and can assist you in making the initial contact.

Once you have the name of a suitable Sponsor, you should discuss your investment objectives and determine if the types of projects offered by the Sponsor are in sync with your own investment goals. If they are, ask to be placed on their list for future offerings.

An Important Consideration

Once the Private Placement Memorandum is available, take the time to read and understand the opportunity being presented. If anything is unclear, discuss your questions with the Sponsor and clarify all outstanding issues. These investments are typically long term and somewhat illiquid; therefore, be certain about your ability to do without these funds for the duration of the investment.

Making The Investment

Once you have read through and thoroughly understand the Private Placement Memorandum and are prepared to make your investment, you will be required to sign the Limited Liability Corporation or Partnership Agreement, the Subscription Agreement and the Purchaser Questionnaire, . You will also be required to submit your funds to the Sponsor. The Sponsor has the option to either reject your investment and return the funds, or accept you as a new investor and move forward with your participation in the offering. This provides the Sponsor with the ability to screen investors who may not be suitable for a particular investment.

Progress Reports

Once the investment has been made and the Sponsor has closed the purchase of the property, you should receive some type of reporting regarding the progress of the investment. Menlo Gate reports quarterly or annually, depending on the transaction, and stores its information online , giving its investors the ability to check their investments on a regular basis via a secured website.

Sponsor Fees

TA Sponsor will typically charge various fees, as well as participate in the profits. Menlo Gate’s investors pay its Sponsors an initial acquisition fee, and recurring management fees. In addition, Menlo Gate’s Sponsors share the profits generated from the investment, thus keeps the Sponsors directly aligned with the interests of its investors.

Patience is Key

Remember, these are often long-term investments, and you will need to exhibit patience to reap the rewards associated with group investing. Group investing is an excellent method to participate in the potential returns in the real estate market while preserving your most valuable resource -- your time. Please consult your financial, tax and legal advisor before making any financial decisions.

The Risks

There are certain risks associated with real estate investments and group investments that you should be aware of.

Investing in real estate and group investments involve a high degree of risk, including the possibility of total loss of your investment. In addition to being an illiquid investment with an uncertain liquidity date, these investments may have risks involving:

  • Uncertainties in the real estate entitlement process, which may result in increased costs, delays, and risks of ownership of the property.
  • Uncertain or weak general market conditions relating to the future disposition of properties.
  • Possible unforeseen costs or liability associated with the properties.
  • Competitive pressures on selling price.
  • Possible conflicts of interest.
  • Possible requests for additional capital to maintain your ownership share.
  • Uncertainty regarding future taxes.

The past performance of any of our prior group investments is no guarantee of future results.
If you would like additional information on our group investments, please contact us.

 
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