Announcer:
Welcome to the Global Investors Podcast, a show that focuses on helping foreign investors enter the lucrative US real estate market. Host, Charles Carillo, combined decades of real estate investing experience with a professional background in international banking to interview experts in all areas of US real estate investing. Now here’s your host, Charles Carillo.
Charles:
Welcome to another episode of the Global Investors Podcast; I’m your host Charles Carillo. Today we have Gene Trowbridge. Gene has been in the commercial and investment real estate business continuously since 1972 and in the legal profession since 1996. As a former syndicator, who for ten years raised investor capital; he served as the sponsor of sixteen investment groups, by raising equity from investors, through registered representatives in the broker dealer community, once sending out over 1,600 K1s in a single year.So thank you so much for being on the show, Gene.
Gene:
Well, you’re welcome, Charles. We’re all working virtually and you might hear a dog barking in the background and hope that doesn’t annoy us too much. You never, you never know, but thanks for having me.
Charles:
So you’ve have a very interesting background being on pretty much both sides, I guess you would say, almost of the syndication spectrum. And how did you get involved with real estate investing in syndications back in the seventies, just
Gene:
Like all syndicators got involved and found a piece of real estate that I didn’t have enough money to buy my by myself. So I needed to get some investors and I reached out to three guys and had gone to college with and put together a deal. And that was the start. That was the start of all of them.
Charles:
Interesting. And so tell us about your law firm right now, what you guys focus on and what your specialty is. Okay.
Gene:
Well, Trowbridge law group is an outgrowth of a lot of years. I went to law school with Charles when I was 45 and I wanted something else to do in the, in the syndication and securities world other than raising money. So I said, well, I’ll go to law school and for the next, for the last 15 years of my career, cause I was looking forward to her retiring at 60, I’ll be an attorney. Well, I turned 73 yesterday was my birthday. So I’ve been doing this now for 27 years and I thought I was going to be doing it for 15. So I started practicing on my own and over the years I’ve had several partnerships. This version of the law firm is myself and Jonathan ne my partner and there are six of us in the law firm, all virtual from, from Boston to San Diego, to Sacramento, to Nashville and Melanie and very withdrawn.
Charles:
Wow. Yeah, definitely. That’s a, is that something just new with COVID or is it something that you guys did or started
Gene:
Before? I always work pretty much out of my home office and for six or seven years, we had an office, a physical office down in, towards San Diego and I’d go down there on Tuesday. And that partnership dissolved about a year ago, April 23rd, in fact. And those of us who stayed together with COVID all decided to work virtually, and I think we’re going to stay, stay here. We’re doing an awful lot of business and it seems to work seems to work pretty well, Charles.
Charles:
Okay, great. Great. So for syndicators, there’s usually a few different I think the normal ones, I mean, we use for our firms usually 5 0 6 B’s and they have 5 0 6 CS and there’s a few others. Can you kind of break down for what you see for the two main I guess you would consider those the two main kind of ways they
Gene:
Clearly are the two main offering types. Those are rules rules on how you raise money from people. And just as a little background and the sec comes out every year with a report of the previous 12 months of what’s going on and just research. And this last report that came out in March said that a 5 0 6 B was responsible for about $1.8 trillion of money being raised in the private placement market and 5 0 6 C about oh 200 billion. So we’re, we’re talking almost $2 trillion of money raised in private placements to these two types. And that’s, that’s more than the new money that’s raised on wall street in the same period of time. So it’s huge. And you say you’re going to spiral and six B, which is the vast majority of offerings. And it’s just the way that you can raise as much money as you want from as many accredited investors, as you can find.
Gene:
And up to 35 people who aren’t accredited, but are sophisticated. And you can’t advertise. So when you start your offering of a five or six pages, you know, you’ve got your database, you’ve got your Rolodex, whatever you use when you start your, and those are the people that you can raise money from because you have a preexisting relationship with them. If you want to go to 5 0 6 C, we can go and, and advertise and find investors that we don’t know. But the problem with [inaudible] is that every investor has to be accredited and we have to do some third party verification to prove that they’re accredited. So it’s a little more, a little more cumbersome. Most people just use five and six feet.
Charles:
The is that the third-party verification? Is that really why you think a lot of people veer toward the 5 0 6 B
Gene:
Mainly? Yes. Yes. It really is. For the most part 5 0 6 B offerings generally only have accredited investors. Anyhow. And then there’s just the check, the box, check the box verification that they have in 5 0 6 B cause you know, the person you go to advertising and you have to go to the third party, like a oh, verify investor, some, some website they haven’t done. And that’s complicated. Plus Charles, if you’ve been taking investors in over, over time and they’re used to checking the box because they’re accredited, they’re not going to stand still for a third party verification. They’re just not going to want to do that.
Charles:
Right. And it’s also, if they have to reach out to their CPA or something like that, and I think the letters are only good for 90 days,
Gene:
That’s all it is. Right. There’s just a ban of brand new change in that rule. Just because that was a problem that changes if you’re doing a 5 0 6 sing and you do a third party verification today, you do another 5 0 6 C if you don’t know of anything that would lead you to believe that that verification wouldn’t be reissued, or if the investor doesn’t tell you that there’s something that would mean that that verification would be reissued. You can use that same verification now for, I think up to five years. Oh, okay. All right. So that makes it a little bit change, but it has to be a third party. It has to be a third party verification, not your own verification.
Charles:
So one thing I think I mean we could probably spend hours on it talking about it, cause it’s not, I guess black letter law, I guess, as you would say, but the pre-existing relationship and you see it all over social media. I get emailed that all the time and I go, who’s this person and I may be signed up for their newsletter three years ago. And and all this stuff in any, I mean, it’s, it’s from a lot of larger people too, that I see it from. And people that, I guess you would say have done deals before for many multiple years, but how does one, I mean, we keep a CRM. We like, we put our stuff in HubSpot. Every time we reach out to someone, we talk to them every time they get an email everything. And how like, is it just that if, if I’m speaking to someone before I present show them a deal, let’s say, is it just something that I have an idea of what their finances are. I have an idea of what their risk tolerance is. Does that make that pre-existing relationship? Or there used to be that three touch rule, I guess
Gene:
Never was never, was never was, there was no action letter issued to one company who had three touches, but their touches were quite extensive and involved. And the sec said, well, if you do that, that’s okay. And then another role we heard of was 30 days. Well, that, that was for one, you had a plan on what would happen in 30 days and that’s okay. But those no action letters are broadly, broadly applicable. That doesn’t mean in three touches, you can’t establish the right type of relationship, but that’s not a safe Harbor. It’s not know breakfast, lunch and dinner. That’s know that’s not going to do it. Here’s the issue. The issue is in 5 0 6 B you can’t advertise. So if someone, if something happens to a deal and someone comes to you and, or the sec and you get sued they may steal you buy because you sold them.
Gene:
Non-Registered security. And you say, why would that be well, if you’re not supposed to advertise, but you knew, then you should have registered your security. So that’s the claim they’re going to get, oh, you sent me a postcard. I don’t know who this guy was. I invested, but I didn’t have a relationship. So the defense to that is pre-existing and substitute. Okay. So preexisting was pretty easy to harm. Do you have some sort of a record keeping system to show that the person who invested in this deal was someone you had a pre-existing relationship in my world, before you sign the fee agreement with the attorney, who’s going to graft your documents. That that’s kind of a bright line of dates preexisting, but that doesn’t mean anyone in your Rolodex or your, your CRM prior to that is a substantive relationship. The sec has a definition for substantive and it’s whether whether the sponsor has learned enough about the investor to number one, know if they’re accredited to number one, know if they’re sophisticated and number two.
Gene:
And number three, to know if in fact their education and training would allow them to read the documents and understand the deal. And I think there are other part of that, that isn’t really in the rules. It is. Does the investor have enough information about the sponsor to know if they want to invest with the sponsor? Didn’t know about the track record. Do they know about, do they generally invest in their own deals? So it’s really a two way street and substantive is where you fall down. Or a lot of people fall down. You know, I go to workshops and I, I stand on the podium and people come up to me and take my card. And then two weeks later I get a solicitation to buy their offering. First of all. Yeah. I’m glad you took my card and I’m glad you put me in the database, but we don’t have a relationship that’s substantive. So it is, you know, there is specific language, they’re so bright line rule, but there is specific language and yet be, and I know about God, I know about that happening all the time, Charles, just like you, it’s crazy, you know?
Charles:
Yeah. And sometimes you have to just kind of you know, I messaged the person on the side directly. You don’t want to do it like, you know, publicly and Hey, you know, just letting you know maybe you just want to double check on this before you start advertising this. Or, you know, this is, there’s a lot of people
Gene:
I would love to do that I could spend my whole day critiquing things, whoops. That I get in the mail. And you know, what the funny thing is is, is everyone, who’s a syndicator is a tattletale. They’re always looking for. There’s all is looking for a way that it can be better for them. Right. So if they see someone doing something, they just run to me and say, can you do that? I could spend my whole time critiquing people, but I just kind of ignore it.
Charles:
Yeah. And it makes sense that they don’t have a a form guideline for the pre-existing relationship. Because first time I’ve spoken to investors, sometimes they tell you everything and then sometimes it’s okay. Yeah.
Gene:
That might work. One of my more prolific clients always says 5 0 6 BS. But what he does is he has a nice website. That’s very generic and talks about what his company does not track record or anything. And if you’re interested, you push a button and up pops say a prequalification questionnaire that you fill out the questionnaire and it’s going toward, you know, when can we meet with you? When can he talk to you? Are you accredited? What’s your experience, one page kind of simple. And then you submit it and then he calls you. He doesn’t put anyone in his database until after he’s called. And then he had that pre-qualification conversation with the person and both of those things together pretty much start the proof of a pre-existing substantive relationship, but, and he’s rigid on that. So it’s good for him.
Charles:
Yeah. The yeah, cause it’s like we’ll have a general mailing list that you can sign up online, which you’re not going to get anything you have to speak to me or to my partner to actually get put on the list. So make sure that anybody that’s here, you have a very spend your time building the education and the content on your website and platforms. And then when you bring people to you you can speak to them and then vet them. And you, you want to vet on both ways. You don’t. I mean, I wouldn’t tell them that going into it, but you know, you’re vetting someone as well. You don’t want someone that’s investing in the last $50,000 with you, nor should you all that into your deal. So it’s
Gene:
Yeah. What is you know, one of the things that I’m gearing up for is, is the whole issues sophisticated dependent upon what you’re offering as to whether the investors is sophisticated. We’re working on a, on a big offering on race horses. So if you ha, if you’re smart enough to invest in the 50 unit apartment building, you’re sophisticated, but are you sophisticated to invest in a racehorse fund? No. And just because you’re are sophisticated in the language of multifamily, a lot of my people are going to a mobile home parks and self storage. Well, I think the investor has done it. Some responsibility of educating themselves. The sponsor will tell you about the deal, but the sponsor’s not going to educate you about the industry. And there’s millions of podcasts that you can find that you can listen to them and join groups that will educate you on, on the asset class that you want to invest in. And I think that’s important, don’t you?
Charles:
Yeah. Yeah, for sure. And that’s one thing I would not be a sophisticated investor with resources, so that’s one thing I don’t even know where there’s a racetrack. So so I got, I got an interesting question yesterday from a potential investor. And he was telling me about asking me how he would be able to 10 31 into a syndication potentially. And I told him it was, you know, it’s a tenants in common and all this kind of stuff. And I sent them links to some articles. I think they were on your website. And could you kind of explain how that would work if someone was coming, if they have to be like properties or anything like that to go into, into a passive side of an investment? Well,
Gene:
You just said it. I mean, you just said it, the word like lifetime the 10 31 rules says you can defer gain if we do the right type of transaction, which involves like kind. So you have a deed to a piece of real estate, you sell that, you know, have money and you use the money to buy a deed to a piece of real estate that is like, kind of, you go from real estate to real estate. But if you’re selling your deed, your real estate and buy units in an LLC, you don’t own any real estate, you just have personal property. So it’s not like guiding. So wouldn’t qualify. So how do you get deed? You get what I would call a fraction. I’m going to put together an offering and we’re going to raise a million dollars with all these investors. And we’re going to take title to a 50% ownership in the property.
Gene:
And Charles, you’re going to come in with your million dollars and you’re going to take title to a 50% ownership of the property. So there’ll be an, there’ll be two people on the deeds. And they’ll take title two as tenants in common. And with that’s a common question with all the money that people have made in real estate. Thank God the last six or seven years, if they’re selling, they’re wanting to see if there’s a way to defer their game. So we do a tenant in common deal at least one year, every month, every month, last month, we did three tenants in common and they raised $30 million collectively to buy a huge project. Right. And it’s, it’s a little dicey. It it’s complicated because not only do you have the, my side with all my investors, I’d have an LLC with an operating agreement and the PBL and all that in your side, you’re probably own your real estate in an LLC. And so you have to take title to the new ownership in an LLC. And then we have to have the 10 common agreement between the two of them. Then it’s interesting, complicated, but that’s the only way it can be done, because as you said, like kind, it’s not like kind, it doesn’t qualify.
Charles:
What do some of the groups that you some of your clients do? They have minimums that they have for 10 30 wanting I’ve spoke to one before and they said $1 million would be the minimum. Do you see that with it? Because of all this, now I’ve got another plate. I’ve got to spin to get this all done at the right time as being the general partner,
Gene:
We have not instituted a minimum. We, at the, at the attorney level, haven’t done that. And I have had conversations with clients about, you know, well, you know, he’s only going to bring in $200,000, this really, why don’t you why doesn’t he just pay the taxes and Milan, you know? But that’s up to them. That’s up to the sponsor, but the problem with 10 common, it’s an absolutely terrible way to own property because everyone has a deed and one person can’t force the other person to do it. They don’t want to lease to someone. They don’t want to refining and sell to do capital improvements. It’s, it’s, you know, if there was a 1% tenant in common, they’d have legal rights over everything. And so you have to have clauses about what do you do if someone wants to do something and the other person says, no, you got to have a deadlock provision. Interesting
Charles:
With us, our listeners on the podcast, about 40% of them are international. And we have some listening and stuff like this. And what if someone is sending here is looking to accept money from a foreign investors, what is, what should they keep in mind when doing so that might be over and above a just accepting money from another us person, right?
Gene:
Sure. Well, let’s say a lady walks up to you at the bag and it’s got a million dollars of cash and she says, I want to invest in your deal. And she happens to be from Mexico, not a us citizen. Don’t do that. Don’t take that, take that lady right down to the bank and have that lady open a bank account. And she’s probably going to open it either in a, in a corporate or an LLC entity. And she’s going to get a tax ID number and she’s going to deposit the money in that bank. Okay. Now you’ve got yourself, a us person with the tax ID number and an entity, and go ahead and take them. So what do your people, when you’re in international investors come to you, they just don’t come to you just on their own. They’ve already been told that type of entity, depending upon their country, the type of entity that they should set up here and they can fund it and then they can best with you. Isn’t that right?
Charles:
Yeah. That’s what I would say. Yeah. I would never take money from a non us. Well, obviously never taken care of anyone. Yeah. But
Gene:
You’re responsible Charles. You’re responsible for making sure it’s not drug money. You’re responsible for making sure it’s not the it’s not a person from a terrorist company and you’re responsible for finding out if they’re on the terrorist watch list. Well, why didn’t you let chase your van and chase is going to go through all that stuff and that, all that money and bet the person get them a tax ID number. And now they can invest with you in Southern California. We have all sorts of people who come Asians, who come over here and send their kids to school, go to college here, university of California, Irvine. And they all open. And you know what, I’ll see, they fund the LLC with the money to pay for the tuition, pay the room and board and rent and everything. And then they addition when funded to go ahead and buy and invest in our, our LLC, is that our clients. Yeah. So that’s, that’s scary. But so my advice is just make sure you’re dealing with the us person.
Charles:
Okay. Interesting, great advice. So what are some common pitfalls that have you seen from syndicators that they find themselves in when raising or when finalizing a syndication deal that may be common?
Gene:
Well, I think the most common pitfall I’m finding today and I’ve been, I’ve been posting and on my Facebook posts is it’s about making distributions when the property didn’t earn the money, you know, and I know that there are gurus out there who are telling people, okay, we’re just gonna, this is how you do it. Every one, every investor wants a check. So when you raise some money for the fund, raise another a hundred or $200,000 in the bank. And while you’re doing the value, add time, you can just send people to check out of their money. Okay? First of all, you have to vary. I think you, I think it, I think it’s fraudulent, first of all, because if you’re sending someone to 6% cash on cash return that had to be earned by the property. Now I don’t have problems sending someone their money back, as long as you tell them, you’re sending your money back, but I’m not exactly sure that they would want to fund that extra just to get the check back.
Gene:
And the most recent one I saw was someone called me and said they were looking at him, a PPM. And the PPM said, if we can’t start our cashflow from earnings soon enough, we’re going to go out and sell more interests to new investors. And when that money comes in, we’re going to use that money to pay. Did you know that Bernie Maydoff died recently? Did you hear that? He died in February and they’re just proporting. They’re just reporting it today. That he’s dead. The king of Kanzi. Well, what that was explained to me was a Ponzi scheme. You’ll sell money to new investors so you can pay returns and they’re not turns they’re just checks and that’s fraudulent. And the person said, well, you know, the everyone agreed to it. Well, you can’t agree to a criminal act. You have to be careful. So I’m all over that. I think that’s a mistake. When you, when you look at the operating statement, the balance sheet, the income statement from the property, and you go down to see how much cash there is. And you find that it’s not enough cash to make the distributions that have been made. That’s a red flag.
Gene:
So that’s my current, my current comment. One of the things I, I could talk to you about is when you close down an LLC, you sell the property and close it. I don’t know what you do and what advice you get, but you have to go to the state and you have to retire, whatever they call it, the LLC. So you don’t have to file income taxes and reports in current years. So if I were going to close a fund, now I’d want to go and look at, do I really want to close it out with the state and the IRS and everything this year? What if something happens? I mean, we’re already in April, almost it made. What if something happens in secretary seven, eight months from now, when someone comes back and sues and that LLC is closed. Many of my clients keeper the ELA, I’ll see open another year.
Gene:
Hmm. So they have the liability protection or having an LLC. Well, that means they’re going to have to have viral another tax return in California here. They’re going to have to pay another $800. But I think they’re depending upon what you have, if you’ve done a lot of construction work, I keep the LLC open for another year. If it’s, you know, if it’s a wall, if it’s a Walgreens and it’s a single tenant net lease, nothing’s going to happen. So you might as well go ahead and close it. But I think, I think closing the LLC too early, just to save some bees is, could it be a mistake? What do you think?
Charles:
Yeah. That’s they, yeah. Cause if you have, I don’t know what the statute of limitations would be on that. I mean, you’re, I guess it would be like four or five years, but you were just adding on one more year. I imagine you’d flush out a lot of chances of a possibility of litigation by having an extra year. That’s a great, that makes perfect sense. I never thought of that per se. So I have personally left open businesses that maybe I’ve sold a website or something like that. And I’ve left the LLC open. I have one right now that has no business down, leaving open for another two years. So it’s just, just it’s, it’s what it is. You know what I mean? And it’s been a couple of years since it’s just, I just told my accountant and he’s okay, whatever you like to do, you know what I mean? It’s cheap insurance, right? So I learned,
Gene:
I learned the hard way on one thing, when I was a syndicator, we solve a property on an installment sale. So they gave us X number of dollars and then they were going to give us the balance in two years. And so I distributed everything, but I realized that I needed to keep the entity open so I could collect the payment in two years and then distributed to everyone. Well, I didn’t have money to pay the $800 and to pay the tax return, everything that came out of my pocket. Cause I didn’t, I distributed everything close out the bank count. And then, so I talked to my CPA, what would I have what would I have done? I could have closed everything out and made that note that I carried back a note that’s owned that would have been owned by all the investors, but multiple beneficiaries closed out the deal. And when the payment came open a little account, get the money and send it to all the beneficiaries, but the LLC would have been done. So I learned that if you keep that stuff open, you have an ongoing expense. So anyone who’s taking our advice and say, well, let’s keep that LLC open. After the the property sells, you might want to withhold, you know, five or six, $10,000 until people at the end of the 2020 will make the final distribution.
Charles:
That’s fantastic advice. So thank you so much for that. So when should a syndicator contact you to start the process? If they are actively looking to a syndicator property?
Gene:
Well, I get a lot of calls Charles, that I call it homework calls. Hey, I’m looking, I’m thinking of looking at properties. What am I going to do? What should I do? And I love that call because I can educate them. I I’m an educator education based marketing has always been my work, but I’m an educator and I want to mentor and I want to help people do this and do it. Right. Okay. Let’s keep it legal and do it right. So I get those homework calls. I always tell the people, it became there. Call me when you sign the LOI, the LOI assigned both sides. And it’s kind of goes into the securities law a little bit. You know, you’re this pre-existing condition. He has to be preexisting to what, to an offering or the contemplation of an offering. Well, the LOI isn’t an offering.
Gene:
You don’t know if you’re going to go into purchase and sale. You don’t know if you’re going to actually just wholesale property or you’re going to keep it yourself. You don’t know. So that’s not the start of this indication, but call me and we can start doing stuff. And I’m going to get to the punchline in a minute. I don’t think the purchase and sale agreement is actually the start of an offering either. Because once again, it could fall out. You could keep the property, you could wholesale it. Who knows, who knows what’s going to happen, but I’m sure that when you sign a fee agreement with me, you’re contemplating syndication. So there’s a bunch of stuff I could do ahead of time to help us so that when we sign the agreement, we’re ready to go. And one of the things that my firm does in our fee agreements, Charles, is we put a clause in there cause I want people to sign up with me right away, as soon as we can. So we can get started.
Gene:
We put a clause in there that if the SPI agreement and spread this property or some other property, so this property dies a miserable death. And in due diligence, I’ve got your money because I get paid up front, I’ve done half the work. Now we’re just going to put the stops brakes on here, meaning finding another property. I’ll pick up where I left off and you’re not out your money. Not every law firm does that. Now some law firms won’t try to collect all the money up front. They’ll wait until the deal closes. And I’m not a contingency law firm. I’m not going to do all the work and hope that I get paid based on your ability to raise the money and close the deal. Right. Okay. So I don’t do it that way. And I’ve always been a flat B flat fee law firm. I just charge a fee and I don’t keep track of hours and you can call me as much as you want. And my fee carries on six months after the deal closes in case we’ve got stuff to do. So I try to make it easy criminal first-timers to look at business.
Charles:
Interesting. So how can our listeners learn more about you and your firm? Where can they find you?
Gene:
Okay, well, behind me, my email address [email protected], we have a pretty good website. You can go to my website and you can actually sign up for a free consultation. Everyone gives free consultations, but that’s, that’s where you can sign up. And we have a pretty good YouTube channel where we’ve got a lot of interviews of people that are in the business. And we post those on our YouTube channel. You can always just give me a call and the number’s there and we’re all set.
Charles:
Okay. I will make sure that all that information is in the show notes. And thank you so much for coming on today.
Gene:
You’re welcome, Charles. I appreciate it.
Charles:
Have a great rest of your day.
Charles:
Hi guys! It’s Charles from the Global Investors Podcast. I hope you enjoyed the show. If you’re interested in get involved with real estate, but you don’t know where to begin, set up a free 30 minute strategy call with me at schedulecharles.com. That’s schedulecharles.com. Thank you.
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