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- Herausgeber: John Wiley & Sons
- Kategorie: Fachliteratur
- Sprache: Englisch
In an ultra-competitive real estate market, what differentiates the truly successful real estate developers from the others? If you want to achieve greater returns and fully leverage your investment, you'll need new and creative ideas to set you apart and give you an edge. In Real Estate Development Strategy for Investors, successful developer and bestselling author Ron Forlee shares how you can turn your property portfolio from a hobby into a highly lucrative career. Featuring industry-insider strategies, an advanced take on fundamental investment types and detailed case studies, this book will give you the methodologies and strategies to help you find better investment deals and increase your overall profits--whether investing in residential or commercial property development. This book is perfect not only for developers and agents but also for everyday Australians looking to boost their financial security by investing in real estate development. Its fresh perspective on alternative strategies provides new ideas and creative methods for getting ahead in today's hot property development market. Discover new and effective directions for your real estate investments. Learn how to: * form a real estate investment syndicate * find low-cost development land * secure funding from alternate sources * budget better and control costs * use blockchain technology to save money and time. Real Estate Development Strategy for Investors is a must-read for any investor seeking to go beyond the ordinary and advance their career in real estate development.
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Seitenzahl: 432
Veröffentlichungsjahr: 2022
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Table of Contents
COVER
TITLE PAGE
COPYRIGHT
ABOUT THE AUTHOR
ACKNOWLEDGEMENTS
PREFACE
INTRODUCTION
Real estate development syndicates
Joint venture developments
Developing with minimal cash
Securing development land at a lower cost
Alternative forms of development finance
Development economics and cost control
Creating a passive income real estate portfolio
Smart technology and blockchain strategies
CHAPTER 1: REAL ESTATE DEVELOPMENT SYNDICATES
What is a development syndicate?
Types of real estate syndicates
Advantages and disadvantages of real estate syndicates
Creating a syndicate
Syndicate structures
Role of a syndicate manager
Fees and expenses
Taxation implications
Finding syndicate members
Rules and regulations
Managing a syndicate
CHAPTER 2: JOINT VENTURE DEVELOPMENTS
Reasons for a joint venture
A joint venture versus a syndicate
Advantages and disadvantages of a joint venture
Examples of when JVs are formed
Types of JV entities
JV development structures
Selecting the right JV partner
Structuring the shareholding in a JV
Steps in setting up a joint venture
Key aspects of a JV agreement
The JV agreement
Public–private partnerships
CHAPTER 3: DEVELOPING WITH MINIMAL CASH
Understand the fundamentals
Increasing your equity and value
Find an equity partner
Secure seller finance
Generate your own fees
Rezoning properties
Subdividing property
Secure development rights
Utilise options
Raising investor funds
CHAPTER 4: SECURING LOW‐COST DEVELOPMENT LAND
Development rights
Securing government land
Leasing land for development
Assembling land for development
CHAPTER 5: ALTERNATIVE SOURCES OF DEVELOPMENT FINANCE
Private lenders
Joint venture funding options
Crowdfunding
Take‐out or head‐lease funding
Ethical funds
Social impact bonds
Government funding
Real estate development fund
CHAPTER 6: CREATING A PASSIVE INCOME REAL ESTATE PORTFOLIO
Why have a real estate portfolio?
Buying established real estate vs developing
Ten steps to creating a real estate portfolio
Types of real estate investments
Why develop and hold?
Develop‐and‐hold strategy
Develop‐and‐hold analysis
Long‐term investment analysis
Creating a portfolio faster
Benefiting from tax and gearing
Mistakes to avoid when building a portfolio
CHAPTER 7: SMART TECHNOLOGY APPLICATIONS
Adopting smart technology
PropTech
Useful web resources for property developers
Using online services for real estate information
Software for feasibility studies
Communicating with the development team
FinTech
ConTech
Building information modelling (BIM)
CHAPTER 8: BLOCKCHAIN TECHNOLOGY IN REAL ESTATE
What is blockchain?
Blockchain in real estate
Blockchain in real estate development
Blockchain's disruption
Blockchain and fractional ownership
Blockchain in social infrastructure
Blockchain in affordable housing
Other blockchain opportunities
Blockchain applications in real estate
Tokenisation and fractional ownership
Blockchain contracts and agreements
Property title transfer
Transaction security and fraud prevention
Decentralised rental and investment
Design and construction
Case studies
CONCLUSION
Knowledge is key
You are a problem‐solver
You know how to mitigate risk
Focus on relationships
A final note
APPENDIX I: A SAMPLE HEADS OF AGREEMENT (HoA)
APPENDIX II: A SAMPLE OPTION AGREEMENT
APPENDIX III: A SAMPLE DEVELOPMENT RIGHTS AGREEMENT
INDEX
END USER LICENSE AGREEMENT
List of Tables
Chapter 1
Table 1.1: the difference between a REIT and a private syndicate
Chapter 3
Table 3.1: possible shareholding structure in a development
Table 3.2: fee structure during the development stage
Table 3.3: fee structure during the operation stage
Table 3.4: an example of the distribution of funds after the sale of units
Chapter 4
Table 4.1: an example of the distribution of funds after a development is so...
Table 4.2: an example of the distribution of funds after a development is co...
Chapter 5
Table 5.1: registered MIS vs unregistered MIS
Table 5.2: fee table summary
Chapter 6
Table 6.1: sample of a develop‐and‐hold analysis
Table 6.2: sample of develop‐and‐sell analysis
Table 6.3: sample of develop‐and‐rent analysis
Table 6.4: sample of develop, sell and rent analysis
Table 6.5: spreadsheet of long‐term investment
Chapter 8
Table 8.1: blockchain pros and cons
Table 8.2: typical social infrastructure assets
Table 8.3: Comparative yields
List of Illustrations
Chapter 1
Figure 1.1: structure of a typical development structure
Figure 1.2: structure of a typical syndicate using a bare trust
Chapter 5
Figure 5.1: real estate crowdfunding
Figure 5.2: social impact structure
Figure 5.3: an open‐end development fund structure
Figure 5.4: stages of an investment
Chapter 6
Figure 6.1: equity position starting with $240 000 equity
Figure 6.2: equity position starting with $240 000 equity plus top‐up...
Chapter 7
Figure 7.1: interaction between PropTech, FinTech and ConTech
Figure 7.2: the crowdfunding process at work in a real estate project
Figure 7.3: building information modelling
Chapter 8
Figure 8.1: blockchain transaction process
Figure 8.2: Phaeton real estate NFT marketplace structure
Guide
Cover
Table of Contents
Title Page
Copyright
About the Author
Acknowledgements
Preface
Introduction
Begin Reading
Conclusion
Appendix I: A Sample Heads of Agreement (HoA)
Appendix II: A Sample Option Agreement
Appendix III: A Sample Development Rights Agreement
Index
End User License Agreement
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REAL ESTATE DEVELOPMENT STRATEGY FOR INVESTORS
RON FORLEE
First published in 2022 by John Wiley & Sons Australia, Ltd
42 McDougall St, Milton Qld 4064Office also in Melbourne
© John Wiley & Sons Australia, Ltd 2022
The moral rights of the author have been asserted.
ISBN: 978‐1‐119‐88732‐4
All rights reserved. Except as permitted under the Australian Copyright Act 1968 (for example, a fair dealing for the purposes of study, research, criticism or review), no part of this book may be reproduced, stored in a retrieval system, communicated or transmitted in any form or by any means without prior written permission. All inquiries should be made to the publisher at the address above.
Cover design by Wiley
Cover Image: © RomanBabakin/Getty Images
DisclaimerThe material in this publication is of the nature of general comment only, and does not represent professional advice. It is not intended to provide specific guidance for particular circumstances and it should not be relied on as the basis for any decision to take action or not take action on any matter which it covers. Readers should obtain professional advice where appropriate, before making any such decision. To the maximum extent permitted by law, the author and publisher disclaim all responsibility and liability to any person, arising directly or indirectly from any person taking or not taking action based on the information in this publication.
ABOUT THE AUTHOR
Ron is an architect, property developer and author. He is also the CEO of Phaeton Pty Ltd, a blockchain technology enterprise creating innovative blockchain solutions in real estate development and investment.
Over the past 42 years, Ron has been involved in a range of real estate developments, from housing estates and hotels to shopping centres, which he has managed and financed. As an architect, he has master‐planned large‐scale communities and infrastructure projects and designed commercial buildings such as shopping centres, office blocks and tourism developments in Australia, South Africa and China.
Ron has hands‐on experience in real estate and infrastructure development through undertaking personal real estate developments. As an expert in real estate development, infrastructure, master planning and architecture, Ron has written and published several books on real estate development and building construction. He has also delivered papers at seminars about his primary interest.
In addition to his books, Ron provides online educational courses on real estate development through his website www.ronforlee.com. These courses are based on his experience over four decades as an architect and real estate developer. In providing these programs he aims to educate people to undertake developments properly. Developers make money by taking a significant risk, but this should not be their sole motivating factor. Developers are decision‐makers in creating environments for future generations. Their responsibility is therefore to create ecologically sustainable environments that all can enjoy.
ACKNOWLEDGEMENTS
This book would not have been possible without the support and encouragement of certain people. They have contributed to my life in many ways. I express my gratitude to:
My late mother, Mabel, who supported and encouraged me to live my dreams and taught me the importance of assisting less fortunate people.
My late wife, Cindy, who loved and supported me throughout our 38 years of marriage and showed me the importance of being happy and positive.
My children, Taryn, Jared and Charisse, who have loved and supported me in every possible way.
Ron Forlee [email protected] 2022
PREFACE
In 2004 I published my first book, An Intelligent Guide to Australian Property Development, followed by Australian Residential Property Development in 2010. In 2014, due to overwhelming interest, I wrote Australian Residential Property Development for Investors. This book is a sequel to that 2014 volume.
A significant aspect of real estate development is that it is creative in its built form. Deciding how to tackle a new development requires lateral thinking. There is no static or structured approach for a new project. Understanding alternative strategies places a range of options at your disposal.
This book covers various strategies, including forming syndicates and joint ventures, developing with minimal cash, creative financing, securing low‐cost development sites and creating a real estate portfolio with passive income. It concludes with a review of modern technological developments such as cost‐effective construction techniques and blockchain technology. My case studies demonstrate how using these strategies over my long career has resulted in favourable project outcomes.
If you want to advance your career in the exciting world of real estate development, this book is a ‘must read’. Most readers will have acquired some development experience or at least have read my previous book, Australian Residential Property Development for Investors. This will make it a lot easier to understand and appreciate the ideas in this book and will arm you with a greater understanding of various development strategies. A confident grasp of the strategies examined will give you an edge over your competitors, help you secure the respect of your peers and development team, and prepare you to communicate on an equal footing with seasoned real estate developers.
Real Estate Development Strategy for Investors is comprehensive, providing important details on each topic. It does not follow a specific sequence, and you may choose to turn to a topic of particular interest as you need to. However, I recommend that you read all the chapters so you are acquainted with the broad range of options and strategies you can draw on during your career as a real estate developer.
INTRODUCTION
Creativity is essential to successful real estate investments and developments. Real estate development is not static, and there is no standard structure beyond the basic principles. A project does not come to life from following a set formula. It starts with being creative and applying various development strategies. Seasoned developers who have worked on multiple projects approach a new development equipped with multiple creative options. It is creativity that distinguishes one real estate developer from another.
As you transition through a real estate development career, you should study the various real estate development strategies to resolve any problems in a project, such as financing or structuring a new concept for the market. First, though, you will need to fully understand the fundamentals and principles of real estate development, whether residential or commercial. In this book, we cover the following real estate development strategies.
Real estate development syndicates
A real estate development syndicate pools money from a group of investors in order to fund a development project. The money contributed can be used as the equity for a construction loan provided by a senior lender. A development syndicate is created to develop a variety of asset classes, from residential apartments to commercial property. The structure will vary depending on the type and scale of the development. To safeguard the public's interest, all syndicates are regulated by the Australian Securities and Investments Commission (ASIC).
The benefits for the developer and syndicate members are that as a group they can participate in a more substantial property development than they could develop on their own. Additional syndication benefits include obtaining a more significant quantum of financing, investing in a larger property under professional management, diversifying by investing in several properties rather than just one, and investing in property in different geographic locations.
Joint venture developments
A real estate development joint venture (JV) is an arrangement between two or more parties to work together and share resources to develop a property. The parties in a JV maintain their own business identity while working together to complete the project. JVs allow property developers with extensive development experience to work with real estate capital providers, investment funds or landowners. Each party's role and responsibilities within a JV can be assigned as needed to progress a project to its successful conclusion. Profits are then shared as agreed upfront between the JV parties.
The following example demonstrates the benefits of a joint venture. A landowner owns a potential development site with mixed‐use zoning for an apartment and retail centre. The landowner is approached by a professional developer. The landowner is not interested in selling the land but is willing to participate in a JV with the developer. Under the JV, the landowner provides the land as equity for the project, and the developer finances the construction and manages the project. When completed, the project can be sold to third parties, or the JV partners can hold it as an investment for a medium to longer term.
Developing with minimal cash
A common problem among developers is a lack of cash and cash flow. Developers are visionaries and entrepreneurs. They are not cashed up and are always looking for alternative ways to finance their projects. Many people believe it is impossible to become a real estate developer without substantial capital. However, there are strategies that enable you to get started in this industry with only a small amount of seed money.
Most financial institutions require at least 25 to 30 per cent deposit or equity before advancing any development funding for a project. The developer's goal is to develop without cash or any cash deposit. So how do cash‐poor developers overcome this problem? Fortunately, there are solutions, but they require creative and lateral thinking. The solutions depend on several factors, such as the developer's experience and an adequate understanding of development finance and the various lenders' policies.
Securing development land at a lower cost
In the real estate development industry, there is a saying: ‘You make your development profit when you buy the land.’ What exactly does this mean? It means land is where the value grows. If you buy or secure land at lower than market price, you create an instant increase in equity. Conversely, you will always be behind the eight ball if you buy or secure land at above the market value. Adding a building to the land does not increase its value to the same degree. Building construction cost is relatively consistent, whereas land prices can fluctuate according to supply and demand.
Development land promoted by real estate agents on various marketing platforms is sold at current market price. If the market is buoyant, there is no room for negotiation. The key is to source ‘off‐market’ development land. It is not always easy to find. Techniques for securing off‐market land include finding government land, securing development rights, rezoning or assembling blocks of land to create a higher value.
Alternative forms of development finance
Traditionally, banks have been the primary source of development funding. In recent years, the credit crunch has seen the banks tighten their lending and apply stringent criteria for lending to developers. There are alternatives available to developers, though. Understanding these alternative options will raise you to another level in terms of your knowledge of how to finance your development.
With advances in modern technology, we have seen the rise of crowdfunding and other alternatives such as social impact bonds. At the same time, some developers have created their funding source through development funds. More seasoned and knowledgeable developers have pre‐sold their entire project to a significant investor, making the development funding a lot easier.
Development economics and cost control
In a career spanning more than 40 years as an architect and developer, I have seen many projects shelved or delayed due to cost blowouts. In analysing the reasons for this problem, I found that the development team, from the developer to their consultants, did not comprehend the value of development economics. Understanding the simple elements that cause cost blowouts and how to prevent them will help you bring in your project within the budget.
Development economics is only one of several facets that make up the package of a successful development. Its role is to guide developers to ensure that all cost factors are considered when a decision is made at each stage of the development process. The exercise enables you as developer to build the intuition to recognise elements that create unnecessary costs and to avoid them through the process. With this intuition, you can guide and lead your team to keep your project within budget and ensure that it remains viable. It can also assist you in making significant decisions, including whether to proceed with a project, or to set it in the right direction so it becomes bankable. (I discuss this area more fully in my previous book Australian Residential Property Development for Investors.)
Creating a passive income real estate portfolio
One of the main reasons for building a real estate portfolio is to increase your wealth so you can achieve financial independence by creating a passive income in your retirement. Many real estate investors who follow this strategy have become extremely wealthy through capital growth over time, but a property portfolio is not a short‐term investment. In the short term you may receive only minor or no profit from the rent after expenses like mortgage, insurance, rates and maintenance are taken into account.
There is a faster way to increase this capital growth, however, and that is through real estate development. The secret is to develop quality properties and retain as much of your project product (assets) as you can to add to your long‐term property portfolio. Holding these assets as investments allows you to acquire your property at the developer's wholesale cost, holding it for further capital growth and deferring the tax on the development profit until sold.
Smart technology and blockchain strategies
The world is changing at a pace it is hard to keep up with. We are living longer, but our daily lives have become overloaded. The speed of progress means things quickly become obsolete. No industry is immune to the pace of change, and any business that is not looking to keep up with the changes in modern technology will be left behind by its competitors.
The real estate industry is exposed to these changes and has embraced new technology in research, marketing and sales through digital communication. Real estate developments are also starting to adopt new construction methods that are faster and more cost‐efficient.
One innovation that will impact the real estate industry is the creation of blockchain technology. It has already disrupted the financial sector, with cryptocurrencies affecting payments, remittances and foreign exchange. It is not surprising therefore that this technology is now being adopted in other businesses such as real estate. Real estate transactions have traditionally been conducted offline, involving face‐to‐face meetings between interested parties. With blockchain, smart contracts allow assets like real estate to be tokenised and traded like cryptocurrencies such as bitcoin and ether.
When blockchain technology is applied to real estate development, it has many social benefits due to its transparent, cost‐efficient and secure platform. It provides a better system through which governments and businesses can minimise problems of human interference while maximising access to professional services. Moreover, it is a transparent system that can disrupt the norm to reduce fraud, speed up approvals and provide a more efficient way of completing a project.
The development and investment strategies I outline in this book draw on my experience as a developer and an architect. They are also supported by case studies taken from developments in which I was involved. Of course, other developers adopt different methodologies. Indeed, such strategies are limited only by our imagination and creativity.
CHAPTER 1REAL ESTATE DEVELOPMENT SYNDICATES
Given the scale and dollar value of most real estate developments and investments today, the popularity of syndication continues to grow, as it has over the past three decades. Financing is one of the primary factors affecting its popularity. Typically, the interest and cost of debt financing place a burden on a project's cash flow. This burden is eased through attracting investors to pool their resources to finance a project and achieve a financial goal that could not be accomplished by an individual investor acting alone.
Real estate syndicates are also known as unlisted property trusts (UPTs), listed property trusts (LPTs) or real estate investment trusts (REITs). They offer investors the opportunity to participate in the ownership of higher‐quality properties that would ordinarily be beyond their reach. In this chapter we focus mainly on the private real estate syndicate or UPT, explaining its structure, benefits and risks, and how to manage it.
A syndicate can develop or invest in various asset classes, from residential apartments to commercial real estate. The structure may vary depending on the syndicate's strategy. Most syndicates are regulated by government authorities to safeguard the public's interest. In Australia the governing body is the Australian Securities and Investments Commission (ASIC).
The benefit for the developer and syndicate members (investors) is that, as a group, they can participate in a more extensive real estate development. Additional syndication benefits include obtaining a more significant quantum of financing, investing in a larger property, using professional management, diversifying and investing in several properties, and investing in different geographic locations.
What is a development syndicate?
A real estate syndicate is organised by a developer or investment manager. The manager will source suitable real estate and form a real estate investment company (usually a limited liability company) to acquire it. The manager will then coordinate a group of investors. These investors will contribute money to the company for the property purchase (less any bank loans), settlement costs, operating capital and reserves. In return for their contributions, investors will receive membership or ownership interest in the company and a return on their investment. The manager will conduct due diligence on the real estate before acquiring it and will manage the project on behalf of the investors during the development or ownership of the property until it is sold.
Real estate types
The types of real estate developed by a syndicate vary significantly, from small residential projects to industrial complexes to office towers to retail, hotels and other tourism‐related ventures. Each real estate syndicate will have different objectives. For example, a development syndicate could develop and sell a group of residential buildings, with the profits shared among its members. An investment syndicate, by contrast, invests in commercial rental real estate with quality tenants, long‐term leases, stable returns and excellent capital growth potential.
Syndicate structures
A syndicate can be based on several legal structures such as partnerships, limited liability companies or incorporated joint ventures or unit trusts. Schemes complying with the Managed Investments Act must be offered through a trust structure. The syndicate usually has a specified term of around five to 10 years. It will then be sold and the net proceeds returned to the investors.
Legal requirements
Most larger syndicates offered to the public will require the promoter or manager to prepare and lodge a prospectus or information memorandum with ASIC. The prospectus sets out detailed information about the syndicate and the risks and expected returns relating to the investment. Smaller and private syndicates can also create a prospectus but do not have to lodge it with ASIC unless they exceed the regulator's limit on the number of investors.
Types of members
The syndicate may be promoted to the public through licensed securities dealers, property managers, financial planners and accountants. In comparison, private syndicates are formed when a small group of individuals, perhaps friends, band together to develop and sell or own a small residential project or office building.
Types of real estate syndicates
There are several types of real estate syndications. Typically, they fall into two specific categories: (a) private syndicates with particular offerings; and (b) public syndicates listed on the stock exchange. In a private syndicate, the sponsor or manager identifies a specific asset to be acquired and raises the capital necessary to either invest or develop the particular asset. In this case, the investors are acutely aware of the specific asset being managed. The second most common type of syndication is a REIT. This publicly traded company pools investors' capital to invest or develop various real estate assets.
Private syndicates vs REITs
The most fundamental difference between a syndicate and a REIT is their relative size and scope. REITs are by definition more extensive than private syndicates. They have more investors, and they manage portfolios aimed at longer‐term holdings. Private syndicates tend to be less formal than REITS, with fewer specific legal guidelines or restrictions. They are usually limited to a small number of development projects. And they tend to focus on holding assets with revenue streams on a shorter time scale than REITs. Table 1.1 outlines the differences between the two structures.
Table 1.1:the difference between a REIT and a private syndicate
REIT
Private syndicate
Number of assets
It holds a property portfolio across multiple markets and focuses on specific asset classes, such as shopping centres, offices or healthcare centres.
It invests or develops a single property for a single market specific to that property using a particular strategy.
Ownership
Ownership is through shares in a company. Investors do not own the underlying assets but share in the company that owns those assets.
Investor ownership is directly through a company or unit trust investing or developing a specific property.
Access to invest
Most REITs are listed on major stock exchanges and are easy to find.
Private syndications can be more challenging to find, and the investment process can involve a bit more time and effort.
Minimum investment
There is no minimum amount under a REIT. Typically, investors buy as many shares as suits their budget.
Syndications have higher minimum investments, as there may be a limited number of investors for a specific development or investment.
Liquidity
Buying shares in REITs means investors are free to buy or sell shares at any time, making REITs a liquid investment.
Private syndicates are not liquid, as the investment includes holding the asset for a specific period until the investment is realised.
Tax benefits
A REIT investment is made through a company, not directly in property. So the tax benefits are through that company. Dividends are therefore taxed as income.
Investment is direct in a property that benefits from various tax deductions, including depreciation (writing off the value of an asset over time).
Types of REITS
These include:
retail REITs.
Retail REIT investments include shopping centres and freestanding retail outlets. The REIT represents the single most significant investment by type in most Western countries. However, there are longer‐term concerns for the retail REIT space as shopping is increasingly moving away from the mall model towards online sales.
residential REITs.
These REITs own and operate rental apartment buildings and retirement villages. They are not as active in Australia as in the United States, for example, as Australia still has relatively high home ownership rates.
healthcare REITs.
Healthcare REITs invest in hospitals, medical centres and aged care facilities. The success of this real estate class is directly tied to the healthcare system. Rentals in this sector are more reliable than other REITs as the medical profession is more reliable.
office REITs.
Office REITs invest in office buildings. They receive rental income from tenants who have usually signed long‐term leases. Most office REITs invest in prime office space within or near the central business district.
other REITs.
These include industrial buildings, industrial parks, logistics centres, hotels and serviced apartments and entertainment.
Variations of real estate syndicates
Real estate syndicates vary in scale and structure. There are private and public syndicates, unlisted and listed property trusts. Some unlisted real estate funds will be ‘open‐ended’ funds, which means the fund can continue to issue units and acquire new properties as time goes on. These unlisted property funds will have no set term and will continue to grow. Generally, the fund's underlying properties are valued every year, so they do not display the same level of volatility as listed property funds, also known as REITs. There are typically three types of syndicates.
Wholesale real estate syndicate
Under this structure, the promoter or developer may have already secured the land, set up the syndicate structure and prepared the project's information memorandum, and can then sell individual shares or units. It is important to note that the financial services industry is highly regulated. Offering shares in a public project requires ASIC compliance documentation and a licence. A wholesale real estate syndicate restricts the offer to wholesale or sophisticated investors. The investors' minimum investment is usually higher than for a retail real estate syndicate.
Retail real estate syndicate
A retail real estate syndicate enables retail investors (mums and dads) to invest in a syndicated project. The minimum investment for a retail real estate syndicate investor tends to be much lower than for a wholesale real estate syndicate. Typically, the minimum investment starts at $10 000. A retail real estate syndicate requires the issuance of a Product Disclosure Statement. In addition, it requires that a responsible entity or manager with an AFSL (Australian financial services licence) run the syndicate.
Private real estate syndicate
Under a private syndicate, business associates, friends, family or other parties known to each other agree to form a syndicate between them. They typically establish a budget then actualise a project. They set up the legal and accounting structure first then look for a site to develop or invest in a property that suits their strategy.
Crowdfunding
Another form of real estate syndication gaining market interest is crowdfunding. Real estate crowdfunding can be described as peer‐to‐peer lending or financing for real estate projects. The process of raising funding is conducted through an online crowdfunding platform. The borrower or developer joins a platform to secure funds to start a real estate project. Investors join a platform to invest capital in exchange for returns on their investment.
SUMMARY
There are various real estate syndication models. The choice you make will depend on whether you are a promoter looking for investors to buy an existing income‐producing property or a developer looking to raise equity capital for your project. When selecting the type of syndication model, I recommend you speak to your accountant. It is vital to ensure that the syndicated project complies with the strict rules imposed by ASIC and the Australian Taxation Office.
Advantages and disadvantages of real estate syndicates
While real estate syndicates have grown in popularity over the past few decades, sponsors and developers need to understand the advantages and disadvantages of syndicated real estate investments or developments.
Advantages of syndicates
Let's first look at the advantages.
Access
The price tag attached to most larger development projects is generally well beyond most individual investors' means. Forming a syndicate allows investors to access such properties' returns in proportion to the amount they can afford.
Higher‐income return
Real estate syndications offer the opportunity to earn a higher income return on capital funds not available with many other forms of investments. With typical real estate developments, funds required are equity (30 per cent), which is leveraged against a lender's debt (70 per cent). With residential developments, home units are sold with at least a 20 per cent profit, equating to a 66 per cent (20/30) return on equity. In commercial buildings, tenants are obliged to contribute towards many of the outgoings on the property, such as rates, insurance and maintenance expenses. Therefore, rental income is higher than most residential investments where landlords pay these outgoings.
Assurance
In general, a syndicate develops or owns a specific property or a limited number of properties for a set period. There may also be restrictions on the syndicate's sale of any existing properties. The investment attributes are much more specific than a listed property trust, where a portfolio can change significantly from year to year.
Management expertise
Managing a more substantial development takes considerable knowledge and time. Like a listed property trust, a syndicate run by a professional manager has an advantage. It frees investors from the day‐to‐day management of the property (such as managing the development team or negotiating and signing leases). Investors also benefit from the manager's expertise in real estate matters (including financial, taxation and legal issues).
Security of capital
Depending on each syndicate's structure, your name or the name of an approved trustee will appear on the Certificate of Title. Your interest will be according to the proportion of your capital invested against other investors in the property. Therefore, you will have the security of tenure with freehold title, as you would ordinarily hold with any other real estate investment. In addition, the syndicate will borrow 60 per cent to 70 per cent of the total development cost from a lender who agrees that it will not have recourse to you or other investors but only against the property. That means that in a worst‐case scenario your other assets are never exposed.
Tax advantages
One of the advantages of investing in a completed development property is that the government provides tax advantages through an investment allowance on building the property and depreciation on all fittings and fixtures within the building premises.
Disadvantages of syndicates
Now the advantages have been outlined, it is important to understand the disadvantages. As with all real estate ventures, there will be cons or risks on new investments or developments.
Liquidity
An investment in a syndicate is an investment in real estate, not tradeable shares. Accordingly, it suffers from the limitations of real estate investment. The principal one is that it is not liquid. For example, investors in an LPT or REIT can sell their shares on the market provided by the Australian Stock Exchange (ASX). However, there is a limited secondary market for unlisted trusts and private syndicates. Syndicate members cannot exit the syndicate before the end of its term unless there is a buyer for their units. This illiquidity means that syndicates should be viewed only as a long‐term investment, unless it is a residential syndicate where home units are sold on completion.
Lack of management skills
Many syndicate managers are well schooled in investment and development, property analysis and acquisition. However, not all possess the necessary management skills. As opposed to a simple transaction, syndication is a long‐term commitment. The amount of continuing communication between managers and investors, such as through quarterly and annual reports, can be overwhelming. Very few developers are trained for this type of group communication and management.
Valuation
As REITs are traded virtually daily on the ASX, holders of REIT units can continuously monitor their investment value. However, the lack of a secondary market in other forms of syndicated property makes it challenging to monitor its value.
Clarity of sponsor compensation
One of the primary reasons sponsors or developers create syndications is the potential for good returns. No law dictates the fee‐splitting arrangement between sponsors and investors in a private offering. There are many different possible arrangements.
Too many investors
Managers of a syndicate have found themselves unprepared to handle investors' care and maintenance. Managers can deal with this problem in two ways. First, they can limit investor numbers in each group. With these smaller groups each investor must make a more substantial minimum investment. In comparison, sophisticated investors who can contribute more money can better absorb the risks associated with real estate investment. Second, the limited liability company's structure almost demands fewer investors. Each investor may have a say in management. Too many investors make the decision process complicated.
Too much risk for too little reward
Often there is more risk in real estate development than anticipated. This problem is especially significant for a syndicate's manager, who may take on the risks of ownership for all the group members. The mistake most often mentioned is that managers assumed significant personal liability in return for the expected profits. Whatever the cause, managers should examine their expected benefits carefully when starting a syndicate. The best option may be to collect a development fee for specific projects and leave the syndication to someone else.
SUMMARY
This section has listed the broad advantages and disadvantages of syndicated property. Sponsors or developers need to undertake a similar exercise before launching their project. The devil is in the detail, so draw up two columns on a piece of paper and list your project's specific advantages and disadvantages. You may find items you have not considered. It will assist you in deciding whether the project is worth syndicating or not.
Creating a syndicate
Before you decide to create a development syndicate, consider the following factors. In addition, you may need to engage experts in real estate investment, legal, accounting and finance.
Type of real estate
Consider whether you want to develop residential or commercial property, as the development strategies are different for each. Generally, most residential developments are sold to individual homebuyers, whereas commercial properties are developed then leased.
Management
Assess whether you have sufficient skill and knowledge in the type of development you intend to syndicate. If not, you can engage a professional manager to supervise the syndicate's affairs.
Return and yield
Consider what returns you expect to receive on the development's completion and the anticipated yield if the development is leased.
Taxation
Evaluate the tax implication of whether the project is sold on completion or held as a longer‐term investment. Again, it is wise to consult an accountant to help you understand the tax implications and the best strategy to minimise tax expenditure.
Government policy
Ensure that you fully understand the government's rules and regulations through ASIC and that your syndicate complies with the current legislation. A good real estate lawyer will assist in this regard.
Exit strategy
With most residential developments, the exit is defined by the sale of home units. With commercial buildings, however, the developer will consider when to sell to extract the best value for syndicate members.
Reinvestment
After the exit, some syndicate members want to reinvest, so consider how the syndicate agreement will accommodate reinvestment. Having happy syndicate members saves time looking for additional investors for the next project.
The process for a wholesale syndicate
The following list outlines the typical process in creating a syndicate registered under the Managed Investments Act.
Find a suitable investment or site.
The sponsor or developer who acts as the manager researches the market and finds an appropriate development site that will suit a syndicate.
Secure the site
. The manager obtains an option over the property or exchanges a contract of sale conditional on the manager's obtaining finance through the syndicate.
Concept and prefeasibility.
The manager and development team prepare a concept plan and prefeasibility study of the project to be developed.
Offer to investors.
The manager then offers interest in the syndicate to interested investors or, if promoted to the public, prepares a prospectus registered with ASIC.
Financing.
Investors then subscribe for an interest in the syndicate, using their own funds plus money borrowed from a lender organised by the manager. The loan is secured by a mortgage over the property. In addition, there is a fixed and floating charge over syndicate assets under a company or trust structure.
Property acquisition.
The syndicate then acquires the property for and on behalf of each syndicate member. The syndicate will then proceed with the investment or development.
Sale of the asset.
If the development is sold on completion, the profit after tax is distributed to the syndicate members. However, the completed product may be held as an investment. In that case, the manager will regularly distribute to the syndicate members any net income and provide audited financial and tax statements.
Long‐term investment.
The syndicate manager may decide to hold the property as a long‐term investment. In that case, the manager will arrange for regular maintenance and repairs and ensure the property is fully tenanted.
End of syndicate's term.
At the end of the syndicate's term, the manager will arrange for the property to be sold, the syndicated loan repaid and all syndicate expenses paid out. The balance of the proceeds is then distributed pro rata to the syndicate members.
The process for a private syndicate
Setting up a private real estate syndicate can be challenging because of the amount of knowledge about finance, the law and the tax system needed. Following is a step‐by‐step guide.
Find your partners.
This is probably the most challenging step, as money is a dynamic and personal matter for most people, so investing with others is not going to be for everyone.
Agree on your objectives.
The main thing is to agree on and establish a broad strategy, refined in the following two stages.
Analyse a finance strategy.
This is based on how much each partner is willing to invest, the type of investment or development, and how much a bank will lend towards the project.
Decide on an investment structure.
You can use various structures, such as a partnership, tenants in common, a private company, a unit trust or a discretionary trust.
Agree on a real estate strategy.
Once the group's finance strategy and investment structure are decided on, the syndicate can choose and agree on a real estate strategy.
Put a legal agreement in place.
Once these items have been decided on, a legal document is established. Each syndicate member will then be required to sign off on it so there can be no misunderstanding in the future.
Execute your strategy.
When all legal documents have been signed off, the manager will start looking for an investment or development opportunity aligned with the syndicate's purpose.
SUMMARY
Setting up a syndicate, whether under the Managed Investments Act or privately, is easier said than done for a manager. It can be time‐consuming with all the relevant parties involved and the documentation needed before a project can be actioned. The manager therefore needs to be patient and must fully comprehend what is required at each step. This will assist parties at each stage to complete their task and start the next step.
Syndicate structures
Although there are several ways to structure a real estate development syndicate, figure 1.1 shows a typical syndicate with equity investors and a separate management entity.
Syndicate entity
A special purpose vehicle (SPV) is set up as the holding entity, as shown in figure 1.1. The borrower on any bank loan sells interests to investors in the SPV. Suppose you use a limited liability company as the SPV. In that case, it will be managed by a ‘manager’ and ‘members’ as the investors. The SPV will need an agreement between the manager and investors to govern how the SPV will operate. The company agreement defines the management and investor rights and duties, and how cash will be distributed to each participant.
Figure 1.1:structure of a typical development structure
Manager
The manager could be a management company controlled by the developer. If an individual is named the manager, the SPV could be harmed if something happens to that person. It will have no manager until a new one is found. Therefore, whether a partnership or company, the manager should have several possible alternatives for continuity. The manager does not have voting rights in the company but can be granted shares for certain pro‐bono services. However, the manager will earn specific fees for their active role in managing the SPV, including project procurement, due diligence, development and asset management.
Members
The SPV in a syndicate will typically have multiple classes of members. These can be broken into two categories; namely, Class A (for cash‐paying investors) and Class B (the management or ‘sweat‐equity’ class). In addition, if certain Class A members have different returns, Class A can be broken into separate sub‐classes (A‐1, A‐2 and so on).
CLASS A SHAREHOLDING
Investors who purchase Class A interests in the SPV are Class A members. Class A members contribute 100 per cent of the capital contributions necessary to capitalise the SPV in exchange for a portion of its own interests.
Class A is offered a preferred return (meaning they get paid their returns before Class B members). Preferred returns can be cumulative, accruing even if no cash is available to pay it until future events. Preferred returns are typically calculated on an annualised basis but determined quarterly.
CLASS B SHAREHOLDING
Class B is the service class. This class typically includes the manager and others who provide services to the company, as determined by the manager. Class B members keep the company's remaining ownership interests in exchange for a nominal amount, typically $100 or $1000 plus their ‘noncapital contributions’ to the SPV. Class B can also establish a cost basis for their investment by paying for their interests. They may be taxed at capital gains level rather than paying ordinary income tax when they receive distributions.
Class B members receive their portion of the distributable cash during operations only after Class A members have received their annualised preferred returns. In addition, Class B members receive distributions only after Class A's capital contributions are refunded on a capital transaction and any arrears have been paid. Consequently, Class B members' returns are subordinate to Class A members'.
Bare trust syndication structure
A bare trust syndication structure may be used when a project is initiated by a group of friends or a group with a common interest in jointly developing a property (see figure 1.2). This applies mainly to residential developments, such as co‐housing or housing developments initiated by a developer who has ready buyers and investors. This structure can also apply to commercial property if the project involves strata units such as offices, showrooms or small factory warehouses.
Figure 1.2:structure of a typical syndicate using a bare trust
Bare trusts
A bare trust is used where the trustee holds the property on behalf of the beneficiary. In this case, the trustee has no discretion and no active duties other than to transfer the property to the beneficiary when requested by the beneficiary. For example, in the case of a syndicated real estate development, the bare trust will purchase the land. Then, with the manager's help, it will develop the strata units, whether residential or commercial.
The trustee
The trustee is purely a nominee of the beneficiaries. Legally, a bare trust is a trust under which the trustee (or trustees) holds a property without any specific interest in the trust, other than having the legal title as trustee. The trustee does not have a duty or other duties to perform, except to convey it upon demand to the beneficiaries or as directed by them — for example, on sale to a third party.
Members
The syndicate members are the beneficiaries who will direct the bare trust. These members will place the initial funds into the bare trust to purchase the land. Then the bare trust will borrow funds to construct the buildings. On completion, each member will pay for their strata unit and take a transfer after paying out their portion of the bare trust's construction debt.
The manager
Under a bare trust arrangement, the manager is an independent development manager, appointed by the syndicate members and contracted to provide development services for a fee. Selecting an independent manager for a bare trust structure avoids conflict between syndicate members. For example, some members could be more dominant than others, leading to disagreements.
Other syndication structures
Trusts come in different forms and are substantially more flexible than other structures as they offer more asset protection. In addition to the bare trust structure, others are as follows.
