PPM Real Estate Lawyer
Experienced Lawyers for All Matters Involving Real Estate Private Placement Memoranda (PPMs)
PPM Real Estate Lawyer Team Lead
In real estate, private placement memorandums (PPMs) allow real estate investment trusts (REITs) and other entities to secure a private equity fund from outside investors without going through the federal securities registration process. By default, investment offerings are subject to registration under U.S. securities laws. However, exceptions apply, and when relying on these exceptions, REITs and other entities must carefully document their eligibility so that their private placement offering can withstand scrutiny from the U.S. Securities and Exchange Commission (SEC) if necessary.
Private placement memoranda serve this purpose. At Oberheiden P.C., we assist REITs and other entities with drafting and issuing PPMs. We also assist with all the other legal aspects of syndication and offer investment opportunities to accredited and non-accredited investors. We advise investors about these private placement offerings as well. A PPM real estate lawyer at our firm can guide you forward step-by-step and help ensure you make informed decisions every step of the way.
Our Real Estate PPM Services
How can we help you? We encourage you to schedule a complimentary consultation with a PPM real estate lawyer at Oberheiden P.C. if you have questions about any of the following:
Services for REITs and Others Issuing PPMs
Considering PPMs and Their Alternatives
There are several important legal considerations involved in using PPMs for syndicated real estate investments. Using a PPM allows entities (called syndicators or sponsors) to make unregistered offerings under Regulation D, and Regulation D offers two different options (Rule 504 and Rule 506) to syndicators. A PPM real estate lawyer at Oberheiden P.C. can help you choose the option that makes the most sense based on your specific targets and needs.
While conducting syndicated offerings with a PPM is one option for REITs and other entities—and it is a popular option for a reason—other options are also available. Before moving forward with a PPM, it will be worth considering other registration exemptions such as:
- Regulation A – Regulation A allows entities to raise up to $75 million in a 12-month period through the issuance of an offering circular. While offering circulars are subject to review and qualification by the SEC, this process is still far less onerous than the registration process for public securities offerings.
- Crowdfunding – The SEC has also issued rules that allow for unregistered crowdfunding from investors. Both accredited and non-accredited investors can participate in crowdfunding offerings, with no limit on how much accredited investors can invest.
Our PPM real estate lawyers have experience with these options as well, and we can help you make an informed and strategic decision that maximizes your entity’s opportunities while minimizing your fees and other costs. Each option makes more or less sense in different circumstances, and our lawyers can help you make a confident decision focused on the future.
Drafting Private Placement Memoranda (PPMs)
If conducting an unregistered syndication under Regulation D is the best approach, our lawyers can draft your entity’s PPM. When issuing a PPM, it is imperative that the document is custom-tailored to your entity’s private securities offering and contains all language necessary to establish eligibility for non-registration under Regulation D. When you choose to work with Oberheiden P.C., a PPM real estate lawyer at our firm will work closely with you to ensure that we have all necessary information, and then we will draft a PPM that you can use to solicit investors with confidence.
Vetting Accredited and Non-Accredited Investors
Regulation D allows syndicators to use PPMs to raise capital from both accredited and non-accredited investors (though there are limits on the number of non-accredited investors in some cases). With both types of investors, thorough vetting is critical—as you do not want to end up in a situation where an unsophisticated investor claims to have been misled.
Drafting and Negotiating Investment Contracts with Investors
When conducting a real estate syndication or any other type of unregistered investment offering, issuing PPMs to prospective investors is just the first step in the process. A PPM is a disclosure document, not a binding agreement. As a result, once an accredited or non-accredited investor decides to move forward, the next step is to issue the investment contract. Along with drafting custom-tailored PPMs, we also draft and negotiate custom-tailored investment contracts or any other legal document for REITs and other clients.
Dispute Resolution and Litigation
Along with helping REITs and other clients navigate syndications and other types of unregistered investment offerings, we also represent entities and individuals in dispute resolution and litigation. Various issues can lead to disputes; and, when a dispute arises, a proactive response can be critical for avoiding unnecessary costs and potential risk factors. Along with their transactional experience, our lawyers also have significant experience in mediation, arbitration, and litigation—and we can use this experience to protect your company’s interests (or your personal interests) as efficiently as possible.
Services for Investors Who Receive PPMs
Reviewing PPMs
If you are thinking about participating in a real estate syndication and have received a private placement memorandum, our lawyers can assist with reviewing the PPM. Since we also draft PPMs for REITs and other entities, we have clear insight into what these documents should—and shouldn’t—say. A PPM real estate lawyer at Oberheiden P.C. can make you aware of any red flags, and can generally advise you regarding the sponsor’s compliance with Regulation D and other pertinent considerations.
Negotiating Investment Contracts with REITs and Other Entities
If you decide to move forward after reviewing the PPM, our lawyers can assist you with negotiating the investment contract. Here too, our experience on both sides of these transactions proves invaluable to our clients. We can advise you regarding the types of terms that are most likely to be negotiable, and we can explain any terms or conditions you are struggling to understand. We can also draft alternative language seeking material changes to the contract or clearing up language that has the potential to lead to disputes down the line.
Dispute Resolution and Litigation
We represent investors in both formal and informal dispute resolution proceedings and in litigation as well. As we mentioned above, disputes can arise in connection with syndicated real estate investments for various reasons; and, when a dispute arises, a prompt and cost-effective approach is generally best for all parties involved. If you are facing a dispute, we can clearly explain your legal rights and the options that are available to you, and then we can take all necessary legal action on your behalf. Whether you want to target an amicable resolution that preserves the relationship or your primary focus is on getting back your principal, our lawyers will target the outcome that best serves your long-term interests.
Put our highly experienced team on your side
Dr. Nick Oberheiden
Founder
Attorney-at-Law
Lynette S. Byrd
Former DOJ Trial Attorney
Partner
Brian J. Kuester
Former U.S. Attorney
Hon. Kevin McCarthy
55th Speaker, U.S. House of Representatives (ret.)
Government Consultant
Mike Pompeo
Of Counsel
Former U.S. Secretary of State
John W. Sellers
Former Senior DOJ Trial Attorney
Linda Julin McNamara
Federal Appeals Attorney
Nicholas B. Johnson
Former Prosecutor
Roger Bach
Former Special Agent (DOJ)
Chris J. Quick
Former Special Agent (FBI & IRS-CI)
Michael S. Koslow
Former Supervisory Special Agent (DOD-OIG)
Ray Yuen
Former Supervisory Special Agent (FBI)
FAQs: Using PPMs for Real Estate Investments
What is a Private Placement Memorandum (PPM) in Real Estate?
A private placement memorandum (PPM) is a disclosure document that REITs and other entities use to conduct syndicated offerings. While syndicated offerings are eligible for exemption from SEC registration, securing eligibility for this exemption requires clear documentation of compliance with a pertinent federal regulation (typically Regulation D). A PPM serves this purpose.
Is a PPM Required?
Technically speaking, a PPM is not required to conduct a syndicated real estate investment offering. However, some form of documentation is needed, and the PPM is the generally accepted standard both within the syndication industry and with the SEC. Today, virtually all Regulation D-compliant syndications are conducted using PPMs.
Is Hiring a Lawyer to Prepare a PPM Worth It?
Hiring a lawyer to prepare a PPM is worth it for several reasons. If you need a PPM, you should not download a template or form document off of the internet. These are generic documents that may or may not have been prepared by a PPM real estate lawyer. To ensure securities law compliance with Regulation D, it is critical to work closely with a lawyer who can prepare a PPM that is custom-tailored to your specific offering.
What Are the Key Terms of a PPM?
Private placement memoranda for real estate syndications have several key terms. These include a summary of the offering terms, liquidation preferences, conversion rights, and anti-dilution provisions, among many others. When you work with a PPM real estate lawyer at Oberheiden P.C., your lawyer will help you understand all of the necessary terms and ensure that you are making informed decisions going forward.
When Should I Hire a PPM Real Estate Lawyer?
You should hire a PPM real estate lawyer if you are in the process of contemplating a syndicated real estate investment offering. There are several ways an experienced lawyer will be able to help at this stage—from drafting a custom-tailored PPM to helping you consider potential alternatives. Likewise, if you are thinking about investing in a REIT or other entity and have received a PPM, you should hire an experienced lawyer to help guide you forward.
Schedule a Complimentary Consultation with a PPM Real Estate Lawyer at Oberheiden P.C.
If you would like to speak with a PPM real estate and securities attorney at Oberheiden P.C., we invite you to get in touch. Please call 888-680-1745 or contact us online to schedule a complimentary consultation today.
