Which document to read first in a conversion fund package before deciding whether to invest

Feasibility on one of three buildings is the finding before you even open it. Read it the way a contractor reads a bid package with pricing for one of three locations. It means the other two are not priced, and the sponsor is asking you to fund the discovery. So the weekend goes to the feasibility summary, and the first thing to look for is who wrote it and whether they were paid by the sponsor or by the fund. Then whether it includes a real structural and mechanical walkthrough rather than a desktop review, and whether abatement is scoped or carried as an allowance. An allowance on abatement in an older office building is a hole with no bottom.

The two documents answer different questions and only one of them can lose all your money in a single line.

Feasibility tells you whether the building converts. The items that decide that are floor plate depth from window wall to core, core placement, floor-to-floor height after new mechanical, existing plumbing riser locations against a proposed unit stack, whether the facade tolerates operable windows or requires replacement, and the abatement scope. Those drive cost per finished unit, which is the number every conversion lives or dies on. A study covering one of three buildings means the fund is raising against two unpriced assets, and you should ask directly what happens to committed capital if either fails feasibility after closing.

The LPA decides what share of a good outcome reaches you and whether the sponsor is paid for effort or for results. Read the fee definitions against total project cost rather than equity, the definition of stabilization that starts any promote, the capital call mechanics if hard costs run over, and dilution language for non-participating LPs. Overrun dilution is where small positions in conversion vehicles most often get impaired.

Read feasibility first. A building that cannot produce units at a viable cost per unit makes the best waterfall in the world worthless, and no clause fixes structure. Then read the LPA before you fund. Interpretation of specific provisions is a question for your own securities counsel, since it turns on the actual document and your state.

One more thing to request: feasibility studies on buildings the sponsor rejected. That shows whether the process has teeth.

One line item to add to what you pull from the feasibility work, warrant. Get gross square feet, net rentable square feet and unit count, then compute the efficiency ratio yourself. Office buildings that convert well usually land somewhere in the 70s. Anything in the low 60s tells you the floor plate is fighting you and every cost per unit in the deck is optimistic. If they will not give you all three numbers, that is the answer.