6.4% of equity comes off before the property does anything. Normal?
Reading my way through an offering document for the third time and writing down every place money leaves before an LP sees a dollar. 8.4m equity raise, 22m purchase, industrial flex, five year target hold.
What I've found so far:
Acquisition fee, 2% of purchase price, 440k, paid at close. Organizational and offering costs, capped at 250k, reimbursed to the sponsor from the raise. Asset management fee, 1.5% annually. The base is where I got stuck. The document says 1.5% of gross asset value, not of invested equity. At 22m that's 330k a year rising with any appraised value increase, versus 126k if it were on equity. Disposition fee, 1%. A line reimbursing an affiliate for capital markets services in connection with the offering, amount not stated, described as market rate.
So before an operating dollar is earned, close to 690k of the 8.4m is committed. That's 8.2%, higher than the 6.4% I first tallied because I'd missed the org cost reimbursement on my second read.
The promote is 20% over a 7% pref, cumulative, with a full return of capital before the split, which reads fair to me on its own.
Two things I want to understand rather than complain about.
The asset management fee on gross asset value means the sponsor's fee grows when they refinance and add debt, and grows again if the appraisal moves. That seems to pay for the wrong behavior. Is there a standard argument for that base that I'm missing?
And the unstated affiliate capital markets reimbursement. Every other number in this document has a cap. That one has an adjective. I don't know whether to ask about it or whether asking marks me as someone who won't be an easy investor to have.
I have a call with them Tuesday and I'd rather ask two sharp questions than ten.