Two quotes for the same 506(b) raise, $32k flat vs $18k plus filings at cost

The gap is usually in three places: how much of the economics gets drafted from scratch, who handles state notice filings, and whether post-signing work is inside the fee. Securities work is a licensed specialty and how the exemptions apply to a specific raise is a question for the attorney you hire, so treat everything below as mechanics rather than a read on either quote.

On the drafting: a PPM and an LLC agreement for a single-asset deal are largely assembled from a firm's existing forms. The custom labor is the waterfall, the capital call and dilution language, GP removal rights, transfer restrictions and the risk factors that are specific to the asset. If the sponsor's waterfall has a catch-up, a preferred return that compounds, or a refinance event that returns capital without triggering promote, that's real drafting time. A $18k quote that lands boilerplate on those terms is cheaper because someone else, meaning the sponsor, is doing the thinking.

Blue sky is the line item that surprises people. Notice filings and fees are per state and vary by state, and they're driven by where investors live rather than where the property is. Twelve states of investors can add a few thousand in fees and filing labor on top of any flat fee. Confirm in writing which states are included and who tracks renewals.

The bill after closing usually comes from investor-side redlines on subscription documents, side letters, a change in the raise amount, and lender requirements that force an amendment to the LLC agreement. Ask each firm for their last three deals' total billed versus quoted.

One thing worth pinning down early: the attorney's client is the sponsor entity, not the investors. If a dispute comes later, that distinction shapes who can rely on the advice.