In the simplest terms, a real estate private equity fund is a partnership established to raise equity for ongoing real estate investments (Bond, NAIOP). A general partner (GP), most frequently referred to as the “sponsor”, creates the fund. The sponsor asks investors, known as limited partners (LPs), to invest equity in the fund or partnership. Those funds, along with money borrowed from commercial banks, investment banks, public institutions, asset managers, and other lenders, are supposed to be invested in a variety of real estate development or acquisition opportunities.
Typically, the LPs provide the bulk of the equity capital and are passive investors, who have actively chosen to invest in an offering, which was presented by the sponsor. LPs earn an early return of capital and a preferred return on capital invested (Bond, NAIOP). Sponsors are in charge of providing the equity capital, securing investment opportunities, managing the real estate and the fund, and earning fees (that typically are based on performance).
A real estate private equity fund differs from capital that comes from friends and family and joint ventures. A differentiating example of a joint venture could be among a landowner, a developer, and a money partner. None could complete the investment without the others, and the joint venture is specific to just one investment. Real estate private equity funds, on the other hand, are created to invest in a series of deals with a standardized risk and reward structure created for the overall fund in which the sponsor and LP participate unequally (Bond, NAIOP).
What are the Sponsor’s Motivations?
While there are arguments for a laundry list of motivations, we’ll highlight the general motivating factors for sponsors.
- Diversify and expand funding sources, as well as holdings
A sponsor with a pipeline of potential investments can use a fund to take advantage of a portfolio consisting of a variety of deals that would not otherwise be available. The capital-raising strategy should, however, focus on the sponsor’s history, the experience of the team, the potential for returns, alignment of interests and clearly identified opportunities. The most reputable developers with the best track records are able to find investment opportunities in their home markets that are outside their traditional property type focus, opportunities outside their historical geographic focus, or some combination of both (Bond, NAIOPI). A private equity fund has the potential to provide the scale that will allow the sponsor to fully take advantage of these opportunities, thereby generating returns over a much larger capital base and likely even lowering the risk of the firm.
- Invest in larger and higher quality projects
A sponsor that has capital constraints can use funds to invest in larger and more complex projects. Conversely, more partners also enable the developer to share the risks with their investors to create a better risk-return balance on large, complex projects that the sponsor would not be able to take on alone.
- Obtain better terms from banks and other lenders.
- Provide an alternative to mezzanine capital.
- Develop projects using fund-level financing in lieu of project-by-project financing.
- Earn fees from the fund, including a promoted interest.
The “Three Key” Considerations to a Private Equity Real Estate Fund
While an argument could be made for a myriad of factors that are critical to take into account when setting up a private equity fund, three key considerations standout. These are pillars to success in establishing the fund and efficiently raising capital from the limited partners.
1) Amount of Equity Capital to Raise
The first consideration is the amount of equity capital that ought to be raised. This should include organizational fees. The minimum private equity fund size is generally considered to be $20 million. While organizational costs are generally proportional to fund size, the floor for organizational fees is about $400,000. While the sponsor recoups these fees from the fund once the capital is raised, the sponsor must carry these costs during the fund’s formation period. Examples of these costs include: formation costs for the legal entity or entities, filing fees, accounting fees, regulatory brokerage costs, clearing costs and the cost of producing marketing documents (Bond, NAIOP).
While the fund’s equity capital is typically combined with debt capital to create a total pool for investing, a successful fund needs to balance potential deal flow with the fund’s size to ensure that the fund can produce sustainable returns for the LPs, and that it doesn’t become too small, such that a follow-on fund might need to be launched. The timing of flows to and from the fund should also be considered. In general, LPs begin earning a preferred return on their capital as soon as the funds are invested. Therefore, in addition to obtaining a commitment from each LP for the total investment amount, astute sponsors stage the pay-in to match the fund’s anticipated timing of investments.
2) Realistic Amount of Time, Energy, and Seed Funding Required
Sponsors must be clear-eyed about the time, energy and seed funding required to launch a fund (Bond, NAIOP). The sponsor is responsible for all aspects of the fund: organizing the fund, which includes generating a partnership agreement, offering and subscription documents; securing investment opportunities; securing loans and other financing; managing the fund; operating the properties; preparing partners’ tax returns; and responding to accounting and audit matters, and this is to name only a few of the highlights. These responsibilities put the sponsor is under a constant, daunting amount of pressure. You may have the financial acumen, but you may not have other traits essential to being a successful sponsor.
3) Clear Investment Fund Strategy
It’s imperative for sponsors to have a clear and easily understood investment fund strategy. This differs from the market fundamentals, property type, and location strategies that dominate traditional real estate investing assessments. Though experienced sponsors and the largest funds may be able to raise funds for a “blind pool” – a fund for which no individual investments are identified – first-time sponsors typically must identify specific investments that are included in the fund’s offering memorandum.
Concisely, there’s a lot of complexity to operating or owning a private equity fund that we didn’t get to. However, our goal was to cover the core basics. What is a private equity fund, how is it set up, and what are the key takeaways? We hope this piece was helpful and educational for those interested in private equity.