Jun 6, 2022
Welcome back! Today we are joined by Nicholas Moore, Nick is a
partner in the real estate and private equity practice group
handling virtually all transactions involving income-producing
commercial real estate. With several years’ experience, Nick
represents local, regional, and national developers, owners,
syndicators, general partners, limited partners, and investors as
they acquire and divest commercial real estate through
sophisticated transactions. He uses his experience to provide
straightforward actionable and practical advice with the ability to
refine clients’ strategies for acquisitions, development, leasing,
financing, and joint ventures. In this episode, Nick shares discuss
the importance of being actively involved in a business venture.
Nick stresses the importance of demonstrating engagement and
participation in order to avoid appearing as if one is not involved
in a business venture. Let’s Dive in!
[00:01 – 5:13] Opening Segment
- Who is Nick Moore?
Moore started working in commercial real estate five years ago and
has since developed a talent for working through real estate
- He is a partner at a law firm, Robertson, and specializes in
real estate transactional work.
- Nick has transacted over 200 million in transactional volume
- He has closed a transaction on Monday for an $18 million deal
- He has a private equity Joint Venture Partnership
[05:13 - 12:15] How to Draft a Purchase and Sale
- You can draft up a PSA to document a real estate
- The PSA is an agreement between the buyer and seller that sets
forth the terms of the purchase.
- A Purchase and Sale Agreement is the most formal type of real
estate contract, and it is enforceable.
- Make Sure You Don't Lose a Deal in a Seller's Market
- You need to move from LLI to PSA as soon as you can.
- Create a timeframe where the PSA has to be distributed after
LOI is executed.
- Don’t accept any offers within that time period.
- Find council you if it’s the first time, you can switch.
[12:16 - 26:03] What to Expect When
Joining a JV Partnership
- Disclosure is key on the front end, so try to communicate as
much as possible
- Sellers should be aware of timelines and what is refundable
before making offers
- Know the structure of the JV before making an offer
- Passive Investing Isn't Necessarily a Bad Thing
- If you're going to syndicate your business, make sure you have
a Price Placement Memorandum (PPM)
- If you are a practitioner in a business partnership, there has
to be some check and balance and fluidity in order to keep the
business running smoothly.
- In order to be successful with the SEC, you need to make sure
that you are actively involved in your business, even if you have
delegated certain responsibilities to others.
- A member-managed LLC is a way for all of the members to
collectively make decisions for the company, similar to how a
quarterback by committee works
[26:04 – 30:50] Closing
- SEC Requires Private Placement Memorandum to Include
- The SEC has determined that only accredited investors can
participate in private offerings, and the issuer means it's a
company issuing the security.
- The Ppm is a disclosure document, and it references the company
- The best way to analogize it is your Ppm is the brochure, and
your OA operating agreement is the fine print.
- You're signing a joint signature page to the operating
agreement. You don't sign a Ppm.
- Morris believes that patience and gratitude are key virtues and
wants his grandchildren to know this about
Find out more and connect with Nick through his: LinkedIn
or visit their website at www.rfllplaw.com/
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I believe that you only need a small axe to build a lasting
empire. Let’s start building yours!
To know more about me and all the real estate opportunities you
can find, you can connect with me on LinkedIn,
or check out my website https://smallaxecommunities.com/
and book a call with me.
“Try to have it as inclusive as you can upfront so that
you're not changing expectations and things because it can, I've
seen it sour sellers, and in a seller’s market. That's the last
thing you want.” – Nick Moore
“You can find counsel, if it's the first time you can switch
to us, if it's your second time, whatever the case may be. But give
yourself that opportunity to source that PSA without losing your
deal to somebody else who comes in the interim.
– Nick Moore