Episode 124 - Breaking Down Industry Standard FEES in Commercial Real Estate

Today hosts Braden Cheek, Brian Duck and Joel Thompson demystify sponsorship fees in commercial real estate.

All right, what is up and welcome back to how to invest in commercial real estate last week, Brian's yawning and this week we just get, hey, ok. Ok. Well, we just got back from Vegas. Super exciting trip. I only got, hey, I'm tired, I'm tired again. Uh we, we went out there to tour a bunch of sites. Um It ended up being like six or seven different sites and we've only committed to two. So it was kind of nice getting you to, you know, while we were there, get a glimpse of the future pipeline. We'll probably have a lot more stuff out there in the first quarter. It sounds like after meeting with Andrew and his team out there. Yeah, so two deals that we looked at that we think are going to be coming down. The pipeline is Carson City hard corner uh gas station and convenience store and then in Las Vegas and auto body shop in North Las Vegas. Perfect auto. Yep. And, and so, uh shout out to Andy, our partner out of Fort Worth because he's the one that connected us up on the deal. He's not always on the podcast, but we appreciate the awesome job he's doing lining up all these opportunities for you guys.

Yeah. So the perfect auto deal closes November 15th. It's a super small equity raise. So we're just kind of allowing a few select group of people. Your, your phone is auto transcribing everything I'm saying. Wow, you don't even need to use GP. T this time. I've got the whole show right here. That's, that's great. That's great. Whoever got that text is gonna love it. Well, she hasn't got it yet since I haven't sent it. Um, anyway, perfect Auto. It's like a 1.27 equity multiple. It, we should be in and out of the deal in about six months. It's an existing building. We're plugging in a new operator. We've already signed the listing agreement to sell it. So it will literally hit the market the day we buy it or the day after we buy it. Um, Andy met with the new operator. Um, he's got a lot of locations out there. We drove by one of his other locations, um, pretty locations he's already operating. Right. Yep. Yep. So that'll close November 15th. Um, yeah, look out for an invite. All right. What's the topic today? Braden? What's the topic today? Brian. The topic today is how to evaluate the fees of the sponsorship of the sponsor in a real real estate syndication.

Yeah. So through the podcast and through our business, we're constantly getting a lot of new investors who are interested in investing and the, the first risk that they have to kind of debunk is the, the bad actor risk. Um And, and we have to do that same thing, right? Like that's why we flood Vegas to meet Andrew and, and the team and tour the sites and make sure all of this stuff is real and, and they're gonna be good stewards of your money and you have to kind of develop these series of questions that you can ask. Um So we, we just thought it would be an amazing topic today to kind of go into questions. You should be asking a sponsor of a real estate development or us. And they're just good things to understand. Um, when you're investing into an LLC like this, we just made a list of the questions that we get, right. And the number one question is, how do we make money because, uh, our investors wanna know that they're not being ripped off that, that we're not just doing this to generate fees for ourselves. So they wanna know exactly how we're getting paid. So what are, let's, let's start with, um, the criterion, standard fees.

Maybe we might talk about, maybe some other sponsors have additional fees that we don't, that we don't charge. But what, what are typical fees for criterion? Yeah. So the, the easiest one to start out with is an acquisition fee. So an acquisition fee is typically just, you know, 12 3% of the total value of the asset that's taken at closing when you close it. And so that by definition, acquisition fees, so that's those are the costs that we have some soft costs up front. We, we travel like we just said to go see some of these things, obviously, we have employees and everything else. But um, so these are costs uh that we're trying to reimburse ourselves for putting the deal together. Yeah, so you're writing all the deals, we're billing any costs. We actually incur back in addition to the acquisition to just because those costs are associated with the deal. It's, it's really about the time and effort putting the deal together for our internal infrastructure, like you said, you know, um we have an office of, of people and it takes a team to put all of these packages together. So the acquisition fee is really just time and effort spent on that deal. Um Yeah, and just so I wanna clarify, uh it's 12, I, I haven't seen three but it could be a 3% of the of the total purchase price.

We just gotta make sure we understand that. So if we're going after a $5 million deal, uh the acquisition fee for us could be 50 to $100,000. And so, uh like Braden said, if we go out there to the site, we have travel costs. We have to stay in a hotel. We meet with the developer and we end up buying that deal. Uh We will also charge those fees in addition to the acquisition fee. But here's the catch guys is that we're uh lining up deals every single week that we don't buy. And there are deals where we will fly out to a market. And we're like, you know, we don't have a great feeling about this. We don't like the area. We're not gonna do this deal. We lost three or $4000 last week on a deal. Uh we dropped. Yeah, and, and so those uh costs cannot be billed to a specific uh syndication. Those are costs that we eat as the sponsor. Uh No one, no investor should be obligated for a deal we didn't buy. Uh And so that's why the acquisition uh fee is important because it does uh help cover the time and energy and expertise that we, we have lining up the deal. But it also helps reimburse us for some of the deals that we didn't buy.

And that keeps us motivated to keep looking for deals because if we were just, if we couldn't charge an acquisition fee and we weren't getting reimbursed for any of our travel, then it, then we would be have to be very, very selective on which deals we even looked at because we wouldn't have enough money to fund a lot of deals, not being able to get reimbursed knowing that 90% of the deals don't, you know, don't follow through to a closing. So, yeah, so the next one, you would say, you know, right now we're doing a lot of developments, we're not acquiring properties. What is that fee? Is that, is that the same? And it, and it's not, we just charge a $50,000 fee to the investment company, the company that's raising the money. Um, and that's an equity placement fees is kind of what we call it. Um, the next fee would be a disposition fee. And again, that's typically one or 2%. It's typically only taken if we exceed the, um, expect, uh, the expected irr. Right. So, like if we're advertising a 22 irr and we sell and hit a 1516, 17, you know, we're not gonna hit a massive disposition fee. So, I mean, it's kind of at will. We can take that its discretionary though and just a little bit more to that point, the closer we are to the deal, irr, the more likely we will take a disposition fee if we, let's say we, we said we think it's gonna be a 22% irr.

And we ended up and we can sell and take a 1% disposition fee and get you to a 21. We're gonna do that. It's when we underperform as a sponsor. Uh, and let's say the IRR is gonna be 5% or 10% or zero. We're not gonna take a disposition fee at that point because we, we know we've underperformed and we want to salvage as much of the investor returns as we can. So that's how that's gonna go. Yeah, the, the next fee is an asset management fee and this is just 1% of revenue. Um Some people do this of 1% or like a quarter of a percent of the asset value per year. Um Some people do this in the form of 1% of assets under management. You've got to have a specific, I think you have to have a series seven license to charge a fee on assets under management. So that's, that's why we specifically don't do it, but there's, I'm sure somebody out there doing it without the license. Um But yeah, an asset management fee, it's 1 to 2% of the revenue generated. That's, that's what we charge here. And so I just want to clarify for everybody on revenue because you have all these different, no, I uh revenue, you know, gross net profit, all that.

Uh So let's say you have a shopping center and let's just say it's 50,000 square feet and uh uh I'm gonna take a guess here but you're running uh you know, maybe what, uh 50,000 a month in gross revenue, I mean, red buds 20,000 ft and it probably has $50,000 in revenue. Ok. So maybe I'm under, maybe it's $100,000 on a 50 60,000 square foot center. And so the fee would be $1000 a month. Uh And, uh, so that's a total gross revenue, whatever that number is, 1% that's 1000 a month. And, and to, to your point, it's, that's really covering the cost of the daily covering, it's not covering a lot of the costs, uh, but it's, it's just a little bit of an admin fee because, uh, we do have to, uh, the manager manage the manager, manage the contractors on site, uh, manage the investment software, get you the quarterly updates, print the checks handle any questions all of the day to day operational. Uh, things with that asset that's to help cover the overhead that we have with the employees to help do that.

Ok. Uh, any other fees you've got acquisition disposition, uh, asset management, debt fee. We talk about debt. We haven't talked about debt. Yep. So, um, we charge a 1% fee on any debt. We have to guarantee and we guarantee all of the debt on an acquisition, um, on some of these joint venture development deals, we've gotten out of, of having to sign on the debt sometimes because the sponsor has been strong enough to where we just weren't needed. Um, sometimes that's where we can add a lot of value to the development is by bringing our own lender like this deal we're doing in, in Jacksonville at the Starbucks deal, that's our lender. Um So we got way better terms and that kind of helped us win the the project, so to speak with the developers because we not, I mean, we brought all of the capital stack. So it, so it kind of pays for number one on every deal, we go out to multiple uh get multiple quotes, right? And that takes time. So we're paying for our time and then we do the personal guarantees on it. So it's kinda to cover a little bit of liability that, that we're uh taking on. Would you say it's, I don't even think it's a time, I don't even think it's a time thing, right?

Because the bank is typically charging origination, we would have to find a loan anyway. I mean, we could pay 1% to somebody else to help find us alone. And I mean, every now and then you'll see us using a AAA loan officer like that very rarely. But um yeah, it's, it's really risk, right? So like how, what do, what do we like? I, I personally guaranteed $100 million in loans. Look at my face, look at this, I mean, it's just it, it's risk, right? Like at the end of the day, the investors recourse is their capital invested. We have that same recourse with the same capital if not more invested, but we can't just turn the keys back in if it doesn't perform, they're suing the shit out of us. So that 1% fee is in to use our balance sheet. And I think that's commensurate with any sort of bonding fee. I mean, a typical bonding fee is 1%. Ok? And I got some additional thoughts on this. Um Your points are well taken. It is partly to compensate for the risk. But, uh, let's just dive in a little bit to, uh, a question I had, let's say you have a sponsor that says, hey, I don't charge a debt guarantee fee, but those guys do, they're worse, they're taking more from you.

Ok? That would be the pitch. Um, and we want, I wanna explain that because that is absolutely not true. There's so many sponsors out there that, uh, don't spend any time working on getting you debt. Uh And so there are a couple of different ways they can do that. They can say, hey, mortgage friend, I don't want to go to 30 banks and evaluate them and give them all this information and underwrite the deal and build a model and try to convince his bank to do the deal, but the mortgage broker will do it because that's what he does every day and he's gonna charge one or two points to, to the, to the, uh, LLC that's buying the deal. So you're gonna pay whether your sponsor does it or a mortgage broker does it. The next point I want to make is a lot of sponsors. They don't want any risk. And so what they do is they go out and get CN BS debt, non recourse. Uh low leverage, 60% debt, 70% debt that deals at less risk, which negatively impacts the limited partners returns. That's where I'm going is that uh they don't want any risk. And so then they, they provide uh you know, lower irr returns.

And so what we try to do is we try to go for the highest ir returns we can get. And sometimes the only way to do that is to go get personally liable debt with our balance sheet. And with our experience, we can tend to get lenders from a 60 or 70% on a non recourse up to an 80 even 85% LTV on a recourse deal which drastically uh improves the upside for the investor. Plus you want your sponsor personally guaranteeing the debt. I mean, at some point, the sponsor will outgrow it, but I don't necessarily understand people who will never sign on debt. It just makes me inherently not trust them, right? Because they're, they're not fully committed at the end of the day, they can bail, they can just say, yeah, this didn't perform as well. Equity. You're, you know, the money's gone lender, you can have the property back, sorry. And I mean, that's just, it's not good enough. You, you want to know when you're giving somebody money that they are going to hurt just as much, if not more, probably more than you. No, that's a, that's a great point is like, even though we're taking a small fee, if we, if we go out and do the hard work and find better debt and if we sign our names, but you definitely should, should like that aspect because it makes us fully invested in the success of that deal.

So both of you made really good points. Ok. We gotta keep going. How about uh promoted interest? Is that considered a fee? No? OK. Well, I've got a question. It is part of how we get paid. It is part of how we get paid and that's the big part. All right, let's hold off on that because I do, I do have another question about that. Um So the second question I would have and, and that we've gotten is how do we make sure that our investors interests are aligned with our interests so that we're all, you know, going towards the same goal? Right? So, so far we've talked about fees. Uh, we've explained the cost upfront costs. We have and why the acquisition fee helps that? We've talked about the asset management fee and, and how that covers all of the day to day activity and administration of the deal. We've talked about a di disposition and a debt guarantee fee and why those are important. Ok. But none of that is really aligning the investment interest with our interest. But that's also not the big profit center for us, the big profit center and where we make most of our money is on the back end sale. Uh And so how we align our investor interest with ours is we do the promoted interest or, or commonly known as a waterfall where if we can hit certain hurdles for the investor, any amount over that we share in those profits.

And so that's what the the carried interest is or that's what the waterfall is. And so Braden, why don't you kind of explain uh how we go about uh sharing the profit over a certain return? Yeah. So uh most every single deal, there's some sort of preferred return or if there's not a preferred return, it's just a split of profits, right? So if we don't make any profits, we don't make any money. I mean, it's just, it's very simple. We have to get profits to the limited partner and then we get a small percentage like, you know, 30% of 1% you know, so that's what we get of every percent after eight, typically 30 to 50 cents on the dollar of every per percent after eight. So we're finding assets that are purposely delivering, you know, 25 30% irrs because we need to know that we can get the investor, you know, 18 to 20. And then there's a little bit left over from us. I mean, that, that's the name of the game is, is we're kind that's we're allowing people to invest with us in, in great investments and that's the other big way.

We're aligning the investment, right is, is we're literally ourselves in an equal position because we're investing in the same fund you are and that money is treated the exact same way. So we want it to perform as well as you and we want it to not disappear just like you. So that's immediately aligned that are we investing? We're the largest investor, we're typically the largest investor and we're personally guaranteeing the debt and we make the lion's share of our money if we deliver you or, or we start to make money after we deliver you 8%. And people ask all the time, why did you pick eight? And the reason in my personal opinion why I picked eight is because if I can get you 8% I, I feel entitled to start sharing in profits. 8% is kind of like a bare ass minimum market return in my opinion. OK, guys ask yourself uh what all financial planners tell you about investing in the market? Like, don't worry about the ups and downs over the last 80 years. The S and P uh and the Dow and the NASDAQ have averaged about 8% a year. So it's a, it's a good number. And he's saying is that if we can deliver uh 8% to you, uh which is what the market's gonna give you over time, then we, we wanna share a 30% share, 40% share, 20% share of the profit over that number.

That's all. And, and so that's how, that's how we align our interest. So if we can get you to 15, right? That means that we got 3 4% if we can get you to 20 that means we got 5 6% potentially. However, it's laid out again, the promoted, the promoted interest on these deals like some of these shopping centers will hold for 57, 10 years. So again, we're not making the lion's share of that money until the asset is sold. I was gonna say the same thing to me, the fees, our fees, the fees that we charge just kind of pay our overhead, right? Our year to year overhead, we don't get paid the lion's share of what we're getting paid for 7 to 10, maybe longer years till we sell the property, right? That's why I refer to myself as Excel Sheet wealthy because it, I mean, it's just like every joke you've heard about the real estate developer being broke is 100% true. Ok. Next question. Ok. Um So I think you, you covered my next question was how the waterfall works, but you, you explain that well. So the waterfall specifically is the portion of the operating agreement that is titled distributions for us.

It's the fourth section and it is the most important part of the operating agreement because it's what says, hey, when this entity makes money, where is the money going? In our case, there's two different waterfalls, there's a waterfall for operations and there's a waterfall for an exit. The waterfall for operations is the preferred return. Typically eight and then a 7030 split is typically standard. Sometimes we'll take a little more than that where, you know, we're the, we're the 30 the limited partners, the 70 like I said, sometimes it goes 4060 we've had one deal where it was 5050. Um and then that's just operational cash flow, right? So if that asset makes money doesn't have a capital event, that's how you distribute cash. That's how you, I mean, if we don't follow those rules, you can sue us for fraud and win. I just told you how to win. Um The next section is a, a capital event. This isn't always a sale. A lot of the times. This is a refinance, that's kind of the ultimate home run for us is to be able to keep the asset return the equity back. So this portion of the waterfall is for a sale or refinance, like I said, we will pay the preferred return to date to that date that we're making the distribution, we have to return all of the capital and then it's that same split that it was in operational cash flow.

We'll we'll get, you know, 3040 50% of the profits after you have your return, preferred return to date, you have your money back. Um that's when you know we'll get the promoted interest there, ok? Alright. So I think uh in everything we've said this could be inferred but the question that we get sometimes is ok, well what if you guys lose all our money, you guys still get paid? Right? Um but from what from what we're saying, I don't think that's true, right? I mean we might get some fees so the only fee we got was the acquisition fee and maybe the debt guarantee fee, the acquisition fee. Yes. Ok but I think what how we've explained it is that it really isn't a profit center uh for us that basically is just paying for all the time, we we chase deals then you have the debt guarantee fee and I'm gonna tell you right now is if the investment was so bad that I that we lost all of your money I'm in I'm in trouble on that debt guarantee. I'm I'm definitely in trouble on the debt guarantee and and whatever I got in the debt guarantee fee, 40 grand or whatever is not gonna touch the pain I'm gonna go through with that lend, that's, that's number two, the asset management fee we get only while the investment was, was good revenue.

Uh It gets revenue and once again, like even on a big deal, it's, it's 1000 a month. Uh And so really just hand the clerical and administration of the, of the investment and all the investors. And so then the disposition fee we're obviously not going to take if we lost everyone's money. Uh And so it really, this, this, this gig doesn't work if, if we lose investors money. Uh If the investor doesn't win, we don't win. That's for sure if the investor doesn't win. We, we're actually, we, we are in big business is built to what make money and service the owner, right? It's, it's the same with our business, our business wins if we win and we win for you and for those that have never invested with us. Uh I've been doing this now for uh well, we've been syndicating since 2010 ish time frame. Uh We've never lost uh an investor dollar. Uh And in fact, we've paid out millions and millions of dollars over what the investors have invested. Now. Clarifying, I'm not saying that we won't ever have a deal that loses investor money. Not only have we not lost investor money, we haven't lost any investor original capital, let alone all of it on a deal now, like I said, there could be, where did the worst thing that's happened to us to date is that we've had to pause distributions on properties that we have run into issues, capital events, you know, lost occupancy COVID.

Uh And so we've had to pause distributions but never have we lost extra dollars. I was gonna have a different story. The, the nonperformance GC and the Kiddy Academy in Dallas. That scared the crap out of me. Yes, that did that. We, we salvaged it. Ok. So we've talked about all these fees. How do our investors know what the industry standard is? How do they know we're not way above industry standard? How, how would they, yeah, we'll just run through it real quick. Just, just to make it easy acquisition fee, it can be zero, it can be one, it can be two even three. I don't know that I've seen it any higher than that. If you see it higher than two, you need to start asking the right questions. Uh, especially the larger the deal gets. So, you know, if you're gonna buy a, you know, a $1 million deal and, and, you know, the guy's been, you know, the sponsors been chasing deals for two years and, and he wants to take a $20,000 fee, uh, for putting the whole deal together. Ok, fine. But if it's a $40 million fee, it's $800,000. So if it's, if he's gonna go 3% 4% you're gonna 1.6 million on that, that $40 million deal. So that's important. Uh I've, I've personally seen like gigs where people wanted us to invest in the deal and the development fee was 100% giving me pause just because you, you have to look at it like you want me to wire you millions of dollars and, and you're immediately getting a million dollar development fee on this like speculative deal before we know that it works.

And a lot of the times you'll see lenders step in and say, you know, the development fee fee, you can get a portion of a closing and then the rest has to be paid in installments. And I mean, that, that's the developer's fee. It's not really our problem. That's why we don't really charge a massive fee on that. It's because it's inherently risky asset management fee, which is kind of the administration of the asset and the investors. Uh we charge typically 1%. I've seen that higher. I've seen it two maybe three. But the important question to be asking on that is how are they uh calculating that we do it on revenue? And it comes out to be a very nominal fee. But uh if you're in a fund and, and they raised a billion dollars, 1% of the fund amount could be. Uh what is that? A billion dollars? It's $100 million no 1% on 1 billion 1% on 1 billion is, is less. It's like 1010 million. Yeah, it's, it's the same thing with financial advisors. Right. There's, there's been that study that financial advisors historically can't earn their fee in comparison to what the S and P 500 does because, I mean, they can't perform, they can't get you eight after their fee.

Yeah. And so keep that in mind and, and try to calculate what that asset management fee is based on the, the, the metrics that they're calculating on and just see how much money are they generating here? And are they making enough to, to, to be so profitable that they don't really need the investment to make money because they're just generating so much in fees. That's the question you gotta ask. And so for us, like I said, our typical asset management fee is 500 to $1500 a month per deal. Uh But if someone's, uh, you know, if it was 10 million a year, uh an asset management fee or whatever it is, then that's going to be too much. And again, none of the development projects are paying that. I mean, I, I would say we, we get like $2500 a month in asset management fees and it's just like, it's not much, it doesn't cover, it doesn't cover a salary for one person to manage the manager. So I'll tell you that. Um, so let's go over a couple of other ones real quick. The debt, the debt guarantee fee. Uh I've seen that as high as 2%. I haven't seen it higher than that. I've seen it at zero. Um, once again, the, the bigger the deal, the theoretically the lower the debt guarantee fees. So if you, if you're, you know, if it's a huge loan and he's charging two or three points that, that's gonna be a lot of money upfront.

And, and again, we, we talked about the only reason we started charging that debt guarantee fee is because we initially had the conversation about maybe not going as high on the leverage and backing down and giving more modest returns. But, you know, we decided it was worth the risk as long as we got something in exchange for the risk because it really does give, give you multiple points higher returns, I mean, 3 5% pretty easy on the irr uh ok. Disposition. Did I already cover that? Uh same, same thing, 1 to 2 points for us? Uh I don't know that I've seen it any higher than two points and it really needs to be based on, did the deal make money? Uh I don't think uh people should be taking huge dis disposition fees if they didn't deliver uh on their uh offering me or their memorandum, the offering memorandum, their performer, their irr targets. You remember that one building locally where the seller we, we were buying a building, the seller touched in with us. He's like, hey Mike, my broker's trying to charge me like a 6% fee on this. What are you, what are you guys paying? We're like 1%. He's like, OK, I, I felt like it was a little high but I mean, that's, that's locally, right?

You, you always run the risk of somebody taking advantage of you and charging you this exorbitant fee now. Ok. We're getting along here. But I, I just have a couple of other points if, uh, uh, a sponsor had a fee of 5% on the disposition. Ok, great. Uh, the only have some restrictions on that and if, if he got you to a 40% irr maybe he's entitled to that. Uh, but the great thing about a disposition fee is it's taken at the end when you know what your returns are gonna be the problem with the acquisition fee and some of the other fees, if they're taken up front is you've eliminated the incentive, uh, for the, the sponsor to make sure the deal works. He's already got the money. Um, then, and always make sure all of these fees are, are papered, right? All of the fees. We, in our operating agreements and private placement memorandums every single time and we don't take fees that aren't in the operating agreements. So, read the operating agreement. I think we've pretty much covered it at the end of the day, we are 100% aligned with our investors making money. We're typically the largest investor uh in any one of our deals.

And uh look, we, we want to incentivize ourselves just enough to keep finding great deals for people. And you know, like we talk about uh distribution time four times a year that we love doing that because the more money we make our investors, the more money comes back to us and the more people they talk to and the more investors we get. And so we are 100% focused on making our investors money and beating other sponsors and other investing alternatives uh for them because we know if we deliver higher returns, we'll get more of the money and we can do more deals. I mean, it's, it's true, a bad uh what I would consider a bad internal return for us is like 15%. And sometimes I have to remind myself I would be disappointed, you know, because we're never pitching a deal at 15. I mean, if we delivered a 15% irr it would, it would feel like we kind of messed up a little bit. But then I have to take a minute and I just have to be like, ok, 15 freaking percent. Nobody is doing a retirement calculation based on 15%. Do I wanna do? I wanna uh not perform an expectation. I said never right. But like at the end of the day you get a 15% return.

Are you upset about it? No, of course not. You're ecstatic. It's amazing. You know, I, I would say that I would invest my money and be happy with 0% returns sometimes as long as I got 100% of my capital back and I believe I had a real chance of making 20 30% right? Because that's the thing about uh high returns guys is, is it involves higher risk. Ok? And so you're, if you're gonna try to get 30% irrs, you're gonna have uh once in a while it's not gonna work. Uh And so if you can get 100% of your capital back, even at 0% return, having the chance to triple the market on returns, that's, that's, that's a pretty good trade actually. Uh So I think that's a good note to end on longest episode ever. Anything else? Time for anything else? Ok. Then Brian. Brian, let's go do, do the signature. Thanks for joining us on how to invest in commercial real estate. We'll see you next time. Thanks guys.