Common Misconception: Lack of Liquidity in a Multifamily Syndication Investment

Many passive investors have the misconception that when investing in a multifamily syndication, their money will be tied up during the entire hold period. A hold period is the amount of time that you hold on to the property after buying shares in the LLC that owns the building. The time period is usually measured in years, and most syndicators hold the property between five and ten years.

Most investors believe that means their money will be locked in for the entire hold period and feel uncomfortable with the lack of access to their money for so long. However, this can be a major misconception when it comes to investing in a multifamily syndication. In truth, when you buy a property in a multifamily syndication, you are part of a group of investors who all own shares of an LLC that owns the property. Therefore, technically you have the ability to sell your shares to other investors in the group or even to an investor who wasn't part of the original group.

The Syndicator/General Partner Determines Your Investment Liquidity

The fact is, the investment’s liquidity is dependent on the syndicator. There may be cases where an investor or their family was involved in a serious accident, became ill or had a similar type of hardship, and they need cash. The syndicator may allow the sale of shares in some specific cases, but not all. As a passive investor, your due diligence should include inquiring if the syndicator allows investors to sell their shares.

The best thing to do is to ask the syndicator directly about their approach to selling investors’ shares. Another source of information is the Private Placement Memorandum (PPM) that you sign when making an investment. It’s a legal document (required by the SEC) and includes the partnership agreement. The PPM outlines all the information about the project, how the sponsor and investors are compensated, fee structures, preferred returns, and how the rental income and appreciation will be distributed. It also contains information about the circumstances in which an investor can sell their shares due to hardship.

In some cases, the sponsor will have the right to refuse the sale of the investor’s shares. Remember, the sponsor vets investors the same way investors vet sponsors, and they want to know who is going to be their new partner. Their decision could be based on a variety of reasons, but the bottom line is the sponsor makes the decision. On the other hand, some PPMs indicate that the investor can sell their shares without any constraints.

How To Price Your Shares

If the PPM has a provision for an early sale to another investor and the sponsor will allow a “hardship” sale of your shares, how do you price them since the property hasn’t sold yet? It’s tough to calculate, because a good portion of the investment’s return is based on appreciation at the time of sale and you can’t accurately state the amount of appreciation if you sell your shares early.

The best approach is to look at the return projections outlined at the start of the deal. Another approach is to look at the average returns for a similar multifamily property in the same market. For example, if cash on cash returns average in the 6-8% range, but you’re exiting the deal early, that number might have to be adjusted. Another way to determine the price is to calculate the total return over the stated hold period, and then prorate the share price based on the year in which you want to sell your shares.

Do Your Homework

Passive investors often have the misconception that their money will be tied up during the entire hold period of a multifamily syndication deal. The reality is that many sponsors allow investors to sell their shares. But it is up to you as the investor to do your homework and know whether or not the sponsor will allow you to sell your shares. If an investor wants to leave prior to the property’s sale, the process must be stated in the deal’s private placement memorandum. Being able to pull your money out of a syndication deal is possible but could come at a discount. If liquidity is important to you, make sure you understand the PPM in it's entirety before choosing to invest.