JF963: Why You Should Raise BILLIONS in Capital with a 506(c) Offering versus a 506(b)
Raising capital for cash flowing projects it’s exciting, but only one of these offerings will allow you to talk about it. Publicly soliciting potential transactions can boost your ability to close for obvious reasons, you get the word out! Follow Mark as he walks us through some case studies and shares why he would prefer to let everyone in on the deal!
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Mark Mascia Real Estate Background:
– Founder and CEO of Mascia Development
– Mascia Development LLC, is a long term value investment real estate investment company
– Over 12 years experience in real estate
– Presently an adjunct professor at New York University‛s Schack Institute of Real Estate
– Based in New York City, New York
– Say hi to him at http://masciadev.com/
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Joe Fairless: Best Ever listeners, welcome to the best real estate investing advice ever show. I’m Joe Fairless, and this is the world’s longest-running daily real estate investing podcast. We only talk about the best advice ever, we don’t get into any fluff.
I hope you’re having a wonderful — no, best ever weekend, and because today is Saturday, we’ve got a special segment for you that we do sometimes, called Situation Saturday. You’re gonna love this is you’re a money raising machine or want to be a money raising machine, because we are with an investor who has developed over one billion dollars – yes, with a b – of property, and he has over 12 years of experience in real estate. We’re gonna talk about why he chose (or is choosing) to do a 506(c) offering, versus a 506(b) offering on his current deal. How are you doing, Mark Mascia?
Mark Mascia: Good, Joe. Good to hear from you.
Joe Fairless: Nice to have you on the show again. If you recognize Mark’s name, that’s because you’re a loyal Best Ever listener. He’s given his best ever advice once before, and he’s been on the show a couple times. You can just search his name at BestEverShow.com and hear his best ever advice.
A little bit more about Mark – he is presently an adjunct professor at NYU Institute of Real Estate — how do you pronounce, NYU’s Shnack…?
Mark Mascia: Shack, unfortunately… [laughter] It’s the most unfortunate naming of a real estate program.
Joe Fairless: No kidding, the irony… NYU’s Shack Institute of Real Estate – he’s an adjunct professor there. He’s also the founder and CEO of Mascia development, and he is based in New York City, New York, where his company is. With that being said, Mark, before we dive into the 506(c) stuff, do you wanna briefly give the Best Ever listeners a refresher on your background and your focus now?
Mark Mascia: I started my own company about ten years ago, Mascia Development, as you mentioned. Before that, I had worked for large companies, small companies, doing development of all kinds throughout the New York City and DC area; some, like you mentioned, as big as half a billion dollars. That’s pretty easy when you’ve won a project that is that large to get to a billion dollars in development.
So I started my own company ten years ago, and we’ve since always focused on retail and medical office. We focus on properties all over the country, and we’re really a long-term value player, so we buy undervalued assets for the long haul. Cash flow is focus, so we’re not buying vacant buildings and fixing them up; we’re doing development, and it’s all in a cash-flow driven strategy.
We work with some of the largest family offices in the country for the majority of our capital, but we also allow and enjoy having individuals invested alongside those large capital sources. Our sort of egalitarian model is everyone invests at the same terms; there’s no special treatment, even if you have a billion dollars, like some of the families we work with do. So that’s just kind of how we operate, and have owned – I think we’re up to 86 assets right now.
Joe Fairless: What’s your total portfolio value?
Mark Mascia: It’s like 515 or somewhere million dollars… It’s hard for me to keep track because I don’t really look at it every day.
Joe Fairless: Yeah, just ballpark. You don’t track that like the stock ticker.
Mark Mascia: Yeah, right. [laughs]
Joe Fairless: Okay, got it. And Mascia – I apologize for mispronouncing it. Before we started interviewing, I triple checked how to pronounce it and I wrote it phonetically in my notes, but I didn’t write it correctly phonetically in my notes, so I apologize. He’s a friend of mine, I shouldn’t be butchering his last name.
Alright, Mark, thanks for the context. The reason why we’re here is why you are choosing to do your current deal under a 506(c), which you can publically advertise, versus 506(b). We’ve spoken to securities attorneys (a couple of them) on this show, and they’ve walked through the pros and cons of 506(b) versus 506(c), but they’re not doing the deals, so this is gonna be interesting because you’re actually doing the deals. Walk us through your thought process.
Mark Mascia: First and foremost I’m not an attorney, so none of this is legal advice, but it’s just our own experience what I’m sharing… So I like give attorney advice, but I’m not an attorney.
Our current deal is a retails strips center in Spartanburg, South Carolina. It’s a pretty growing, booming market, largest growth center of basically the South. They’ve gotten over a billion dollars of investment in the last couple years, so it’s an interesting market that we track for a really long time. We found this property there that has some vacancy, it has really low rents, it has some great tenants, long leases, so a pretty straightforward retail deal to what we do. Cash flowing day one, around 7% levered, and it goes up to 9% over time. Nothing to blow the doors off, but just sort of a very steady, down in the middle, strong deal that has great [unintelligible [00:06:50].02] cash flow.
We have good reserves, long-term debt – all the kind of stability things you want, and that exactly follows our model. What I just told you – I couldn’t have told you any of that if I was doing 506(b), the old way of raising capital.
Case in point, the first and foremost reason that we like it is because we can talk about what we’re doing actively, and not have to keep everything a secret or know you personally before we talk about it. It just makes logical sense, in my opinion, from a business perspective, to be able to talk about things you’re excited about, and things you’re excited about are usually the newest deal, or the newest thing you’re doing in your business, and before September 2013 you couldn’t do that legally. It’s kind of crazy to me, but that’s the way that we used to do it, and it was the only choice before that date.
So first and foremost, the ability to communicate openly about what you’re doing is exciting and it is the only way to do that – under a 506(c) deal. So that’s kind of the deal in a nutshell.
What we specifically do every time – I mentioned our capital sources are predominantly family office in the beginning, but now have made a huge focus on not just diversifying the investments we make across different locations and different properties, but also our investor capital base. What we saw in the beginning was we have these few families that have deep pockets, but if any of them decided not to do any deal we found, for any particular reason, and some were as funny as “Oh, I’m going skiing for a month, so I’m not gonna do any deals, regardless of how good they are” (that literally happened), to any other reason… They just don’t like Spartanburg – let’s say they grew up there and they hate it and they’re never going back, so they don’t wanna invest there. That didn’t happen, but things like that happened in the past, and we just don’t wanna have any sort of single source of capital, just like we don’t wanna have any single tenant or any single property that can sort of wipe out our whole business.
With that being said, every deal we do, we have the ability to raise all of the funds from these large, big-pocketed family offices, but we specifically choose not to… 1) so that we can keep relationships with our friends and family and other investors who have been with us for a long time, but 2) to meet new investors. I think it’s really important – when you think about this, it’s very easy to go and say, “Oh, Sally invests half a million dollars with us every time. She’ll write another half a million dollar check every time”, so it’s easier just to go to her and get that half a million dollars.
What I would suggest – personally, it’s worked for us and I’d suggest to form your own perspective – is consider what happens if Sally one day stops writing that $500.000 check. It’s gonna be a lot harder to find a bunch of $10.000 people if you don’t know any of them, versus if you’ve already had many 10k, 25k or other hundred-thousand-dollar investors that you can replace Sally with.
With that all being said, every deal we do, we do a portion of it crowd funded, which really is nothing more than just advertising online through one of these third-party platforms for new investors. So it’s a straight general solicitation out there, advertising on the website, and they advertise on other platforms, but they’re aggregating individuals who are interested in investing in real estate, and putting our deal in front of those eyeballs. So every deal we do, we reserve at least a few hundred thousand dollars for that specific purpose.
In this deal we’re doing that as well. We’re on CrowdStreet, but we’ve been on just about every platform out there in the past, so we don’t have any one that we love or don’t love more than the others. They’re all good for their different reasons. In this case we went with CrowdStreet, so our deal is up there and we’ve gotten some investors directly from them. These are people that I would otherwise have never met in my life, that are interested in investing with us, and some of them have already invested with us.
So it’s a great opportunity to grow your network of individuals that either might be interested or are definitely interested in investing. Again, something you couldn’t have done prior to 506(c), or that I couldn’t do now even, if I chose a 506(b) type of raising capital.
Joe Fairless: You couldn’t do a 506(b) with CrowdStreet, even if you have a relationship with CrowdStreet and CrowdStreet has a relationship with their investors?
Mark Mascia: Yeah, there are some platforms that do 506(b) and crowd fund it and they sort of backdoor a few of these “relationship” angles. What you’re alluding to, which I agree with, is you have to have a pre-existing relationship before you can market something to someone. You and I know each other, Joe; I can tell you anything privately I want about any of our deals, regardless of how we’re raising money, because we have a pre-existing relationship. But to any of your Best Ever listeners – I’m sure many of them I’ve never met – I can’t tell them anything about the deal until we have a relationship. But it’s kind of catch-22, because how do you establish a relationship with someone so you can tell them about what you’re doing? They’re not just gonna invest blindly and send you money before you can tell them about the opportunity.
So there are some loopholes to this, and I’m not a super-expert in what those loopholes are. We’ve tried to stay pretty clear of those and just say, if we’re generally soliciting – which online advertising, in my opinion, clearly is generally soliciting – then you wanna use 506(c) to stay out of the gray area. But again, there may be other ways around that if you talk to your attorney; it’s just not my expertise.
So crowdfunding – the primary source of “advertising” for this deal in terms of new investors. We are also in this particular investment trying out for the very first time Facebook advertisement, because we’ve heard in the past a lot of great reviews from friends about how they’re acquired investors that way, because you can be super targeted. We know very clearly that 90% of our investors are 40 years and older, live all over the country, but mainly in population centers of 100.000 people or more… Things like that. It’s pretty easy to target those types of people on Facebook, because they’ve already given all of that information out there.
Joe Fairless: Is it primarily males, too?
Mark Mascia: Yeah, unfortunately it is. One of our largest investors is a woman, and I’m really excited about that because I really love to see a more diverse investor base that’s not all male. But yeah, it’s probably 95% male in terms of number. Just because one of our investors happens to invest a lot of money, it skews a little bit when you consider percentages of dollars, but…
Joe Fairless: Any other things you target for?
Mark Mascia: Like I said, this is the first one we’ve done. I’m not a super-expert, but those are the main things that we’re looking for. Well, I guess education I didn’t mention, as well. So generally they’re all college educated. To the extent that you can target more professionals – doctors, lawyers, executives or small business owners, those tend to be good users. But that covers a large population, it’s not exactly a narrow niche of people; that’s a lot of people, so…
Joe Fairless: Okay.
Mark Mascia: So Facebook advertising – we’ve just started that and we’ve seen a ton of traffic. We haven’t actually converted anyone yet on that, just to be perfectly open and transparent, so I don’t know if that’s something we’ll do again or not – stay tuned on that side – but it’s certainly something we’re doing now and something we couldn’t have done under a 506(b) deal.
We’re also trying old school newspaper advertising, because our investor base tends to be a little bit older. In some cases we have investors 70, 80, 90 years old, and newspaper still happens to be a very relevant source for those people.
And because we’re local – we’re not local in terms of our operations are in New York, as you mentioned at the outset, but our property is located in South Carolina, so what we’ve chosen to do is try to get investors that live in that general area, so we will make an extra target, either on Facebook and also in this newspaper advertising, that focuses on North Carolina, Greenville, South Carolina – markets that are very close to these areas. Charlotte’s an hour away, Greenville is about 45 minutes away, Charleston… Those types of things, because people tend to like investing locally; even though long-term I think that’s a bad strategy, it’s a great gateway if they can drive by the property and see it.
So newspaper advertising is something else we’re doing and something else we couldn’t do under a 506(b).
Joe Fairless: And you did – I believe, if my memory serves me correctly – newspaper advertising in Omaha for a deal, didn’t you?
Mark Mascia: That’s right, and we actually did get investors directly from that, so that’s why we’re doing this again.
Joe Fairless: Okay. Do you happen to know any type of return, or how do you look at that? One dollar spent in a newspaper ad, and you get an investor… How do you measure the return on your investment there?
Mark Mascia: It’s a great question… I don’t have a mathematical model that works yet, because honestly some of these people start out and invest 5k, 10k, 15k, 25k – some smaller check size because they’re testing the waters with us and seeing how we operate. That may be all they ever invest, because they don’t like us. Or, generally what happens is they try us out for that amount, and the next time they write 100k check, or half a million dollar check.
It’s kind of difficult, because they lifetime value of that customer to us could be extremely high if they invest a lot of dollars or refer a bunch of friends, or things like that. But if they only invest one time, 5k, or they don’t invest at all, it’s very difficult to see the clear — I mean, it’s not like purchasing a product… They bought my book or something, and then I’d be like “Okay, that’s a clear conversion of one to one.” In this case, first of all it’s a high dollar value that they’re dealing with. If they write a check for 100k, that’s obviously worth a lot to us, versus somebody who would buy a $20 item on eBay, or something.
I think typically we’re trying to stay in that 2%-3% of capital raise to cost to convert. That’s about what happened: we spent about $3,000 in newspaper advertising and converted somewhere in the $150,000 range from that, so I think that math works our roughly. But it’s not an exact science; that’s what we hope for. Sometimes it will be 20% cost to convert, but over the long haul that will decrease itself drastically.
Joe Fairless: Okay.
Mark Mascia: We also did a webinar, which is something else… I’m sure you’ve seen the “be everywhere” strategy, that kind of like blanket/carpet marketing, whatever you wanna call it… We’re definitely trying to follow that strategy. I mentioned Facebook, I mentioned newspaper, we did a webinar, we’re on CrowdStreet… Those are all things that get our name out there.
The webinar was helpful because we get one-on-one questions, we get a bunch of people and interest built around that specific concept of hosting a webinar, and you can record it and then send it to others, so it gives you sort of a platform and another contact point to reach out to people.
Then we did a video. We always do a professionally recorded video, including drones footage and all types of different angles of the property and the surrounding area. That’s probably our most expensive question about if we should do this, because…
Joe Fairless: How much?
Mark Mascia: Well, there’s multiple different pieces, because you have the voice over, you have the actual video editor, you have the video recording – all those different things. I think when you put them all together it’s probably $10,000-$15,000.
Joe Fairless: Oh, Mark! I gotta get you my video guy. $3,000, all in. With a drone. We’ve got a drone, text overlays, everything.
Mark Mascia: Alright, awesome. I definitely have to check that out. I appreciate it! See, that’s why we do this, right? We all share and learn; I’m learning, too.
So yeah, that’s something… It’s also just a piece for existing investors, family offices to feel like they’ve been to the property instead of having to fly down there themselves. That’s what we used to do… Not on our dime, but we used to fly down and meet them and do a physical tour, and now we do more video, which is better for everyone.
I mentioned existing investors – the referral, probably in everyone’s experience has been why you start with your friends and family, because they know you, in terms of raising capital. If you perform for them, they will refer you to their friends and family, and so on and so on. That’s typically been the best source for us overall.
Joe Fairless: Do you have a way that you encourage that? Any intentional way?
Mark Mascia: I tend to let them know that it’s actually benefitting them, because people are wonderful; I think inherently people wanna do what’s right and be good and help others, but people are also sort of like short-term selfishly motivated, so what I try to do is focus on the benefits to them and why they should take action, because ultimately that’s what motivates most people in the short term. So by showing them that it actually lowers the cost of capital if they can refer somebody – I don’t have to pay the 2%, 3% or 4% to use crowdfunding or to do this advertising avenue that I’ve been speaking about… So it’ll decrease that, and then it’s also a social proof thing. From the standpoint of what I’ll try to do is people that do know each other or people that don’t know each other, some of the family offices that didn’t know each other, I introduced them to each other. Now they know each other, so when I say “XYZ family office is investing. Don’t you guys wanna to invest as well?” they go “Oh yeah, of course. If they’re invested, we’ll do it, too.”
So there’s a little bit of trying to get people in the same room or same social network of some sort, even if it’s just because I introduced them, so that there’s that social proof aspect where people feel obligated or inclined to invest because of someone else.
Joe Fairless: Any other pros, before we get into the cons?
Mark Mascia: The ability to develop this kind of long-term relationship quickly. What I mean by that is in 506(b) you had to know somebody for long enough to prove that you had a relationship with them. Now it’s like, I don’t have to prove any relationship. As long as they’re an accredited investor and they can invest, and as long as they’re a human on earth, I can talk to them about what I’m doing, and that’s just the base thing.
The costs are the same. You’re not spending any more money to file these documents, to do anything else. So from that standpoint, there’s really no reason not to do it in that way, in my opinion. It’s still got the same unlimited amount of money you can raise, so it’s not like you have a certain maximum doing it this way, so sometimes you should go the other way. You can raise unlimited funds. I think those are all important points.
Joe Fairless: What are the downsides of 506(c) versus 506(b)?
Mark Mascia: Definitely the overwhelming upsides, in my opinion; that’s why we’re doing it here. We’re only raising like 2.8 million dollars for this current deal, it’s a very small deal. But some people who raise much larger dollars and deal with very sophisticated investors, especially those that they’ve dealt with in the past, this can be a little bit of an annoyance… Because what has to happen under a 506(c) is they have to actually be accredited by a third party. So either they need to send you personally documentation of their accreditation status – and just as a reminder… I’m sure you’ve heard it a million times, but to be accredited as an individual, you need to make $200,000 a year, or with a married couple you need to make $300,000 a year, or have a net worth of a million dollars, excluding your personal residence.
So you have to have proof of either W-2 income statements, tax returns or a proof of your net worth. A lot of that, people don’t like to share. If they’re super wealthy, they’re very protective of their privacy and things like that and they don’t want people to see that, so generally they’re not gonna wanna send that to you. Well, that’s okay, the 506(c) allows you to do it under a third-party. That means either they need to send a letter and all their documentation to any attorney that [unintelligible [00:20:53].29] a currently licensed CPA can do that, or a stock broker. So there’s three other avenues where a third-party, not you sponsor or them the investor, but a third-party can verify them.
But again, this process – filling out that paperwork, proving that they’re wealthy, can be frustrating, can slow down the process, and can sometimes offend people, honestly. We’ve had people that have invested with us in the past who were like “Well, I never had to do this before” or “I’ve never had to do this with any other real estate deal I’ve invested in. Why are you so difficult? What’s wrong with you?” So there’s definitely a bit of more of an education problem… Not that they’re not smart or educated in life, but they’re not necessarily educated to the ways of these rules… Because these are not my rules, these are the SEC’s rules, and that’s what I always tell them. It’s not that I’m trying to be hard-lined about this, it’s the SEC has these restrictions and I’m just trying to follow the law. So that’s a definite downside.
Now, how real that is is really gonna depend on your investor base and on your relationship with them. Most people, when you walk them through why and how easy it is once they’ve done it once, they tend not to care… But again, you have to do this every 90 days, so that’s the other annoyance.
Joe Fairless: You have to do what every 90 days?
Mark Mascia: Get them accredited… Not for the investment that they’re in, but let’s say I’m raising money for this Camelot center deal in Spartanburg, South Carolina today; we have another deal under contract. If I don’t get that next deal ready and in front of that same investor within 90 days, they have to do it twice. So even if it’s the 91st day and I wanna get them to invest in that second deal after they invest in our deal that we have now, they can’t, unless they resubmit all the paperwork. And that’s just kind of like stupid. You just invested in that last deal, you just proved to me you’re accredited in the last deal 90 days ago, now all of a sudden the SEC magically things that it all completely changed and now you’re worth nothing or make no income… It’s a little onerous in that respect as well…
So just to be clear – not once they’re invested. If they’re invested with you, as long as you’ve got the accreditation paperwork upfront, you never have to do that again in that specific deal. But for all future deals, every 90 days you need to get a new update on whether they’ve accredited or not. That’s frustrating.
Joe Fairless: One strategy is to do 506(c) but only bring in new people, and then the next deal do 506(b) with your current people and funnel the new people in there. Then do another 506(c), bring in all new people… That way there’s no changeup in the process for you existing investors.
Mark Mascia: Yeah, that would definitely work. The problem is if any of your existing investors wanna get in on your new deal… The biggest problem we have is finding enough good deals for our investors. If I could find 20 deals, they would be happy. Unfortunately, we find a handful of deals every year that are good enough… So if I say, “Hey, by the way, you can’t invest in this one because it’s only new investors, I think that would be more of a turnoff than anything else. But if you can tailor it that way, it definitely would work, I agree with you.
Joe Fairless: I guess you could always say, “Yeah, you can invest in this one, but here’s the wrinkle in the process.”
Mark Mascia: That’s a good point. I hadn’t thought of that, so I appreciate it… But again, for us certainly that wouldn’t work, but for other people it definitely might.
I think the other thing is from a 506(b) standpoint you’re also a little bit more protected in terms of it’s been around forever. It’s been around since the 1930s or 1940s or whatever it was when it was originally enacted, so there’s been tons of case law, lawsuits, all types of things that you put you very clearly in the right or in the wrong, with very limited gray area… Whereas 506(c) – the new regulations have only been around since September 2013, in which case there’s been almost no clarifying points beyond. There hasn’t been tons of lawsuits and things like that because it just hasn’t been around that long.
So there could be some additional risk there. How to quantify that risk – who knows? Clearly, I don’t think there’s that much risk because I’ve talked to a bunch of attorneys and this is what we’re doing, but time will tell what that actually looks like.
The other thing that gives you protection is under 506(b) it’s self-accreditation. That means if someone comes to you and says “I’m wealthy, I’m accredited”, and you as the sponsor have the right to rely on that, they will essentially have committed fraud if they tell you otherwise, in which case that nullifies their ability to sue you.
So in a lot of ways you’re sort of saying, “I’m not in this process. They told me they’re rich.” If they’re not rich and they try to sue you and say “Hey, you shouldn’t have let me invest in this deal. You should give all my money back”, you say “Hey, you told me you’re rich, so clearly you lied. That means you can’t sue me.” So there is some additional protection in that respect as well, that you’re losing here because you’re now using some sort of verification process and they could say, “Well, I just called somebody and they signed off on it. It wasn’t true, so you shouldn’t have let me invest.”
Joe Fairless: Sounds like those are the three main downsides that you can think of. That is, they can be annoying for the investors because they have to be accredited by a third-party, there’s some gray area because it’s rather new, and then the self-accreditation process likely protects you more because they’re saying they’re accredited by completing the paperwork, so they would have committed fraud if they actually aren’t accredited.
Anything else that we haven’t talked about as it relates to why you choose to do a 506(c) versus 506(b)?
Mark Mascia: No, I think… Like we’ve mentioned before, they’re both the same in terms of the amount of money you can raise, in terms of the process, in terms of what you’re allowed to risk, whether that’s real estate development or real estate investment of long-term nature – anything can be done. Unlimited amounts of money, the same blue sky paperwork in terms of what you have to file with all the states… So in that sense it’s like you have to learn this and do this the same either way, so you might as well do the one that gives you more flexibility in what you could say.
Joe Fairless: Mark Mascia, where can the Best Ever listeners get in touch with you?
Mark Mascia: E-mail is always best. It’s email@example.com, and I’m sure you’ll have that in the show notes as well.
Joe Fairless: Yeah, well I’ll put your website in the show notes, and that way the internet trolly things that some people have don’t grab your e-mail address. You’ll thank me for that.
This has been wonderful. I loved talking about this stuff, and this was such an educational experience, coming from someone who’s currently in the middle of it, and you’ve got half a billion dollars worth of assets under management that your company has part ownership in… So talk about the pros, as you so succinctly recapped – it diversifies your investor capital base, that way you’re not relying on one source of capital, because you’re able to publicly advertise and you’re able to meet new investors just to make sure that you have additional investors coming in and you’re not relying on one, which kind of ties in the first thing.
You can convert people quicker, versus having the pre-existing relationship, because you are doing the 506(c), and then the raise is unlimited, just like the 506(b), and the cost is the same, just like 506(b). And then I love how you got into the equity raising tactics, the crowdfunding website, Facebook advertising, who your target audience is, newspaper ads, webinars, the video, and then ultimately the word of mouth, referrals and how you social proof and mention how it lowers the cost of capital, because you lower your advertising budget if they refer their friends or whomever.
Then the three downsides… The primary one, I believe, the risk in the legal liability for the gray area, but the here and now is it can be annoying because there has to be verification by a third party. And then the other two – there’s more gray area with 506(c); with 506(b) there’s a self-accreditation process.
Thanks so much for being on the show, Mark. I hope you have a best ever weekend. Enjoyed it, as always. We’ll talk to you soon!
Mark Mascia: Thanks a lot, Joe.