Raising Capital For Commercial Real Estate Through Private Placements

Acquisitions

• Equity for purchase closings alongside senior debt
• Preferred equity to reduce common equity checks
• Co-investment programs for repeat buyers and portfolios

Development And Construction

• Land and pre-development equity
• Construction equity and budget contingencies
• Lease-up reserves and interest carry planning

Value-Add And Capital Expenditures

• Renovations, repositioning, and tenant improvements
• Energy upgrades and retrofit programs
• Working capital tied to stabilized NOI targets

Recapitalizations And Rescue Capital

• Preferred equity or structured equity for maturity walls
• Partial liquidity and partner buyouts where feasible
• Bridge capital paired with a defined refinance path

Single-Asset SPV Raise

A dedicated entity (often an LLC or limited partnership) raises equity for one property, with a defined business plan, timeline, and exit strategy. This structure is common for acquisitions and single developments.

• Clear sources and uses tied to closing and budget
• Governance terms, reporting cadence, and investor rights documented
• Distribution waterfall and promote mechanics defined upfront

Programmatic Vehicle Or Fund

A vehicle designed for multiple assets, often used for repeat acquisitions, portfolio builds, or development pipelines. These structures typically require stricter compliance planning and investor qualification controls.

• Investment policy, concentration limits, and approval mechanics
• Standardized reporting and subscription workflow
• Defined deployment timeline and liquidity expectations

Regulation D Rule 506(b) And 506(c)

• 506(b): typically does not permit broad public advertising. Investor onboarding relies on eligibility and disclosures.
• 506(c): permits general solicitation when all purchasers are accredited investors and the issuer takes reasonable steps to verify status.
• Most offerings file a Form D after first sale and manage state notice filings through counsel.

References: SEC Rule 506(c) | SEC Accredited Investors | SEC Form D

Regulation S And Rule 144A (Where Relevant)

• Regulation S: a framework for offers and sales made outside the United States, subject to offshore conditions and resale restrictions.
• Rule 144A: commonly referenced for private resales to Qualified Institutional Buyers in institutional contexts.
• Cross-border marketing needs tight controls to avoid mixing incompatible pathways.

References: 17 CFR 230.144A | SEC Offshore Offers And Sales

Investment Company Act Considerations

Many pooled vehicles are structured to rely on exclusions such as 3(c)(1) or 3(c)(7), depending on investor count and investor type. This impacts who can invest and how subscriptions are managed.

Reference: SEC Private Funds Overview

Broker-Dealer Participation Where Required

In many structures, regulated distribution activity and transaction-based compensation require involvement from properly licensed parties. Where needed, Financely coordinates with licensed broker-dealers or investment banks to complete regulated activities.

References: FINRA Private Placements | Broker-Dealer Status Commentary

1) Feasibility And Capital Stack Design

• Clarify the use of proceeds, timelines, and closing constraints
• Define the capital stack: common equity, preferred equity, mezzanine, senior debt fit
• Identify investor fit based on risk policy and return profile

2) Compliance Pathway And Entity Structuring

• Select the exemption pathway and marketing rules with counsel
• Set investor eligibility gates and subscription controls
• Define governance, reporting, and conflicts policies

3) Materials And Data Room

• Executive summary, model, business plan, and risk disclosure
• Term sheet and indicative economics aligned to market reality
• Diligence package: leases, budgets, third-party reports, sponsor track record

4) Investor Outreach And Indications

• Targeted outreach to investors whose mandate matches the deal
• Coordinate Q&A, site diligence, and term negotiations
• Run controlled updates to avoid pricing drift and timeline resets

5) Subscription, Closing, And Funding

• Subscription agreements, investor certifications, and wiring instructions
• Closing checklist coordination with counsel and administrators
• Regulatory notices such as Form D where applicable

6) Post-Close Reporting And Governance

• Investor reporting cadence and KPI definitions
• Distribution waterfall administration and audit readiness
• Ongoing compliance hygiene and document discipline

Structuring And Underwriting Support

We pressure-test the capital stack, the story, the downside cases, and the execution plan so the offering is financeable for real investors.

• Use of proceeds mapped to milestones
• Risk disclosures aligned to the actual plan
• Investor-friendly, audit-ready data room structure

Placement Coordination With Regulated Partners

We coordinate the workflow across counsel, administrators, and where required, licensed broker-dealers or investment banks. The objective is one controlled process with clean documentation and clear accountability.

• Investor targeting, outreach sequencing, and Q&A coordination
• Subscription workflow and closing checklist management
• Post-close reporting setup to support repeat raises