Syndication Attorney Field Notes with Tilden Moschetti

=A short legal field note from syndication attorney Tilden Moschetti for sponsors navigating asset management vs property management in a real estate syndication. This episode explains the difference between building-level property management work and investment-level asset management strategy. Blurring these roles can create fee structure issues and confusion over a sponsor's fiduciary duties to...

=A 144A offering can sound like a faster private placement, but for most mid-market syndicators, it may not be the appropriate framework. In this episode, syndication attorney Tilden Moschetti unpacks why Rule 144A is designed as a resale safe harbor for Qualified Institutional Buyers (QIBs), while Regulation D serves as the issuer exemption for primary capital raises. Listeners will learn the mec...

=In this episode of Syndication Attorney Field Notes, syndication attorney Tilden Moschetti explores when a real estate joint venture moves into potential securities offering territory. Many sponsors believe that raising passive capital from just a few friends under a JV agreement keeps the deal outside of federal securities law. However, if the capital partners are simply writing checks and relyi...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we look at why using a convertible promissory note for bridge capital before a Rule 506 private placement acts as a current debt liability. A real estate syndication sponsor often uses these notes t...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. When a sponsor buys property through a real estate syndication, deciding where the asset sits in the entity stack is a primary structural choice. In this episode, we explore the role of the single purpose entity (SP...

=A hedge fund incubator is a business phase, not an SEC exemption. In this episode of Syndication Attorney Field Notes, syndication attorney Tilden Moschetti explains how the transition from trading proprietary capital to accepting outside investor capital changes your legal framework. Taking passive money—even from friends and family—or publicly promoting returns can move a project into a Regulat...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings. In this episode: why a clean Rule 506 capital raise does not answer whether the management company may have exempt reporting adviser status questions. Tilden explains the separation between the Securities Act and the Investment Advisers Act, how the $150 million RAUM thr...

=A field note from syndication attorney Tilden Moschetti on why a profitable real estate development deal can stall when Regulation D private placement equity terms conflict with senior commercial debt. If an operating agreement promises mandatory distributions or secondary investor liens, it may raise subordination issues during bank review. Tilden explains the distinction between financial feasi...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we explore the Rule 506(c) vs Rule 506(b) exemption choice. A common mismatch occurs when a sponsor wants the flexibility of a private 506(b) raise but the visibility of a public marketing campaign....

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we explore the choice between closed-end vs open-end private equity funds. A common misconception is that an open-end fund is simply an evergreen marketing wrapper. Depending on the facts, an open-e...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital. In this episode, we look at preferred equity investments in a Regulation D private placement. Many sponsors assume preferred equity is a standard yield product, but it is actually a set of priority distribution rights drafted into the LLC operating agreement waterfall. The episode explains how a prope...

=A short field note from syndication attorney Tilden Moschetti on building the legal container for an oil and gas fund before the capital raise. This episode explains the legal architecture of an oil rig fund structure in a Regulation D private placement. Tilden breaks down the importance of establishing a liability firewall between operational risk and passive investor capital, the role of operat...

=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we address a common sponsor question: do you need a license to pay finder’s fees for investor introductions? The reality is that there is no payer’s license. Instead, the focus is on whether the rec...