Reg D memos.
Ninety seconds.
Investor memorandum for 506(b) and 506(c) raises. IRR. Equity multiple. Preferred return. GP/LP waterfall. Sponsor track record. Risk factors. Subscription terms. Investor-grade output, not a Word template.
Four raises.
Four offering structures.
Multifamily value-add. Industrial development. Retail repositioning. Self-storage portfolio. Each gets its own memo with the right Reg D structure, waterfall, and risk factor profile.
75-unit garden-style multifamily in Phoenix, built 1986. Value-add play: kitchen and bath upgrades, in-unit laundry add, common-area refresh. Existing investor relationships, 506(b) raise.
Last deal's memo,
or this deal's structure?
Most syndicators reuse the last memo and patch the new numbers in. Counsel cleans up. Investors squint at outdated risk factors. The structure mismatch costs days of edits.
Manual Recycle
- Risk factors copy-pasted from last deal, often outdated
- IRR and equity multiple calculated separately in Excel
- GP/LP waterfall hardcoded, breaks at non-standard splits
- 506(b) vs 506(c) language inconsistencies require counsel cleanup
- Sponsor track record table updated by hand each raise
Structured Per Deal
- Risk factors generated for this deal, this asset class, this market
- Returns calculated in-line: IRR, EM, pref, cash-on-cash, sensitivity
- Three-tier waterfall modeled with custom splits, catch-ups, hurdles
- 506(b) vs 506(c) language and disclosures appropriate to the chosen structure
- Sponsor track record auto-pulled from your saved deal history
Four steps,
ninety seconds.
Deal terms
Property, asset class, total raise, hold period, target IRR. Pick 506(b) accredited or 506(c) general solicitation. Pref return and waterfall splits.
Sponsor profile
Track record auto-pulled from your saved deal history. Bio, prior raises, exits, AUM. Edit before generating.
Generate
Full memo: executive summary, deal overview, sponsor track record, sources and uses, pro-forma, returns table, waterfall, risk factors, subscription terms.
Counsel review + send
Export to PDF or Word for securities counsel review. Once cleared, distribute to your investor list with subscription docs and Reg D filing prep.
Four raises,
four offering structures.
Riverside Heights, Phoenix
"$18.5M raise, 506(b) accredited, 35-45 LP investors. 5-year hold, 8% pref, 30/70 split above pref. Projected 17.4% IRR, 2.18x equity multiple. Value-add: kitchen, bath, in-unit laundry."
Reno Logistics Park
"$42M raise, 506(c) general solicitation, accredited verification required. 7-year hold, 7% pref, 25/75 split with catch-up. Projected 21.2% IRR, 2.84x equity multiple. Ground-up 380K SF last-mile facility."
Greenway Center, Charlotte
"$12M raise, 506(b) accredited. 6-year hold, 8% pref, 30/70 split. Projected 15.8% IRR, 1.96x equity multiple. Tenant repositioning play, replacing big-box vacancy with grocery-anchored mix."
Sunbelt Storage Fund I
"$28M raise, 506(c) general solicitation, 5-facility portfolio across Texas and Florida. 7-year hold, 7% pref, 25/75 split. Projected 18.6% IRR, 2.42x equity multiple. Operational lift via revenue management."
Everything that goes
into a counsel-ready memo.
Returns + sensitivity
IRR, equity multiple, preferred return, cash-on-cash. Sensitivity tables for cap rate, exit assumptions, rent growth. Levered and unlevered scenarios.
GP/LP waterfall
Three-tier waterfall: pref return, catch-up, promote. Custom splits 20/80, 25/75, 30/70 standard. European or American waterfall structures supported.
506(b) and 506(c)
Right disclosures and language for the chosen Reg D structure. 506(b) accredited-only with no general solicitation. 506(c) with verified accredited and general solicitation language.
Sources and uses
Acquisition cost, debt sizing, equity raise, closing costs, working capital, capex reserve. Auto-balanced. Investor-readable layout.
Risk factor library
Asset-class-specific risk factors. Market risk, sponsor risk, regulatory, environmental, debt-related. Tailored to the deal type, not boilerplate.
Sponsor track record
Auto-pulled from your saved deal history. Prior raises, properties, AUM, realized returns. Investor-grade track record table with citations.
One deal,
four return components.
Pref return. Equity multiple. IRR. GP/LP waterfall. The Riverside Heights deal scored across each component. The IRR is the headline. The components are how investors evaluate the structure.
8% cumulative preferred return on contributed LP capital. Cumulative means unpaid pref accrues year over year and must be cleared before any distribution flows to the GP. On $13M of LP equity, that is $1.04M per year of pref obligation. If a year underperforms, it carries forward.
Syndication Memo Builder, answered.
506(b) allows up to 35 non-accredited investors but no general solicitation, meaning you can only raise from people you have a pre-existing substantive relationship with. 506(c) allows general solicitation (public marketing of the deal) but every investor must be verified accredited through third-party documentation. The memo language, disclosures, and subscription docs differ between the two structures, and the tool generates the right version for the structure you pick.
No. Syndication Memo Builder generates a counsel-ready first draft that handles the structure, math, and standard language correctly so your attorney spends time on deal-specific risk factors and review rather than rebuilding the document from scratch. Securities counsel is required to review and clear before distribution. The tool reduces typical counsel hours by 60-75% but does not replace the legal review.
Auto-pulled from your saved deal history within RealtrAI. Each deal you analyze with VR Calculator, BRRRR Analyzer, or Investor Pitch saves to your sponsor profile (with your permission). The track record table includes prior raises, properties, AUM, realized returns, and citations. You can edit, redact, or supplement before generating each memo.
Three-tier waterfalls with custom splits. European waterfall (deal-by-deal pref clearance) and American waterfall (whole-fund pref) both supported. Catch-up provisions (50%, 100%, GP-favorable) optional at the second tier. Standard splits 20/80, 25/75, 30/70 above pref. Custom hurdle rates beyond the pref (12%, 15%, 18% IRR hurdles with promote escalations) supported on Pro plans and up.
For 506(b) deals, pair with the Investor List Manager to distribute to your tagged accredited investor list. For 506(c) deals, the memo can be hosted on a public landing page with an accredited verification gate before download. Form D filing prep is included on Pro plans and up. Subscription docs and accredited verification flows handled separately by your transfer agent or platform of record.
Pair Syndication Memo Builder
with these.
Investor Pitch
12-slide pitch deck companion to the memo. Use the deck for the first investor call, the memo for the close.
View Tool → Investment & AnalysisNNN Lease Analyzer
For NNN-anchored syndications: tenant credit, walt analysis, and lease-structure exhibits feed straight into the memo.
View Tool → Investment & AnalysisBRRRR Analyzer
For BRRRR fund structures pooling multiple properties, source the deal-level pro-formas before rolling up to the memo.
View Tool → Investor CRMInvestor List Manager
For 506(b) raises, distribute the memo to your tagged accredited investor list with read-receipt tracking.
View Tool →Memo to counsel.
Memo to investors.
Try Syndication Memo Builder free for seven days. All seventeen tools included, no credit card required.