WS1918 Building a Successful Real Estate Team | Highlights Nic McGrue

In today's highlight  episode, we feature Nic McGrue, the founder of Polymath Legal PC, a firm specializing in helping real estate investors lawfully raise capital. Nick shared invaluable insights into the importance of having a legal expert on your team, especially when navigating the complex and nuanced laws and regulations of raising capital for real estate projects.

Nic's firm focuses on securities, mainly exempt securities, and assists clients in various industries, including multifamily, fix and flip funds, and self-storage, among others. With a decade of experience in syndication, Nic's practice is heavily centered on this area, making up about 70% of their work.

During our conversation, Nic highlighted the recent emphasis by the SEC on disclosures, particularly regarding private funds. He explained that confidential side letters and special terms offered to big investors must now be transparent to all members. This change aims to ensure that all investors are on an equal footing, regardless of the amount they invest.

Nic also touched on the common issue of finder's fees and the legalities surrounding them. He clarified that paying for introductions is permissible, but compensating based on the amount of capital raised requires a broker-dealer license. He suggested creative ways to work within the legal framework, such as paying for a time period rather than per investor introduction.

Click the links below to listen to the full episodes:

https://lifebridgecapital.com/2023/11/01/disclosure-compliance-and-communication-insights-nic-mcgrue/

https://lifebridgecapital.com/2023/10/31/mastering-sec-rules-for-multi-family-investments-nic-mcgrue/

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Transcript

Whitney Sewell: This is your daily real estate syndication show. I'm your host, Whitney Sewell. Today, we've packed a number of shows together to give you some highlights. I know you're going to enjoy the show. Thank you for being with us today. No matter what kind of business you're in, you better have a team of experts around you. And the guy that we are interviewing today is one of those that you better have on your team. It's a, it's a must. If you're in our space that you've got these expertise. on your team. You don't have to have them, but you better have somebody that does. Today our guest is Nic McGrue. Nick, welcome to the show.

Nic McGrue: Thank you so much for having me. Very, very happy to be here and happy to share some insights and knowledge with you and the rest of the viewers.

Whitney Sewell: Yeah, honored to meet you, Nick, and have you on. Again, I was telling Nick, he's got a number of clients that I've known for years. And he is somebody in this space that you need to get to know. Either way, you need to have these skill sets on your team. Nick, tell the listeners a little bit about yourself and about your practice, what you do so they have a better understanding. And let's jump into some of these new SEC rules that I know everyone's wondering about.

Nic McGrue: Yeah, yeah. So as you said, my name is Nic McGrue. I'm the founder of Polymath Legal PC. At Polymath Legal, we help real estate investors lawfully raise capital so that they can generate passive income. So with that, we focus on securities and mainly exempt securities. And so we're helping clients, typically real estate clients, raise capital for their projects. And that's anything from syndications to funds. And the industries are various. We've got the more traditional multifamily We got clients that do, you know, fix and flip funds, we've got short term storage or self storage, all sorts of different areas. So if you're needing to raise capital and need assistance navigating those very complex and nuanced laws and regulations, that's where we come in. We've been doing that. I think the first syndication I did probably was a decade ago. And then I'd say it's been heavily a part of our practice. Right now, it's probably 70% of what we do. And so it's been that way probably for the last seven or eight years now. So it's what we're doing day in, day out, and do quite a bit of it.

Whitney Sewell: Nice. Speak to your team a little bit. How large are you all? What does that look like, and where are you located?

Nic McGrue: Yeah, so located in Inglewood, California, and we're a small team, but growing the first probably decade or so, it was me doing everything. And then I realized I owned a job, not a business. And so I said, let me start thinking about this more as a business. And so right now, we did kind of just scale back a little bit with with businesses, you're always refining. Yeah. But so my attorney, we're we switched up the attorney that I had. So I'm actually hiring an attorney right now. But we have a legal assistant, a project manager. I have an executive assistant and a paralegal. And like I said, I'm in the process of hiring another attorney and a marketing coordinator as well. So we're growing and it's a lot of fun to be in this place in the business now.

Whitney Sewell: Yeah, no, that's awesome. Well, let's jump into some of these new SEC rules. You know, are they new? And oftentimes I hear as well, people say, oh, well, there's this this thing that this new rule that you need to know about, but it's actually been around for like three years or, you know, something like that. And we're all just now hearing about it. But, you know, I mean, you're the guy to to inform us, right? No doubt about it with your expertise. So what are some of the new rules? Let's jump into what that means for the operators that are listening or maybe even investor passives as well.

Nic McGrue: Yeah, yeah. And this rule kind of is in that scenario that you talked about, to where the rule has kind of been there, but they give us some more clear guidance now as to how they're going to be enforcing it. And so one of the big things, and I've seen this over the past couple of years, the SEC has been really putting the emphasis on disclosures. Even when I've had some clients that are having investigations, thankfully, it's investigated and nothing has been wrong. But one of the big things that I always would be looking at is, did you disclose this? What are the disclosures? And so one clarification they gave us, particularly when we're dealing with private funds, is that a lot of times what happens is you might have either a pref equity group or somebody else is writing the big check, and they might have a side letter or some other special terms. And sometimes those terms would be hidden or confidential or just between the issuer and that big check writer. And so the SEC has said, hey, you've got to be clear and transparent. And if one member knows it, then all the members have to know it. So those confidential side letters are a thing of the past. And additionally, they really emphasize about the disclosures, about the terms, about executive compensation. I'd say that's one thing that a lot of issuers really want to focus on is that whenever I get, and usually it's actually state securities administrators, but whenever they're inquiring about a filing or something, one of the first things they ask for is they say, show me where you talked about use of proceeds and executive compensation. And so the SEC put this out probably not too long ago, but essentially they emphasize that that's some of the things that they're going to be looking at and focusing on is those disclosures. And again, the main thing was making sure that everybody's on equal footing. So they don't want big check writers having information that the smaller check writers don't have.

Whitney Sewell: Okay. Okay. So getting everybody on equal or level playing field here, right? No matter if they put in 90% of the capital or 5 or 2%. Yep. So you mentioned no more of this confidential side letters, or you said it's a thing of the past, right? Just what is that exactly? Elaborate on what that means exactly, or maybe why somebody would have done it that way, just in case somebody's been doing this and maybe they don't realize it's what they're doing.

Nic McGrue: Yeah, yeah. So let's say I got a project and I've got to raise $20 million. So that's what I got to do to get into it, etc. And so I might, you know, reach out to my normal retail investors that are might be investing $100,000, $200,000, $300,000. And that's great. But then if somebody, say a family office comes to me and says, hey, we like this project, we want to invest $8 million. I'd love that, because that's almost half of my raise right there. But they know that I'm going to love that as well. And they know the benefit they're giving to me. And so they'll say, we'll give you $8 million. But we see what you're giving everybody else. We're better. We're special than that. And so we want better terms. So here's what we need. And so a lot of times, the returns might be better. Also, many times, because we're dealing with quasi institutions here, they have the personnel to actually run this deal if they want to. And so a lot of times, they'll say, hey, if you're not hitting certain metrics, then we have the right to take this deal over. and run it because we have the bulk of the capital in here. And in addition to that, they often do probably have either higher press. They're probably actually higher in the capital stack to begin with and getting paid out sooner and potentially better returns overall. And so obviously, if you're giving your most of your investors 7% and somebody else is getting 11%, you're not going to be too thrilled about wanting to tell them that, even though there clearly is some good reason. given $8 million, you got to pay for that. But still, nonetheless, your other investors are going to say, wait, why do they get 11 and I'm getting seven? And so a lot of times you might not have wanted to convey that. And since they weren't investing in that membership class, you may not have had to. But now the SEC has said, hey, if you're going to do the one that said, we don't like those special classes anyway, and we're going to be looking at them very closely. But if you are doing that, then you definitely need to make sure that everybody is privy to that information. So yeah, it's a big change from a lot of how many people might have practiced it before.

Whitney Sewell: Yeah, yeah, no, and I would expect that. You know, a family officer, somebody coming in with that kind of capital are going to want some special treatment. No doubt about it. You know, push that that weight around a little bit, and so I think that's pretty common that they're going to request that. So I guess the problem I could see is we've already got our PPM drafted. Already got our documents put together. You know, and we're out raising money and then this. potential partner or family office comes and approaches us, and we didn't have these special terms in the agreement already, right, or in the PPM. And so that's why we might try to add a side letter. Is that accurate? Yep, exactly. So could we just create another class for them or something like that? Could we just go back and alter, you know, the documents to create another class or, you know, I guess walk us through, you know, some maybe better ways to do this?

Nic McGrue: Yeah, so you can create another class and the SEC wasn't saying that you couldn't have special terms, you know, you as the issuer can set, you know, and many times I'll have clients that will have multiple classes and some classes might have higher minimums and those higher minimum classes are going to have better returns. Makes sense. The issue comes is that it's kind of like you were saying is that this class is not created or the terms are not disclosed and we're kind of making it on the fly. And so with that, you still can do this. You're going to definitely need to disclose it. And then depending on what those terms are, you might actually need to have your investors re-sign because if the terms that you're giving to that family office are going to change or affect the terms that you are giving to your retail investor, you'd need to let them know and have them reconfirm that they're OK with that.

Whitney Sewell: That was going to be my question. How do we disclose this properly or have it documented right? So it is so we can confirm, but that seems to answer it. I mean, you are going to have to say, redo your doc, your legal docs and have. whoever's invested already resign. Is that? Yeah, I guess.

Nic McGrue: And not necessarily a redo, but we'll do a PPM supplement. So we'll say, hey, you've got the PPM dated October 1st. This is the right additional information and supplement that. And so then we add in whatever those new terms are. So it's not a brand new, complete redo of the PPM, but they get, depending on how complex it is, it might be a one or two pager that explains the new changes, the risk factors involved and other information that's important for them.

Whitney Sewell: Yeah, so then they're reviewing two or three pages versus hundred and fifty. Yeah, that makes sense. All right. We would all appreciate that. That's for sure. Yes. What about any other new rules, anything else that we need to be aware of?

Nic McGrue: Those are the new one, the big ones. Now, yeah, I'd say just disclosure, disclosure, disclosure. And this is something that I always tell clients anyway, you know, sharing information, even if it's bad, the information is what it is. And usually holding it back is not going to help you and most cases are going to hurt you. So they're emphasizing disclosure. And I agree with that. I think that even at the And this is more anecdotal not necessarily empirical but people typically don't sue people that they trust and believe and that they like. And so if you're somebody that's communicating regularly if you're somebody that's telling them the good stuff and the bad stuff, they're going to look at you as somebody who's trustworthy because you are acting trustworthy. And so if something bad does happen this we're in this industry, this is a risky industry these investments are not guaranteed bad things do happen and doesn't mean that somebody was doing something bad or nefarious. So if one of those bad things do happen and you've been very communicative. and stay that way, you're just, as the issuer, going to save yourself a lot of headache because your investors are not going to be saying, what's going on? Are they about to be one of the new headlines that we're seeing about people in this industry? Are they doing something that's taking my money or something like that? They're going to say, oh, yeah, no. When he told me about this, he said at the last quarterly informational, he said this is one of the potential things he was looking at. These are the things that he was going to do to try to mitigate that. And here we are. And I was expecting that. I'm not happy about it. But when you let me know about this, so I know that this is just part of the game that I signed up for. So yeah, I always encourage very regular communication, whether it's good or bad information. And the SEC is kind of just more so saying, yeah, not only should you you need to now.

Whitney Sewell: Yeah, no, I appreciate that. Just detailed in how we explain right and how we get the information out. You mentioned even in the say quarterly or monthly updates, whatnot. Any any ways that we should be thinking through those updates as we're putting out information in that way to make sure we're disclosing anything that should be disclosed? I don't know. Just any thoughts around those updates on the legal side.

Nic McGrue: Yeah, so number one I say do them, even if you feel like there's not a whole lot to update, because it kind of goes back to what I was pointing as that if you they know you're regularly regularly communicating, then there's going to be less stories they can create in their head if things go wrong. but also with that too is that it actually helps you the issuer when you have that bad news because you are regularly communicating and so they're expecting you to tell them stuff and sometimes it's good sometimes it's maybe not the best whereas if they don't hear from you for from a year and then you're like hey so we're gonna have to uh stop distributions or even worse we're gonna have to do a capital call or whatever thing it might be if they haven't heard from you in a year, they're going to be like, wait, he's actually reaching out to me now. This must be really, really bad because normally he's not talking much. Whereas if they're like, oh yeah, this is the normal quarterly or monthly cadence that we're normally at. They would just be expecting that there's going to be information and sometimes it's good, sometimes it's bad, but they're not going to put extra emphasis or value on its goodness or badness because it's kind of more routine because they're used to getting that some information from you in some way.

Whitney Sewell: Yeah. Okay. Now that makes complete sense. I hope that all the operators listening are doing, uh, at least quarterly updates. Uh, I would encourage that, uh, or maybe even monthly. And I know that that may fluctuate depending on what's going on right now with your deal. You may need to do more often, you know, for some, but, uh, but yeah, uh, you know, as far as the, um, is it, or what's the, what would you suggest as far as for the operators to be able to like, know that changes like this are coming, you know, like, you know, if most of them probably have a SEC attorney, I hope, on their on their team, right. And but what's the best way for, say, them to learn about these things? Or is there a good way than just bugging their attorney?

Nic McGrue: Yeah, I mean, bugging the attorney, obviously, that's an easy one. That's part of what we're here for. The SEC's website, though, they put out their press releases. I'd imagine they probably have an RSS feed or something like that. So you can probably get that. Myself and probably many other securities attorneys as well subscribe to various legal databases. And so whenever there's something new, it gets pushed to us right away. So that's why it might be kind of easier to go to the attorney, just because we have stuff in place where it's going to feed us the new stuff. Whereas if you're trying to do it on your own, you probably have to be a bit more proactive. And as an operator, you've got plenty of other things to do, I'm sure, than trying to figure out all the things the SEC is doing or not doing.

Whitney Sewell: Yeah. Any other, I don't know, issues that you see right now that fund managers are doing right now? Or did you see some common, I don't know, practices that may not be top of the line at the moment or anything that we could help the listener with.

Nic McGrue: Yeah, one area where there's either a lot of confusion or either maybe I'm gonna say willful ignorance around it is finder's fees, you know, paying your capital raises, which not the huge, I'm not the biggest fan of that term. Because typically, if you're paying somebody a commission to raise capital, they need to be licensed, they have, I have to have a broker dealer license to sell that security. Otherwise, it's unlawful. So I've seen many situations where people try to change the names, or call it different things, or explain it in different ways. And I say, we both know exactly what you're doing. And if the SEC ever had to look at it, they would know exactly what you're doing as well. And the finder's fees rules right now are not good for how people practice. As I said, if you're not licensed, you can't get paid a commission. Technically, what they say is that you can't receive a transaction-based compensation. So meaning your compensation, your payment, can't be based upon an investment being made or how much investment is being made. But obviously, that's what people would want to do. That's what makes the most sense. Instead, though, what you can do, and most people don't do this because it's not that helpful, but what you can do is pay a true finder's fee. And a finder's fee is for an introduction. You're paying them for the introduction, and then it's for the two of them to figure out what may or may not happen. And you're getting paid regardless of what happens from that relationship. And so from the operator perspective, that kind of stinks because I could say, hey, Whitney, I know a bunch of people pay me $5,000 a person. They all have their own family offices. And you're thinking, awesome, that's great. I introduce you to 10 of them. I've got $50,000 in my pocket. And all 10 of them might say, yeah, I'm OK. I don't want it. And so now you're out 50 grand and have gotten nothing from it. But if we were doing a true finders feed, that's how it would have to take place. And so I've seen people trying to do all sorts of things. Or even if you're, I've seen situations where people will say, oh, I'm not a capital raiser. I'm part of the GP. And then I look and there's like 50 other GPs on your more standard, you know, 100 unit multifamily. You don't need 50 people to take down a 100-unit multifamily deal. So again, you can try to be as creative as you want to be, but a lot of times we can see exactly what it is and people think it's a loophole and we can see right through it and it's not really a loophole. And so if it was ever to be found out, I think that people would have some issues there.

Whitney Sewell: Yeah, I mean, I love the detail that you went into there because you answered some of my questions, but I was going to tell you, you know, I've heard of this. We've not done finder fees, you know, at LifeBridge, but I did check into it at one time and ultimately was told exactly what you just said, like you can pay them. But it's for making the introduction. It's not obviously based on any kind of capital raised, right? But it's like you said, you could pay them a lot of money and not have any qualified investors from it. And one thought there though, to do that and to do it legally, how would you document that? Or what would be that process to know, hey, if we're ever investigated, I can show, oh no, John Doe sent me these five investors and this is how we handled that.

Nic McGrue: Yeah, so part of it is you have a finders fee agreement that clearly outlines what how you can be paid when you're supposed to be paid when it's earned and showing that it's earned at the introduction and not based upon the compensation or anything like that. And then the other way to help substantiate it would be to actually document the meetings that you had. And particularly if there are people that didn't invest, showing that you still paid that finder's fee nonetheless, and that's that go a strong way towards showing that you are truly this is truly a finder's fee because you'll have receipts of you paying even when there's no investment made. Um, one way that I've had clients, kind of like it and you know it's not perfect but it burns a little bit less is that I had one client to where we said instead of doing like a payment per investor, it was for a time period so $1,000 a month, you're going to send me everybody that you think. And so it's $1,000 where you send me one person. If you send me 10 people, whether I get one investment, five investments, zero investments. But that one's time-based more. So the burn is a little bit less because you can do it for a month. And if you're like, yeah, this person's not delivering, then you can just stop and say, yeah, they're introducing me to people that aren't working. And so maybe this finder's fee arrangement wouldn't work. Again, still not perfect, but it takes a little bit of the singe off of it.

Whitney Sewell: I've not heard of that before, or even thought about paying for a time period. So that would be the agreement. I'm paying you however much $10,000 for however many months or whatever it is. And just for you to send me as many as you can. Yep. Okay, well, that's interesting. But I like to just the documenting of, hey, maybe they send you one, you just go ahead and pay them right then if you're doing it the other way per referral. And then you would have some, even the transactions noted there that we may not even be raising money during that time, but you could see, yeah, the transactions taking place outside of a capital raise. During a capital raise might be a little harder to prove that, right?

Nic McGrue: Yeah, just because it's kind of simultaneously a little harder there.

Whitney Sewell: What about something else I'm hearing more about is working with, say, a broker dealer or different financial advisors, you know, and partnering some way. Can you speak to that relationship a little bit or how that works or how you've seen that done?

Nic McGrue: Yeah, so number one disclose, particularly if we're doing finders fees or commissions, we've got to disclose that because your investors need to know that if they're giving you $100 all hundred of that is not going into an asset. So disclose if you're doing that for sure. But from there, it often ends up making the operators life a lot easier. Because one, a financial advisor or a broker dealer, one, they know this area, they're in this industry, and they also likely have a lot of contacts. So they're probably going to be able to help you a lot with your capital raising needs. Now, with that, you're going to be compensating them. But unlike the other day when we were talking about finder's fees, if they're a licensed broker dealer, they have a license to sell securities for a commission, you can pay them the straight commission. And so like I said, it makes your life a lot easier because you can say, I'll give you 3% and now you're not having money that's out there on the hook for results that don't come to fruition. That 3% only comes once you get the check and then you cut a smaller check back to them. And so that's why I say if you can link up with them and they're wanting to work with you, it can make your life a lot easier because they have connections and you can pay them the commission. Additionally, They are highly regulated themselves. They've got their licenses that they've got to renew every year and disclose certain things. So you've got another partner. Now they're not going to be looking out for your, making sure that your stuff is done correctly on a securities perspective directly, but they've seen a lot. They're in this area. They can, you know, have this smell it when they're like, something's a little off. Maybe you should look into that. And so you have kind of another set of eyes of somebody who really wants to be very compliant with the complex laws. And so that's another reason why I say that can definitely help the operator's job and make their lives a lot easier.

Whitney Sewell: All right, Nick. Well, before we transition to a few final questions, I wanted to see, is there anything else you're seeing right now on the legal front or the SEC side that maybe we haven't talked about that operators or past investors should be aware of right now?

Nic McGrue: Um, one thing that came to mind as we're talking is not so much on the SEC side, but just from a general legal perspective. I have never been the huge advocate of the being anonymous. I'm not against it, but I think that people put a lot more emphasis on that than its value. A lot of people say I should you know, do my LLC in Delaware or Wyoming, because it's anonymous. And that's correct. And there are some benefits to that. But if somebody wants to find you, ultimately they could. If they want to spend the resources, they could find you. So another thing that is going to poke a hole in that anonymity a little bit is the Corporate Transparency Act. It was passed earlier this year, and it goes into effect at the beginning of 2024. While it's not going to put owner's information in a public database, it will be on a government database. So there at least will be another place where your information is out there. And generally what the Corporate Transparency Act says is that the owners of corporations and LLCs, there's a form and you're gonna have to fill that out. So if I have Acme LLC that's formed in Wyoming, which theoretically Nic McGrue would not be tied to that at all on any of the filings, Well, the Corporate Transparency Act says there's a document that I've got to file with the federal government that says, hey, Acme LLC, Nic McGrue is the president. This is where he lives. This is the vice president, et cetera. And so the government is definitely going to know who the owner of that LLC is now. And so that's one thing that I've been kind of counseling clients on more. Again, I've often thought that people put far too much emphasis on the anonymity. It's there, and it can be helpful. It's just a hurdle, though, and anybody who's willing to jump over that hurdle can find it. And so this is another scenario where that anonymity is getting weakened a bit more.

Whitney Sewell: Interesting. OK. No, that's a good one to know. Is there anything, as operators, will we have to go back and do that for old entities? Or is this just new entities that are created going forward? How does that work?

Nic McGrue: Definitely entities created forward. And then I believe it's kind of a periodic basis after that for older ones at a certain date. Don't quote me on that, though.

Whitney Sewell: Okay, okay. And something else I've heard a lot of operators, especially operators that have a big name, right? Or, you know, maybe they're all over social media, whatever, they built a really big following. And, you know, then they invest passively in a deal. And then say that Schedule A is sent out to all the investors at times, right? And actually, I did a little research on that a long time ago, and it seems some attorneys do that and some don't. I don't really know if that's required or not. But what these operators didn't want is that all the investors in that deal to know that they also invested in that deal. So that's one place they could have an entity name there instead of their own name, right? But what are your thoughts on that?

Nic McGrue: So one thing that we do to actually try to help that anonymity because that's something early on my clients are like my investor is not going to want to be on here because as an owner of an LLC you typically are going to have the right to see kind of your place you know what, how many units do you have versus other other members etc. And so what we do is we for that kind of public and I say public, it's available to the company members. We use membership IDs. And so Nic McGrue will have an internal membership ID that the operators have. But nobody will outside unless I tell people they won't know what my membership ID is. And so that way, when we send that document to investors, they can see all the various investors and how much they invested, what units they have, what class, et cetera. But they're not seeing that Nic McGrue just invested a million dollars. It's member 000123 has invested a million dollars. So that's one thing that we do to try to help with the internal transparency or the internal anonymity regarding your co-LLC members.

Whitney Sewell: Okay. I've not heard of that before, but that membership ID is created by you, not, say, the operators themselves.

Nic McGrue: Typically the operators do it. Oh, the operator will do it. OK. Yeah, because the operators will have a list that says Nic McGrue is member 00123, Whitney is member 001234, et cetera. So the operators typically will create that. And then they have the list that corresponds the IDs to the actual people. But then when they have to give company facing documents that's showing everybody, they show it based upon member IDs only.

Whitney Sewell: Interesting. I've never heard of that. 1,800 some interviews. Nick, thank you again. How can the listeners get in touch with you and learn more about you?

Nic McGrue: Yeah, you can reach us at polymathlegal.com. That's P-O-L-Y-M-A-T-H-L-E-G-A-L.com. Or find me on all the socials. It's at NickTheLawyer. That's Nick with an OK, so at N-I-C-TheLawyer.

Whitney Sewell: Thank you for being with us again today. I hope that you have learned a lot from the show. Don't forget to like and subscribe. I hope you're telling your friends about the Real Estate Syndication Show and how they can also build wealth in real estate. You can also go to lifebridgecapital.com and start investing today.