Listen on Apple Podcast here: https://podcasts.apple.com/us/podcast/interview-with-securities-attorney-mauricio-rauld/id1520681893?i=1000489944468

SHOW NOTES

Welcome back to the Passive Mobile Home Park Investing Podcast, hosted by Andrew Keel.

On this episode of the Passive Mobile Home Park Investing Podcast, Andrew talks with Mauricio Rauld, founder and CEO of the Premier Law Group. A premier boutique securities law firm. As a nationally recognized expert on private placements, Mauricio works with elite entrepreneurs who seek to increase and protect their wealth through syndications. Today we’ll be having a conversation about the legal side of mobile home park investing.

If you have questions about the SEC, investing through an LLC, or the risks of passive investing in mobile home parks, this is the episode for you. Mauricio will also talk about why he loves investing in trailer parks so much and the benefits of passively investing.

***Andrew Keel and Keel Team Real Estate Investments (Keel Team, LLC) do not endorse any interviewee. This interview is for informational purposes only and should not be depended upon for investment purposes. ***

Andrew Keel is the owner of Keel Team, LLC, a Top 100 Owner of Manufactured Housing Communities with over 1,400 lots under management. His team currently manages over 20 manufactured housing communities across ten states – AR, GA, IA, IL, IN, MN, NE, OH, PA and TN. His expertise is in turning around under-managed manufactured housing communities by utilizing proven systems to maximize the occupancy while reducing operating costs. He specializes in bringing in homes to fill vacant lots, implementing utility bill back programs, and improving overall management and operating efficiencies, all of which significantly boost the asset value and net operating income of the communities.

Andrew has been featured on some of the Top Podcasts in the manufactured housing space, click here to listen to his most recent interviews:

https://www.keelteam.com/podcast-links. In order to successfully implement his management strategy Andrew’s team usually moves on location during the first several months of ownership. Find out more about Andrew’s story at AndrewKeel.com.

Book a 1 on 1 consultation with Andrew Keel to discuss:

• A deal review
• Due diligence questions
• How to raise capital from investors
• Mistakes to avoid, and more!

Click Here: https://intro.co/AndrewKeel

Are you getting value out of this show? If so, can you please head on over to iTunes and give us a five-star review? Help me get to my goal of getting over 100 five-star reviews by the end of 2021!

Talking Points:

00:18 – Welcome to the Passive Mobile Home Park Investing Podcast

01:00 – Mauricio’s background in mobile home parks

02:40 – Major risks for passive investors investing in the funds and syndication type of deals

04:05 – Big red flags (legal and documentation)

07:55 – Top items that passive investors should look at in legal documentation

10:10 – Ideal ways for passive investors to invest

14:11 – Other states with high SEC filing fees

16:20 – Different holding company or LLC for different syndications

19:00 – The structure of the different entities

20:00 – Investing through an IRA

22:13 – Usual procedures for offering documents

24:30 – The difference between a 506(b) and a 506(c) offering

28:25 – Main advice for passive investors looking to invest in a mobile home park deal 29:35 – Getting a hold of Mauricio

30:00 – Conclusion

SUBSCRIBE TO PASSIVE MOBILE HOME PARK INVESTING PODCAST YOUTUBE CHANNEL https://www.youtube.com/channel/UCy9uI3KGQmFgABsr9lUtRTQ

Links & Mentions from This Episode:

Mauricio Rauld’s Email: team@premierlawgroup.net

Premier Law Group Website: http://www.premierlawgroup.net/

Keel Team’s Official Website: https://www.keelteam.com/

Andrew Keel’s Official Website: https://www.andrewkeel.com/

Andrew Keel LinkedIn: https://www.linkedin.com/in/andrewkeel

Andrew Keel Facebook Page: https://www.facebook.com/PassiveMHPin…

Andrew Keel Instagram Page: https://www.instagram.com/passivemhpi…

Twitter: @MHPinvestors

---

TRANSCRIPT

Andrew: Welcome to the Passive Mobile Home Park Investing Podcast. This is your host Andrew Keel, and today we are joined by experienced Securities Attorney, Mauricio Rauld. Mauricio is the founder and CEO of the Premier Law Group. A premier boutique securities law firm. As a nationally recognized expert on private placements, Mauricio works with elite entrepreneurs who seek to increase and protect their wealth through syndications. Mauricio, thank you for joining us today.

Mauricio: Thanks for having me, Andrew. I’m really looking forward to it.

Andrew: Awesome. Let’s jump right in. Can you tell the audience of passive investors a little bit about your background in mobile home parks? As I know they have a special place in your heart.

Mauricio: My background really is I’m an attorney. Went to law school, did the whole legal thing for a while, and started my practice about 15, 16 years ago. But about three or four years ago, I took a little bit of a detour, and I went to join two of my good friends who have a mobile home park fund, really, an all-inclusive business. To be honest with you, they have a management company, they have a construction company, they have an investment fund, and they have pretty much little packages.

They invited me to come over and be a managing partner with them because my buddy Andrew, has been doing it for a long time, and he was just looking to scale. He’s been grinding away by himself. He brought me and Mike on board to build that business. I was there for about a year and then I realized, man, it’s going to be a lot of work. It’s going to be a huge reward, but I got little ones home, it’s going to be burning the oil on both sides.

Andrew: For sure.

Mauricio: It’s a lot of work. But it was a lot of fun and it’s such a great asset class in it of itself. I’m a big fan of it, a big proponent of it. And certainly, we have a lot of clients who are in that space because affordable housing is such a huge, huge issue, especially these days. I just don’t see how it’s going to get any better, meaning, better for the people. It’s a great investment opportunity for us because we get to, not only get a good return for our money, but we also get to help these communities, spruce them up a little bit, and make their living conditions way better. You know how a lot of these parks look like when you are part of them, right?

Andrew: Oh, definitively. That’s awesome. Thank you for that little tidbit there. Let’s go ahead and jump into some questions here. What are the major risks for passive investors investing in the funds and syndication type of deals? What would you say are the top three things that passive investors should look out for?

Mauricio: The biggest risk, which goes hand in hand with the number one thing you need to look out for, is as a passive investor, you have no control. You have to do all your due diligence on the front end to make sure that you’re comfortable with the sponsor, the investment. Depending on whether it’s a fund, sometimes you don’t even see the investment. But you want to be sure that you’re comfortable with that because that’s your biggest risk. You have zero control, which is one of the nice things too. It’s a hands-off deal.

You’re investing money and then you’re letting somebody else go generate the return for you. Because of that, the number one thing that passive investors really need to look out for when making investments is the team, the sponsor. Because anybody can put together a pretty brochure, a pitch deck, a spreadsheet, and how everything’s going to work out great, but the real question is and the real risk is can that sponsor execute on that business plan? Because if they can, everything is going to be great. If they can’t, that’s going to be problematic.

For me, that’s the number one thing that a passive investor should be looking at. Doing their due diligence on the particular sponsor, make sure they’ve got a good team in place, make sure they’ve got the experience, and make sure they can take care of your money because they’re going to be a steward to your money since you’re going to have very little control.

Andrew: Yeah. I 100% agree with that. That was well put.

Mauricio: The other things that pop up now more from a legal standpoint, and this has come up several times in the past. I don’t typically do this anymore, but in the past, sometimes clients would call me and ask me to review documentation from investments that they were making. Inevitably, I would see just some red flags that popped up. Interestingly enough, the two that I remember specifically that were really big red flags ended up becoming issues two years down the road.

The first thing that passive investors need to realize is they’re supposed to be getting certain documents from the sponsor. A lot of legal stuff primarily should be a disclosure document, which is really important for you as the passive investor because that’s the document that basically outlines all the material facts and all the risks associated with the investment. You want to be able to go into the investment with eyes wide open, understand that it’s obviously a risk, it’s obviously a reward, and you just have to make sure you can make an intelligent decision as to whether this is a good investment for you and not all that information is in the documentation.

Many times, that documentation is not provided to the passive investor even though it’s required by law. First of all, it’s a violation of Securities Laws from the sponsor perspective, but that to me means they’re cutting corners. They’ve decided not to hire a lawyer or really not take it seriously. The question for me has always been if they’re cutting corners here and trying to save a few bucks by not hiring an attorney doing a well-developed document, where else are they cutting corners? Are they cutting corners on the rehabs? Whatever they’re doing.

Inevitably, what I’ve seen excuses as to why there is no disclosure document, which we call the PPM (you may have heard that), the Private Placement Memorandum. Inevitably, when I don’t see that when it should be there, issues pop up in the future. Even if you do have the docs, the third thing you really need to pay attention to, and it may be worth spending $500 or a $1000 to have an attorney review for you, but you want to make sure that the documents actually reflect the story of what they’ve been telling you.

The sponsor is going to tell you this is what the deal is going to look like, these are the return, you got maybe a pref, these are the splits, or whatever they’re pitching you on the pretty business plan, the pitch deck. You want to make sure that the documentation actually reflects those representations. Because at the end of the day, if it’s on the dispute, hey, you told me this, you told me that, it’s going to be the documentation that’s going to govern.

You want to make sure you’re reviewing the docs, and make sure that all the points that you thought were there and the reasons you’re making that investment, make sure that those are in the documentation provided to you.

Andrew: Mauricio, would you say that’s a must-do to have an attorney review those documents, or could a passive investor—if they knew what to look for—review those themselves?

Mauricio: To be honest with you, I would say probably less than 5%—if even that much—of the people actually will hire an attorney to review it. They don’t want to spend $500 or $100. Most of the time, passive investors don’t hire an attorney. I’m obviously an attorney, when I do it, I don’t need to hire someone. If I was getting involved in something that I’m not an expert in, I just want to make sure that everything is printed, it may be a good idea.

But you can always ask questions too. If you’re not sure, hey, look, so-and-so told me that I’m supposed to be getting a preferred return. I’m looking at the docs and I can’t quite see what that is. There’s nothing wrong with asking the sponsor. Hey, you mentioned this and this, where do I see that in the docs? Or maybe there’s something in the docs that you don’t quite understand. Say, hey, do you mind explaining to me what this paragraph means? It sounds like it means this, I have no idea what it means. Please explain it to me. That’s common.

Something that’s actually required is the sponsor should be making themselves available to answer any type of questions you have once you’ve reviewed the extensive legal documents that they should be providing you with.

Andrew: Definitely. In the legal documents that they provide you with, what are the top items that passive investors should look at? I assume the distribution section and who gets paid first is going to be in the top five, but what would you say are the must look at sections of those documents?

Mauricio: Voting would be one to the extent that you’ve been told that you have some kind of a say. Typically, these deals, you have zero voting rights. That’s the idea, you’re a passive investor. But to the extent, in what scenarios can you remove the manager just in case they’re not doing what they’re told you were supposed to do.

Distributions are also a big one. And then just the exit strategy. Just making sure that you’ve got an understanding of what the exit strategy is, especially in a fund, for example. In a fund, there’s no specific property. There’s no specific game plan on a particular park. But the fund may say, hey, it’s a 5-year fund or a 10-year fund, but you may be able to get out of the fund after you’ve been in there for 2 years or 3 years. You just want to make sure that’s in there. You said I could get out in two years, where is it? There should be a section there called withdrawals.

Make sure that when you’re reviewing it, it makes sense. Some people put limitations on those withdrawals. They may just limit you. The sponsors are also concerned that if everybody wants to withdraw their money after two years, that creates a problem. There may be some limitations. Look, if there are too many withdrawals, we’re going to limit you to 20% or 25% withdrawals. Those are the terms that I would be paying specific attention to.

And then, of course, the distributions. If there’s a preferred return in there, make sure you’re reading the definition of what a preferred return really means. Does it roll over if you don’t get it, does it compound? I’m actually going to do a video shortly on preferred returns because it’s actually three pretty common different ways of calculating a preferred return. Just because you say preferred, what’s in your head may be different from what somebody else’s head is. Depending on how you calculate it, it’ll come out with different answers.

Just paying attention. Maybe the one thing I would just really stress a little bit is read those definitions. Especially my docs, I spend a lot of time on the definitions, so that I don’t have to spend that much time in the main body. I’ll just throw out the word. Hey, you’re going to get a preferred return, but if you look at the definition of a preferred return, that’s where all the juice is. Don’t skip over the glossary of terms and the definitions because that’s usually where the details are.

Andrew: That’s really good advice. What’s the ideal way for a passive investor to invest? Is it okay to just invest through your personal name? Should you have an entity like an LLC setup or a trust? I’ve done it through the Delaware LLCs but would love your input on that.

Mauricio: That starts to be an asset protection question. How should you be holding your past investments, just like how should you be holding all your other assets? And the other question you have to ask is how important is privacy for you? A lot of times, passive investors complain, or they don’t like the fact that their name and address are on the exhibit that lists all the other members of the LLC. I don’t want anybody to know where my home address is, which I totally get. But that’s something that you should be thinking about prior to making the investment.

From a privacy standpoint, obviously creating an entity hides your personal—hopefully, you don’t have your personal residence on there at all. If nothing, you’ll have a mailing address. But from a privacy standpoint, it’s nice to just have ABC LLC as the owner, the percentage, and an address, and your name’s nowhere to be found. You’ve got a little bit of a privacy thing going on there.

But from an asset protection standpoint, you really want to be in a state that has really strong asset protection. You want to have a holding company, which is I think what you’re talking about, Andrew. You want to have a holding company, which is your first line of defense. That’s what you want. You want to own an entity—I call a holding company—that’s in a really strong asset protection state.

The three best states, in my opinion, especially if you’re a single-member LLC or if you’re with a spouse—it’s basically the same thing as the single-member. If it’s just you or just you and a spouse, meaning no business partners, then I like to set them up in one of those three states. One of them is the one you mentioned—Delaware, Nevada, and Wyoming. Those are the three states that have the strongest asset protection rules for single members, and husbands and wives.

Because of something called the charging order—which I’m happy to go into, but it’s a little bit outside of scope—but the charging order in those three states is the exclusive remedy for somebody trying to come after your assets, and those do extend to single-member LLCs. Where other states may be really good states like Texas, for example, is a really solid asset protection state, but we’re not quite sure how Texas is going to respond to the single-member issue and whether they’re going to extend those same benefits.

There are two things I recommend my clients to have. One is a living trust. Just avoid probate, privacy, speed, and cost. Everybody should have a living trust, and that living trust then owns your holding company, and that holding company then invests in safe assets. Safe assets mean other LLCs, cash, precious metals, or your wine collection. Anything I’m not worried about is going to jump out and sue you.

I’m not worried that your cash is going to come out and sue you. I’m not worried that your gold is going to sue you, or your painting is going to jump out and sue you. I am worried that your car can get into an accident and you can get sued. I’m worried about the house. I’m worried about the businesses. Those things do not go into your holding company. Those go into an LLC first and then your holding company, this LLC that you’re talking about, Andrew, would be the owner.

That was a really long and complicated way of saying yes, in my opinion, you should have an LLC in one of those three states, and invest in those passive investments through that LLC, through your holding company.

Andrew: That is a golden nugget right there. Just that one answer to that question was worth this whole interview. I thought that was really valuable. To piggyback on that, I know in one of our deals, we had an investor that was investing through the state of New York. When we went to file with the state for the SEC filing fees, they were 5% of the investment amount. We ended up having to replace that investor.

You might want to speak to that. I’m not sure what they are for Delaware, Wyoming, and Nevada. But for New York, this investor was going to invest $50,000 and the filing fee was going to be $2500. It just didn’t make sense right off that bat. Are there any other states that jump out at you that are high SEC filing fee states?

Mauricio: Those are two separate things. What we were just talking about in terms of having a holding company or LLCs, each state has a filing fee just to create the LLC. The most expensive ones are Texas. All those states that don’t have any state income tax or expenses. Texas (I believe) is $300, Tennessee is $300, but most of them are $100 or $125.

What we’re now talking about is what we call the Blue Sky SEC filings, which means every time a sponsor sells a syndication or a piece of syndication to an investor, they have to file a form in the state where the investor lives along with their filing fee. The filing fee is also varying from state to state. Some states like Florida don’t have a filing fee. And then other states like New York are obscenely expensive. I would say on average, most states are in that $150, $250 range, but as you mentioned, the State of New York is around $2000 the last time I looked at it.

If you are investing $25,000 and you’re from New York or you’re investing $50,000, that’s a huge amount. I always caution clients, if you’re going to have just one investor in New York, just think about it if it makes sense. I just had a call today with somebody who’s actually from New York, and so most of their investors are going to be from New York. It is what it is. But that’s all paid by the sponsor, by the way. But the sponsor then just has to account for that and add it to their budget, which I guess ultimately comes from the project. It does affect the investors. New York is a tough one. They’re really expensive.

Andrew: As a sponsor, you may pick an investor from a different state to avoid some of those expenses if it’s a $25,000 or $50,000 investment.

Mauricio: Right. That’s just another reason I always recommend trying to make that minimum investment. If you’re a passive investor and you wonder why is it that the minimum investments are maybe higher than you would like? A lot of them are $100,000 or $50,000, that’s one of the reasons is because there are costs associated with it. That the smaller amount of investments just sometimes doesn’t make sense if you’re from New York. But also, economies and scale are other reasons why you want to have minimum investments.

Andrew: Sure. Does a passive investor need a different holding company or LLC for every syndication they invest in? Or can they put all of their passive investments in one holding company? I’ve practiced putting a max of five syndications per entity and then adding different ones. What are your tips on that?

Mauricio: For the holding companies, you can put a lot more in there because you’re not doing anything. The idea of a holding company is it conducts no business. In the case of the syndication LLCs, you’re literally just holding membership interest in the syndication. You’re doing no business. There’s no reason why that holding company should get sued. It’s not doing this, how can it get sued? It can’t.

There’s an outside risk—rarely small, in a syndication it’s almost non-existent—of somebody trying to pierce what we call pierce the corporate veil where the syndication LLC gets sued and then there’s not enough money in there, so they want to get to the owner. They’re trying to pierce that corporate veil. That’s a little bit more prevalent when it’s just a single member or there are one or two people because there’s an argument to be made that maybe they weren’t treating it as separate.

With a syndication, you have so many different investors. It’s pretty clear there are separate entities. They’re going to be doing everything separate from the members. I’m less concerned about that. I think what you’re talking about, where I bring that topic up, is when you’re owning dangerous assets in a particular LLC.

For example, if you have one LLC that owns a property, then the question is, how many properties can I put into that one LLC? Because you have to recognize that if something happens to one of those properties, the other properties are exposed. Anything that the LLC owns is a fair game. the properties that own cash, any other assets they own is fair gain.

That’s where I’m like, you don’t want to have too many properties in one LLC even though it’s more economical, it’s easier, and all that great stuff. But if something happens, if there is a slip and fall on one single-family home and you’ve got five of them in there, then the equity in the other four is exposed. In that scenario, it’s not really a number of properties that I limit, it’s really how much equity do you feel comfortable is exposed.

A million dollars might be a lot of money for one person, it may mean nothing to somebody else. Interestingly, in the last Great Recession, I remember doing deals where people had all these homes underwater. There’s no equity in 15 homes. I had a client who had 60 single-family residences. We stuck 18 of them in 1 LLC because they’re all underwater, there’s no equity, who cares? There’s nothing to go after. If you have one single-family that has $1 million in equity, then you probably don’t want to put more properties into that LLC because you’ve already got $1 million of exposure.

Andrew: Got you. That’s a great tip. In regard to the entities when you’re looking at operators—specifically for mobile home parks—the model that we’ve gone by is you want to have one single purpose entity to own the real estate, another entity that owns the park owned homes, and then a completely other S-Corp that would manage the property. Do you agree with the structure of the different entities?

Mauricio: 100%. That’s how we used to do them, and that’s typically how you would set it up. Primarily, especially in the mobile home park industry where a lot has changed, the lenders typically aren’t—I don’t even know if they do it—too thrilled about lending money on park owned homes. We used to segregate them so that they would be loaning on the land itself.

But yeah, you have a property LLC that owns the land, you’d have another LLC that would have the ownership of the park owned homes. And then obviously, you need a management company—assuming you’re doing that in-house—that would be the equivalent of the property manager that’s overseeing most likely a local property manager that’s on property.

Andrew: Wonderful. For investors that are investing through their IRA, are there any additional risks or questions they should be asking operators?

Mauricio: Yeah. The IRA is a great investment vehicle. It does have to be self-directed. If you have an old 401(k) or traditional IRA, you will have to roll that over into what we call a self-directed IRA so you can then struck the custodian to invest in whatever you want them to invest in. There are some rules related to it. No, you can’t invest in your own deals. No related parties, or some transactions that are prohibited. But this goes specific to the mobile home park. It’s a great investment vehicle to put your money in as opposed to having it stuck in whatever other traditional means.

The one thing that’s popping up that you want to just be aware and talk to your CPA if you’re a passive investor. Everybody thinks that the IRA is tax-deferred. Whatever profits I’m going to get from the investment, they’re just going to go back to my IRA, and then I’m not going to have to worry about paying taxes until I start withdrawing. But there is something called UBIT and UDFI. Not to get too complicated, but anytime you have leverage in a deal—if I put $100 into an investment with my IRA, and I’m able to leverage that to $400,000. Any profit I get on that leverage piece is taxable. I only get the deferral on the original investment.

When there’s leverage, there is some potential tax consequence for your IRA. There is a way around that that you should look into. You can get what’s called a Solo 401(k) or an eQRP—you may have heard of that term as well—but those are excluded from that UDFI. The Unrelated Business Income Tax. If you do an IRA and there’s leverage, then I would recommend instead of doing a self-directed IRA, go through that eQRP or sometimes it’s called Solo 401(k).

Andrew: Awesome. We are interviewing a CPA. I’ll make sure to add that to the list of questions.

Mauricio: Definitely ask about that.

Andrew: Back to the offering documents, what if an investor wants out at any given time? Is that something that there’s a usual procedure for that you’ve seen? Would that be in the offering documents like you mentioned earlier or something that they would need to look out for?

Mauricio: Typically, if it’s a project-specific, meaning if the syndicator is purchasing a particular park or multiple parks, then typically, the investor is in for whatever the term is. Usually, they are 5–7 years, there might be less. There might be a refinance option where you’ll be able to get your money back, but typically you’re in until the project gets sold or whatever the plan is.

With a fund, you often do see options to get out. For the first time, it’s not the stock market. If you suddenly invest in one of these deals and it’s a 5-year deal and you need your money after two years, there’s a mechanism, but you got to find your own buyer. There’s no stock market, you don’t put it on the exchange. A lot of times, the sponsors may help you out there, but they’re solely not obligated.

I would have to, as a passive investor, go into the marketplace, find a buyer. Usually, there’s a right of first refusal. Then you go back and say, hey, Andrew, I found somebody who wants to buy my $50,000 share for $45,000, is that okay? You’re not okay, but unless you want to match it, I’m going to go ahead and sell it. And then you sell it to somebody. That’s fine.

In a fund, the funds tend to be longer, and they don’t really have an end date a lot of times. It’s a 5-year, 10-year, or maybe 15-year fund. There are typically mechanisms inside funds that allow you to come in and out of the fund. Those are what we call withdrawal provisions. Each one is different. You’d want to look at specifically, your operating agreement is really what dictates, but it should be in the business plan and even in the PPM. That you’ll see reference to it. But the actual procedure would be in the operating agreement.

A typical one would be there’s a minimum amount of time that you’re in, maybe it’s two years. And then after two years, there’s a window in there that you’re allowed to provide notice of […]. You know what? It’s been great, but I need the money, I need to withdraw. And then the sponsor then has X amount of days to withdraw you, get you your money back, and how you would calculate what it’s worth.

And then it’s probably just once a year there’s a window or maybe it’s once every two years now. There’s a window that you usually get to provide notice to get out.

Andrew: Awesome. That’s a good tip. Real quick, next question, could you discuss the difference between a 506(b) and a 506(c) offering from the perspective of a passive investor? And what are the major things that they need to know when it comes to those two different types of offerings? Maybe piggyback that with the difference between a fund and a property-specific syndication.

Mauricio: Yeah. Generally, the rule is that when a sponsor is doing a syndication, they need to either register that syndication with the SEC or find an exemption. Or it’s illegal, is I like to say. You almost never see a registration. We’re always looking for an exemption, and the two most popular ones you mentioned, 506(b) and 506(c).

From an investor standpoint, the main difference for the investor is that in the 506(c), only accredited investors are eligible to invest. An accredited investor is anyone who has $1 million in net worth, excluding their primary residence, or has earned $200,000 in the last two years with a reasonable expectation of earning that or more this year. And if you’re combining with your spouse, that goes up to $300,000.

In a 506(c), if you’re not accredited, you’re not going to be eligible. If you are accredited, just be aware that the sponsor has a requirement to verify that accreditation status. They’ve got to take what’s called reasonable steps to verify. That typically comes in the form of a CPA verification letter. You, as an investor, would go to your CPA. Usually, the sponsor gives you a template. But they basically go to the CPA and have them sign a letter that says, hey, yeah, I do the taxes for this investor and I can tell you they’re accredited and that’s good enough.

If they don’t do that, either because they don’t have a CPA or the CPA doesn’t want to sign the letter, then they’re probably going to be producing tax returns, brokerage accounts, or whatever it is to show and to verify that they’re accredited.

On a 506(b), even if they’re accredited, they’re just going to check the box. They’re just going to represent they’re accredited, and that’s good enough. But from the investor standpoint, that’s pretty much it. The main difference between the 506(b) and 506(c) is really advertising. With the 506(c), you can be out of touch. Meaning, whenever you’re scrolling through social media, websites, or Googling and you come across a fund, that’s likely a 506(c) because they’re allowed to advertise to you.

With a 506(b), they can’t advertise to you. You have to have a pre-existing relationship with the sponsor. I don’t know which ones you do mostly, but if your sponsor’s doing the 506(b), that means that you have a substantial—what we call substance of relationship with the sponsor. It’s not somebody that you just found on the internet or googled around mobile home parks and said, I’m looking to invest somewhere, and I’ve never met Andrew in my life. And I just picked up the phone and invest. You won’t be eligible for that.

Andrew: For a passive investor, when the operator is asking you, hey, I need to get proof of your accreditation, that’s something not abnormal. That is a normal process that they will have to go through based on the SEC rules, correct?

Mauricio: That’s correct. It’s a relatively new rule too. It’s been a few years now. It passed in 2013. Prior to 2013, this didn’t even exist. A lot of accredited investors aren’t used to providing this. If they haven’t invested in a while or have never invested in the 506(c), sometimes, wait a minute, why are you intruding in my financials? That’s why the CPA verification letter is nice because nobody gets to see your financials. Your CPA simply gets you a letter.

Honestly, most of the time, the sponsor won’t even ask you for these specific docs. They’ll hire a third party to do the due diligence for them. You will never actually show the sponsor your tax returns or your accounts. You’ll show those to a third party, typically, it’s a lawyer or something, and they’ll do the due diligence on behalf of the sponsor and then just let the sponsor know they’re good. They won’t actually see your financials per se.

Andrew: Awesome. Tying things up, what would be your main advice for passive investors looking to invest passively in a mobile home park deal?

Mauricio: Not that I’m here to give any investment advice, but as we’ve talked, I’ve been in the industry before. I’m a big fan of the asset class in general. Especially in these environments, affordable housing, I think the future of affordable housing, whether it’s mobile home parks, whether it’s any other type of affordable, is going to be a big factor. I’m a big investor in that space.

As long as you do your due diligence. It could be a great asset class and it’s a great deal. But if you have a lousy sponsor, then that’s not going to work. The other way, I’d much rather have a really great sponsor on a lousy deal than have a great deal with a lousy sponsor. That just goes back to number one, which is just making sure you’re doing your due diligence on the team as well as the specific deal.

Andrew: There’s been a lot of golden nuggets in this interview, but I would say that that is a really good one. Focus on the sponsor and their track record over top of—like you said, I’d rather have a good sponsor and a lousy deal than a great deal and a lousy sponsor. That’s really good advice.

Wow. Everything that you just mentioned was very valuable. Thank you so much for sharing all of that. If any of our listeners want to get a hold of you, what is the best way for them to reach you, Mauricio?

Mauricio: They can just shoot me an email at team@premierlawgroup.net, or they can go to my website. You’ll have some videos there. Just feel free to reach out. I’m happy to help anybody out.

Andrew: Awesome. And that’s premierlawgroup.net.

Mauricio: Correct.

Andrew: I will put that in the show notes. Thank you so much for joining us, Mauricio. This was super valuable.

Mauricio: My pleasure. Thanks for having me.

Andrew: Awesome. That’s it for today, folks. Thank you all so much for tuning in.