September 7, 2022

JF2925: How the Syndication Framework Benefits GPs ft. Jennings Smith


Jennings Smith and his cousin Yeadon Smith are business partners who collectively own approximately 48% of their portfolio, which they were able to achieve through BRRRR-style apartment buying. Jennings got his start as a contractor after earning his builder’s license at 19 and began slowly building wealth through real estate. He took Michael Blank’s Ultimate Apartment Buyer Guide online course, which helped him syndicate his first 12-unit deal in 2019. 

Today, Jennings is the co-founder of Live Oak Capital and My First Million in Multifamily. Live Oak Capital is an investment firm focused on multifamily, and MFMIM aims to build networks and communication that help people close multifamily deals. In this episode, Jennings explains why he prefers syndications to JV deals, why he chooses to structure his deals with a 70/30 split with 70% going to the GP, and how identifying his strengths and weaknesses helped him to scale. 

 

Jennings Smith | Real Estate Background

  • Co-founder of Live Oak Capital and My First Million in Multifamily (MFMIM). Live Oak Capital is an investment firm focused on multifamily. MFMIM aims to build networks and communication that help people close multifamily deals.
  • Portfolio:
    • GP of:
      • 1,000 units
      • 500 self-storage units
  • Based in: Summerville, SC
  • Say hi to him at:
  • Best Ever Book: Flip the Script by Oren Klaff
  • Greatest lesson: Borrowed belief. Understand that achieving goals is not difficult, it can just be different than what you initially thought. Surround yourself with people that inspire that same belief and are able to unlock your potential.

 

 

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TRANSCRIPT

Slocomb Reed: Best Ever listeners, welcome to the best real estate investing advice ever show. I'm Slocomb Reed and I'm here with Jennings Smith. Jennings is joining us from Summerville, South Carolina. He's the co founder of two companies. Live Oak Capital is an investment firm focused on multifamily, and My First Million in Multifamily builds networks that help people close multifamily deals. In his current portfolio he's a GP of 1,000 apartments and 500 self storage units. Jennings, can you tell us a little bit more about your background and what you're currently focused on?

Jennings Smith: Hey, Slocomb. Thanks for having me on the show. I appreciate it. So yeah, my cousin [unintelligible 00:02:06.26] and I are business partners, and we own collectively about 48% of our portfolio. So as we were talking before the show, we were able to achieve that higher equity by doing the BRRRR style type of apartment buying. But I started as a contractor. At 19 I got my builder's license and started building track homes and renovating bathrooms and kitchens, and got burned out on that after about 16 years. But I had started buying trailers and a few rental homes, and thought "This works. I'm building wealth, but it's really slow." I had saved up twenty grand to buy a rental home and trailers. It was money, but it wasn't significant money. I'm playing in $15,000 mobile homes, and I wanted to play bigger games... So I bought Michael Blank's course, "The ultimate apartment buyer guide" for $1,000 online, and I learned how to syndicate, and I syndicated my first 12 unit deal in 2019. So in the very beginning, January, February of 2019 we closed that, and then I went to a conference, learned more about the BRRRR model and how to do that, and just kept closing deals, and met more people there, raised more capital, and went from there and to where we are now, which is about 1,000 doors and 500 self-storage units. So it's been a wild ride. Now I'm completely out of construction, sold my company, and I do this full-time.

Slocomb Reed: Cool. There was a lot in there, Jennings, to pick from. As a podcast interviewer, the first place my mind goes though, as an apartment owner-operator myself, the thing that stood out to me the most in there was that you syndicated a 12-unit from 2019 and you're from South Carolina, so I'm imagining those were not million-dollar units. Most people I think will make the same assumption that I'm making. Tell me I'm wrong here, please... A 12-unit in Summerville South Carolina is too small to syndicate, isn't it?

Jennings Smith: Okay, when I say syndicate, I mean I raised the money for it. So I guess it wasn't a traditional syndication. My next one, which was a 19-unit - it was a 506(b) of $750,000, and we did syndicate that. But the first one, we bought it in North Carolina, and it was only $250,000. I got seller finance. So the seller loaned me 70% --

Slocomb Reed: 21k a door with seller financing.

Jennings Smith: And it was in good shape. It really was. It was in a little town, Williamston, North Carolina, 5,000 people, and I somehow convinced the guy, I was like, "Hey, if it's not gonna make money, I'm not gonna be able to get a loan." I knew that I wasn't going to be able to get the loan probably anyways at that point... So he agreed if I brought 30% down, then he would do it. So I drew up a proposal and I found an investor to give me the down payment plus about 20 grand in carrying costs/slush fund, whatever, and gave him 40% of the deal, and I kept 60% of the deal. His first question was, "Why don't I get 60% of the deal? I'm bringing the money" and I pushed back and said, "Well, money's everywhere. These really good deals are hard to find." So he's like, "Alright, well... Whatever. I'll do it." So he did it. And it was a pretty cool little light value-add. We got rid of the trash. The guy was paying for a dumpster, but he was also paying for trash can service in his county taxes. So we got rid of the dumpster, got the cans out there, and then he wasn't charging for water. In this little town, they have this reverse osmosis and water was 80 bucks per unit per month, for one-bedroom apartments. And so I started billing the tenants for the water, and I don't even think I raised rents. I just did that, and 18 months later I sold it for $415,000. So I made money, the investor made money, he got his money back, and the guy that bought it from me - he has since made money; I've stayed in contact with him, and he's doing well with the property.

So it was a really cool first deal. It was just big enough to get my feet wet, but give me the confidence to close a 19-unit, which was pretty easy. We only had to raise 250 grand. But we closed a 64-unit in Charleston, and that was about a $5 million deal all-in, and we had to raise 1.2 million for that. So that was a bigger stressor...

Slocomb Reed: Jennings there's an interesting point of comparison here between your investing and mine. My portfolio is smaller than yours, and I haven't gotten into syndication yet. One of the reasons I haven't is because I'm seeing so much value and opportunity in the joint ventures that you're discussing, where I'm looking for these opportunities off market, how can I get in front of the seller without a broker between us, and how can I create BRRRR style deals, where the force appreciation is significant enough that a cash-out refi gets us back all of our starting capital.

One of the reasons I'm hesitating to move into apartment syndication is because I have people in my sphere already who are interested in partnering with me on those kinds of deals where they bring most or all of the capital. If I'm bringing some capital, my ownership percentage is proportionally much greater than the capital that I'm bringing, because I'm bringing a deal that has the potential of the deals that you were discussing, that first 12-unit.

And what I'm seeing is that the deals are smaller, but there are a couple of things going on here. One is I'm in a position to take a larger ownership stake structuring a 12-unit with a partner who is on paper as active in the deal as I am, and has as much decision making power based on ownership percentage. Where I'm struggling to get into syndication is twofold. One is that I can do really well on these smaller deals, where I end up with 25%, 50% ownership, bringing little or no money to the deal to get that ownership, because of the value that I'm creating for my partner with the forced appreciation potential. Also, the syndication space - there are a lot more investors in it now and since 2019 than there were seven years ago. I have a lot less competition in the smaller space, smaller unit count, but also it's much easier to get direct to seller South of 40 units than North of 40 units, at least in Cincinnati.

So I imagine there was a time when you were facing all of this with your own decision-making as well, and you decided that syndication was the right path for you. Talk to me directly, Jennings, and our Best Ever listeners will hopefully gain something from the conversation between you and me... Talk to me directly, what is it that I'm missing about syndication that makes it a great opportunity, possibly a better use of my time and talents than these JV deals? And why is it that you decided to make that shift into syndication?

Jennings Smith: Great question. And that I think there's two answers. One, most people assume that to do a syndication you have to give away 70%, 80% of the equity to the money. Number one, that isn't true. You can structure syndication however you want. Most of my syndications are structured 70/30, with 70 towards the GP, 30 towards the money. So you don't have to necessarily give away that much equity. But secondly, and more importantly, the reason that I decided to go the syndication route is because of the legal implications of it. And I wanted to be in control, and I wanted to be in charge... And, I mean, things inevitably go shaky. If you're going to keep doing deal after deal after deal and taking on more and more and more JV partners, eventually, probably something's gonna go wrong. You're gonna disagree with one of the JV partners, they're gonna want to sell, he's gonna want to refinance, he's gonna get divorced, she's gonna sue you... Whatever. It happens in business. And we know this.

So when you're in a syndication, and you're the GP, with LPs bringing the money, you still have those risks with your GP partners. But you don't have the same risks with the LP partners, because of the structure of it, where they're not active operators; and you've done it by the book, you've registered it with a 506, B, or C with the SEC, and you've gone that route... So they really don't have much more control over you than you saying, "Hey, I bought Coca Cola stock, so I feel like I should be able to tell Coke when they should sell their company, or buy their materials, or sell in different countries" or whatever. Coke doesn't care. And the syndication framework is super-strong towards the GP. As an LP, I think it's more advantageous to probably be in a JV than it is to be in a syndication. But if you're talking strictly legal strength, and the avoidance of lawsuits and having more decision-making power unilaterally over what you're going to do with your property, you want to be the GP syndicator.

So that was sort of my thought, was "Deals under a million bucks - yeah, we can mess around, we can skirt the issue. But above a million, really, we are the active operators. The money people are not -- they're not making these decisions." And if something goes wrong, they could go to the powers that be and say, "This doesn't fly, because I was supposed to be a JV. He didn't consult me, and he ran this property into the ground, and I want to sue him."

Slocomb Reed: So the liability protection - that makes sense to me naturally. We have a very sophisticated listener base, Jennings, so I don't think anyone is surprised necessarily by what you're saying there. What is surprising to me is that you're doing 70/30 splits, with 70% to the GP side. Tell us a little bit more about why you're structuring deals that way, what other terms are there in there? Is there still a preferred return and a targeted IRR? And why is it that it's a good idea for a passive investor who doesn't have the power of an active JV to go into a deal for 30%?

Jennings Smith: Right. So it boils down to your opportunity. So let's say I came to you, Slocomb, and I said, "I want you to invest in one of my deals. It's a great deal. Maybe we're even going to be JVs. And I want you to be a passive investor in my deal." More likely than not, you're not going to invest in my deal, because you're gonna want that $100,000 set aside for your next deal, or whatever you may need, because you have opportunity at your fingertips. And also, you know about syndication, you know about other apartment investors, you have a ton of deals at your disposal, and you personally know how to do this and make money without putting any cash in. You can just do it with your skills. So you're not going to invest in my deal. That doesn't mean that nobody's going to invest in my deal, though.

So I think that if I'm taking a 70/30 deal to a pool of seasoned LPs that are in all these other syndication deals, and that's what they're used to, is that 70/30 split, I am going to have a tough road ahead just because of the mental shift of that. Now, I would argue that you can still get LPs 15% to 22% IRR return on that split if it's a good enough deal...

Slocomb Reed: Totally.

Jennings Smith: ...so what does it matter, right? It's just semantics. Or maybe I have less fees associated with my deals than the other syndicators. I mean, I have a friend that - he did a deal that was 100% to the LPs, 0% to the GP, and it was $500,000 in upfront fees at closing." He's getting his piece of the pie. He's just structuring it in a way that seems psychologically more advantageous to the investor. And I feel like a lot of these "skinny deals" where it's 20%, 30% of the GP, they have heftier acquisition fees, they've got construction management fees, they've got capital event fees, they've got asset management fees, and maybe they've got hurdles where it's only 70/30 up to this, and then it changes to 50/50. They know what they need to make, and they're structuring in a way to make it profitable. Because if you just did an 80/20 split with no fees, that deal is really not worth the syndicator's time.

So if you're an LP looking at those deals, I think you've really got to dig into the fineprint of how everybody is getting paid. So the way that I have done that successfully with 20% or 30% to the LP is we've paid a heavier preferred return. So we've done a 10% preferred return, and then we've done it only on deals that we can get them their money back in 18 to 24 months. So it's a really, really short timeline. Whether that's selling the deal, or refinancing the deal. And if we're selling the deal in less than two years, and we're paying a 10 pref while the money's in the deal, and then they're getting their cut of the profits, and then they're making 20 plus percent IRR - most people will take that deal. And if they won't, I'll find somebody else that will. It's kind of like widening the net. And if my net is only going to multifamily conferences, trying to market only to LPs, then yeah, I'm gonna get a lot of people that don't understand my model, don't want to do that, or they want more equity, whatever. But I would also venture that when you're getting into a deal where the GPs only own 20%, 30%, what happens when something goes wrong? They don't have very much equity to dilute, they don't have very much wiggle room to make you whole... Versus something like mine, it's like, "Hey, it's that good of a deal that we are able to dilute, we can sell another share, we have equity left to make the deal still work." But it's just a function of return.

If you look at private equity firms - they'll go in mezzanine position at 10% to 14% interest up to 90% LTV or LTC, and they're getting no equity. So if I'm paying a 10 pref and then you're getting another 10% to 12% on the back end, if I screw up, you're making the first 10% on that deal. So I have to put more risk on myself. I couldn't just say "No preferred return. I get 70%, you get 30%." I wouldn't make that sale.

Break: [00:16:48.25] to [00:18:36.07]

Slocomb Reed: Jennings your explanations are so content-packed that I have to let some of the great information you're sharing go in order to drill into a few specific things. The thing I want to drill into here is another thing I have not yet found for myself in apartment syndication, is that I'm all about alignment of interest. And when I was taking apartment syndication very seriously in 2019, early 2020, thinking about getting into it myself, that being the next vehicle for my investing, I didn't like the idea of acquisition fees, asset management fees and those things that you're naming, because what I wanted for myself was the opportunity to earn and profit in proportion to my results, and not in proportion to my activities. So what you're saying about taking a larger equity percentage but not having the fees along the way - that resonates with me, but it also means that if you've stripped the typical fees out of a syndication comp plan or a syndication equity split, there's a lot of meat left on the bone for that smaller equity percentage the LPs are getting, because there's more profit left in the deal literally by the fact that there are fewer expenses and transaction costs.

Jennings Smith: Yeah. There's going to be a demographic people that look at two deals that are both 20% IRR, one 70% to the investor, and one 30%, and they're not gonna like it. But does it logically make sense? When you're like, "Oh, wow, these guys - they're not getting fees, they're incentivized to get my money back as soon as possible because they're paying this heavy pref, and they have 70% equity, so that they can sell more shares if they have to, they can dilute their equity if they have to, they have multiple exit strategies", versus the "Wow, these guys are paying top dollar, and the only way that they could get me an 18% to 20% return was to give away 80% of the deal", because we're buying in Austin, Texas, and we're paying $200,000 a door...

Slocomb Reed: And you're buying a deal that's brokered, that has 200 other LOIs, right? And you had to outbid those other two hundred buyers.

Jennings Smith: So what's more risky? There's definitely a demographic that are attracted to my deals and that pitch. So the first couple deals, I did not even do an acquisition fee. Now we do do an acquisition fee, because it is a lot of work to get these deals closed, and all the legal work and paperwork and all that. But yeah, the bad way about my strategy is you don't get paid for two years. I don't make a cent, right? So it kind of sucks. And I would say if you're trying to go into multifamily full-time as a syndicator, and make a career out of it, the other way is a viable way. And I don't fault that. I used to be like, "Oh, that's not as good", but there's all different types, the world needs all different types. And if you have no preferred return, and you're giving away more equity, and you have these asset management fees, then it is easier for you to transition into multifamily full-time faster, because you're getting cash flow; when you're disbursing to the investors 70% - well, at least you're getting 30%, whereas when I have this pref anvil hanging over my head, I'm not disbursing cash to myself, because I'm worried about being able to pay that preferred return.

Slocomb Reed: That makes a lot of sense. A solid preferred return is going to be difficult to deliver. For the sake of simple math, if your LPs have 25% of the equity and eight pref, then you have to be delivering a 32% cash on cash return for that eight pref to be satisfied in just 25% of the ownership.

Jennings Smith: Right.

Slocomb Reed: So all of the cash flow at the beginning, even though they have a lower equity split, it's all going to them to meet that prep.

Jennings Smith: Yes.

Slocomb Reed: And then, like you said, you are made whole on your equity with the liquidity events in the end, ideally with the sale, when you can make back all of the returns on your equity. That makes a lot of sense. Jennings, help me work through this pitch here... Again, I know there's a disclaimer at the beginning of the episode for our listeners; nothing is actually being offered. This is a purely hypothetical exercise. But let's say, Jennings, that I want to syndicate on a model closer to yours, and I want to explain to investors who are familiar already with the typical syndication model where the LPs get the lion's share of the equity.

When I create a model where I retain a greater equity percentage, while delivering on a pref and a targeted IRR without fees, it is creating that alignment of interest in that I'm not getting paid for activity as much as I'm getting paid for results. Profitability, cash flow is left in the deal by the fact that I'm taking less money off the table in the meantime in terms of fees, that effectively will be expenses, that reduce cash flow. I'm still planning to deliver on a similar preferred return and targeted IRR, but also without having the fees and retaining a higher equity percentage if things go south, whether they be microeconomic, macroeconomic, my fault or not, I am in a better position to make my investors whole, because I have more of the deal from which to make them whole. I'm not trying to make 70% whole with my 30%. I'm trying to make 30% whole with my 70%. It seems like that's a solid way for limited partners to know that they are safe in an investment, while getting a preferred return and a targeted IRR they're interested in. Am I missing something here?

Jennings Smith: No, I think you're nailing it. And that's the crux of it. Let's say we miss our projections... Well, we've got 70% of the sale profits to push towards making up that 10% preferred return if we've missed that. For example, our bigger deals in Goose Creek, the first one we did - when we refinanced, we were only able to get 92% of the capital back out.

Slocomb Reed: For BRRRR investors that's a frustrating number, but for people who don't do what we do, that's really exciting. I get where you're coming from.

Jennings Smith: Yeah. So now all cash flow has to be deferred to the investor, and the 10% clock is still ticking on that last little bit of money... So I've still haven't gotten paid anything that deal. It'll work out for me long-term, and the investors got their checks, and they got most of their money back, and now we're eating away that last little bit. And then sometimes it works phenomenal.

I'm gonna tell you an example - we bought this heavy value-add in Oklahoma, 208 units in Tulsa for 5.5 million. And we put 2.5 million into the renovation. So it was a $2.4 million raise, 24 shares, 100,000 apiece; and we've renovated it, we filled it up... It took us about two years to get it done, and we've just refinanced it with Freddie Mac, and got non-recourse debt, 10-year term, 4.25% interest rate because we locked in a while back... And it appraised for 13.9 million, and the bank gave us 9.45 million and our basis was 8.1. Not our basis, but are all-in costs, with all the investors money, the renovations, carrying costs, everything. So we returned all of that, we set aside 800,000 or 900,000 in bankroll for future renovations - we've got to replace some roofs and some other stuff - and then we've distributed 250,000 of those refi proceeds. And that's cool. But now, the building is cash-flowing $30,000 a month after debt service. So the GPs get 80% of that for forever, as long as we want. And then investors aren't mad, because they got 10% of the money while they were in the deal, they got their money back, they got 20% above and beyond refi proceeds, they're getting 20% of the cash flow forever with no risk on the deal, and they're gonna get 20% on the sale. And they didn't have to sign on any debt, they took on no risk other than their capital, now they have zero risk in the deal... And that's another advantage of the syndication model versus the JV model, is if anyone's above 20%, 25%, the bank wants them on that loan. And you don't really run into that issue with syndication, because their LPs are different share class. So even though collectively they may own more than 25%, they're taking on no debt or risk or liability whatsoever. And it's a lot easier to get 24 people to give you 100 grand, than two to three people to give you a million dollars. And how many of those times can that person give you the million dollars? That well runs dry, I think, at some point. Instead of getting $50,000 - $100,000 at a time, and you don't have a tail that can wag the dog, right? Somebody's bringing a million bucks to your deal, and there isn't a term that he likes, and it's a week before closing, and your money's gone hard, and you're about to lose $200,000... You're probably going to acquiesce to his terms. Versus an investor that's giving you 50 grand or 100 grand - alright, we'll replace you; we'll figure out a way to replace you. You're out of the deal. You're not telling me what to do. You're not telling me how to run my deal. I'm in charge. I love that about the syndication model. And I always encourage people that I mentor in our deal room - if you can help it, don't let somebody be bringing this massive chunk of money, because more often than not, it's a horror story and it doesn't work out because that person starts to demand more, or they want to change the terms of the deal.

Slocomb Reed: That makes a lot of sense. I've gained a lot of value from this episode, I hope our Best Ever listeners have as well. Jennings, are you ready for the Best Ever lightning round?

Jennings Smith: Alright, let's bring it on.

Slocomb Reed: Awesome. What is the Best Ever book you've recently read?

Jennings Smith: I'm gonna have to go with "Flip the script" by Oren Klaff. It's super-great for the mindset piece and the psychology with talking to investors, talking with brokers, off market sellers... And it's just creating that your idea is their idea, and understanding how our brains wire things together and taking advantage of that to accomplish goals. Great book, and he weaves all these different stories together in a really compelling way that's easy to remember.

Slocomb Reed: Nice. What is your best ever way to give back?

Jennings Smith: First and foremost, I'm involved with my church, giving money, and I'm on the vestry, which is like the leadership team of the church... So I love that, I'm involved in that. And then my deal room. So out of my Facebook groups - it's got 24,000 people in it, and I love to give value in there. And then I have a group of about 330 people that are my mentees. Because people kept asking me "Hey, how do I do this? Can I pick your brain?" and I wanted to have an organized fashion for people that were serious, that wanted to jump from rental homes into multifamily and really start doing bigger deals and doing bigger things, I wanted them to have a track record of accountability... And it is a lot of work that I was pretty worried about doing. I didn't want to be seen as a scammer, or a guru, or another guy out there shilling a product... But I realized that I could help a lot of people, and I can change people's lives, where they're stuck in a career that they hate, they're going to a nine to five job that they don't like, they're not pursuing their goals, they have no money in the bank, they've got no net worth to speak of, and they don't see a way out, and they know real estate is a great vehicle - I can help them. I can show them what I've done in three, four years that is going to provide for -- my retirement's done. My retirement's done many, many times over... Just by working hard for three or four years, and learning this stuff. And I love that, and I love hearing their stories of them closing their first deal, because I know once they close one deal, they can close as many deals as they want.

Slocomb Reed: Jennings, we're gonna make this the last question for the lightning round - you've given a lot of advice already; we usually ask for advice... But what is the biggest mistake you've made as a commercial real estate investor thus far? And what is the Best Ever lesson that has resulted from it?

Jennings Smith: I think one of the biggest mistakes I've made is thinking that I know more than I know, and thinking that I'm too good at something that I'm really skilled at. So I'm pretty much going into asset management, and as I've grown, no big deal. First couple deals... And I got really good at raising money and closing deals and finding deals and underwriting and due diligence... But as you grow, there's a lot more to manage, with tons of investors, and tax forms, and K-1s, and different property management, and construction projects, all spread across different states... And really not running those properties and operating them as well as I could, and forging ahead to the next deal, instead of really focusing on "Let me get everything in alignment, get my system set up."

So that was a big lesson... And then the lesson I learned from it was I hired an outside consultant, an asset management guy who took a deep dive into my portfolio and uncovered a lot of things, issues, stuff that we weren't doing as well as we could, and helped us make some adaptions and changes and made the portfolio a lot more profitable.

So we're all good at some things, but nobody's good at everything. And that's where I think I screwed up, was just thinking that I could manage a thousand-unit portfolio without robust systems in place, and really not understanding deeply asset management... Because it is different than just being a property manager over a couple apartments when you get to scale; and it was overwhelming to think about how am I going to do 2000, 3000, 5000 doors. I knew I could close them, but successfully running them without wanting to drive off a cliff is a different problem.

Slocomb Reed: That's a really valuable insight, Jennings. Thank you. Where can people get in touch with you?

Jennings Smith: The best place is jump in my Facebook group, "My first million in multifamily." When you join, we'll send you some free resources, we'll send you our deal analyzer, we'll send you a sample pitch deck. We'll send you how I raised the first $90,000 to close my first deal, that 12-unit that we talked about... And there's a lot of good people in there. There's a lot of deals flying around, and it's a gateway into our deal room.

The deal room is pretty much reserved for people that already have rental property. I need you to already have some experience, whether owning your own business or rental property. But it's a good way to get more insight and exposure into multifamily. And Instagram, [00:33:38.00] or Facebook Jennings Smith; shoot me a message, I will respond. I love connecting with people, and I love to help you out and your listeners any way I can.

Slocomb Reed: Jennings. Thank you. Best Ever listeners, thank you as well for tuning in. If you've gained value from this episode - I know I have - please do subscribe to this show. Leave us a five star review and tell a friend who's interested in real estate investing or already active and looking at syndication - tell them about this episode, share it with them, so that we can add value to them as well. Thank you, and have a Best Ever day.

Jennings Smith: Thank you!

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