Darin Davis, Principal at Club Capital, joins host Joe Cornwell to discuss the opportunity in today’s market to capitalize on preferred equity. In this episode, Darin explains what preferred equity is, how it differs from common equity, and why the current climate has created a huge opportunity for investors to capitalize on pref equity. He also explains what he loves about the Texas and Florida markets and why Texas is an economic juggernaut.
Darin Davis | Real Estate Background
- Club Capital
- Based in: Austin, Texas
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Transcript
Joe Cornwell (00:02.782)
Best ever listeners, welcome to the best real estate investing advice ever show. I'm your host Joe Cornwell. And today I'm joined by Darin Davis. Darin is the owner of Club Capital, a real estate syndication company. And he is here to talk to us today about a few different topics related to syndication and the market. Darin, thank you so much for joining us again.
Darin Davis (00:24.278)
Thanks Joe glad to be back. I'm really looking forward to talking to the audience today about some really timely opportunities.
Joe Cornwell (00:32.35)
Very good, and I appreciate you joining us again. I know you were on the show back in October, and we talked a little bit about your background, but for anyone who may have missed it, give us a summary on your background and how you initially got into real estate.
Darin Davis (00:46.13)
Yeah, I'm probably like a lot of people that are listening to this show. Back in the late 90s, I just was looking for something different and I landed in real estate and then I landed in residential, commercial, and here I am today, 20 something years later. And for the better part of the last 15 years, we've been doing syndications, family and friends, and then grown the business and, and we've gone through, you know, the, the 2008, nine, 10 cycles. So we learned a lot on that one.
We'll actually talk a little bit about that. But this has been in my blood and my DNA for the last 15, almost 20 years now. And we're based here in Austin, Texas, which I feel grateful that we're in one of the best markets for housing and jobs and everything associated with that.
Joe Cornwell (01:32.958)
Yeah, I always find it interesting to talk to people who have seen a couple market cycles. I feel like the vast majority of investors today and the people that I see in my network and on this show have joined post 2008. So they got in the business after the last recession. So it's always interesting to get perspectives on people that have been around and seen a thing or two, so to speak. So I know today we are planning on talking about the preferred equity model. That's something I don't know a ton about. So why don't you give us just a brief overview of what that even means and then we can dive into it.
Darin Davis (02:07.99)
Yeah, I'll kind of define it and tell you where the opportunity is for all of us right now. So as we most like you said, most people that are probably listening to this show or the people that you've been associated with the last 12-15 years, you guys saw a market that was bank debt, which is senior debt, and you saw common equity. Okay, and those two together would put together a deal. Okay, whether you're buying and rehabbing or whether you're doing development, but that was real traditional.
Go back to 2006, 7, and 8 when capital markets were in a complete mess. I mean, the banks were just literally shutting the doors on any new lending. Well, developers had to find a way to fund those deals. And so I was introduced 15 years ago to preferred equity. And what that is, it's a slice of capital that goes above your senior debt. So it goes like a second mortgage in a second position, it's a priority to the common equity in there.
So the preferred equity gets a fixed rate of return, it gets a timeframe, okay, and it gets priority over the common equity. So you get that safety net behind you. Now, why is that happening today? Well, several things.
The way the market is interest rates have gone up, leverage has gone down, values have gone down. So your bank debt is down in the 50, 55, 60% today. Well, you've got to fill that gap. So you've got to go back to your common equity and say, hey, we're doing a capital call. And you're going to get 20% say, okay, 40% say I'd prefer not to, and the rest of them are saying, no, you do it.
Being the sponsor, well, the sponsors may not be able to capitalize three, four, five, six million dollars. Therefore, they come to groups like us who have been predominantly common equity, but they'll come to groups like us and say, hey, could you guys put in a slice of four million, five million, eight million to fill this gap for a short period of time until we can weather this storm or just buy time? Because, you know, a lot of these guys took out loans three years ago and these loans were floating at three and a half, four percent.
Now those loans are floating at 8, 8.5%. Big gap there in that interest reserve. That's just one example of why Pref Equity is needed today. And it's really buying time and preservation of capital for the common equity.
Joe Cornwell (04:44.122)
Okay. So my first question is, is this a debt model, meaning the people who are investing in this and then placing the funds in the deal? And it sounds like this is what your company does and how you're placing investments into deals. Is that considered a debt that has some sort of recourse or is it actually like a normal investment where you have the risk of the deal itself?
Darin Davis (05:08.882)
Yeah, that's a really good question because it looks like debt, but it's not. OK, so how this works and that's why it's called equity is preferred. And I'll give you a couple of examples of some things that happen on the back end. One, we have to get an inter creditor agreement. And that's nothing more than the bank has to know we're coming in and the common equity has to know we're coming in so that we are a known entity coming into the deal.
Okay, we don't have a lien on the property because the lenders do not want to, the senior debt does not want to have any other liens associated with the property. So it is a it is equity and you didn't ask, but this always gets asked. Well, how does it treat taxes? Well, if you look at it is equity and we're not owning the we're not owning the asset.
So this immediate income that you're getting these things cashflow day one, generating cash day one you are treated as just normal income that is a difference so you get a you get a fixed rate return you get paid quarterly there's a time frame on it much shorter than common equity and most of the time and that's some of the things you give up for possibly some tax advantages and the upside that common equity could possibly give you in today's market not probable.
Joe Cornwell (06:35.934)
Okay. So what are the typical timeframes on something like this versus, you know, a regular syndication or fund?
Darin Davis (06:43.37)
Well, for our model, we've been funding developers for the last decade. And now that the development has just about stopped, I mean, we've had a 70% less applications for new apartment construction in central Texas where I live year over year. I mean, that's a, now granted we were pretty high in 2021, 22, but we're pretty low right now. But this, come back to the question again. I forgot. I was I got sidetracked. What was the question again?
Joe Cornwell (07:17.77)
So how long is a typical timeframe on a deal like this versus a regular fund?
Darin Davis (07:20.28)
So as a comparison, yeah, the timeframe. So common equity deals are typically four to seven years, okay? And, you know, cause you've got to build it, stabilize it, and then you're either going to hold it and do that refi and do a cash out and then probably sell it, or you're going to be a more like a merchant builder. You're going to build it, stabilize it, sell it. That's four to seven years. What we're coming in is construction has already started, possibly leasing has already started.
So we're really looking at that two to three, maybe four year period really see any of these going outside of you know three and a half four years. Most of them are going to be in that two and a half to three year range. And here's something that's to assure that we are co-terminus with the senior debt. So when it's time to take the senior debt out through either a sale, a refi, a recapitalization, whatever it is, we're out at that time. So it's contracted as
Joe Cornwell (08:17.513)
Gotcha. Okay. So I think I have an understanding of the fundamentals of the, you know, kind of an overview of it. So walk me through an example just so I can kind of put some real numbers to this. Let's say I was to invest in your and your fund or your company and I, and I wanted to be involved in one of these deals. And let's just say, I gave you a hundred thousand dollar investment. What would that look like? How am I going to see those returns? I know you said it was paid quarterly, but I, you know, kind of give me an actual life real life example.
Darin Davis (08:48.99)
Yeah, so I'll tell you one that we're kind of working on right now. This would be a fairly traditional, you know, in the fairway type deal. So the sponsor needs a set amount of money and we're making them escrow a certain amount of interest upfront. That's protection number one that we do. So that money comes in and that allows us to start making payments on that interest on a quarterly basis. So that's one thing that we do on that.
The, what you'll see happen is you'll hear a phrase. I don't want to get too technical on this, but it's pretty easy to understand. Current pay and deferred pay. You're gonna find that current pay will be money that you'll get paid quarterly. And then deferred pay will be the piece that accrues that gets paid at exit. So let's just make, let's say we have a 12% pay to the investors, 6% will get paid quarterly. The other six is accruing and paid out, so it's not a full 12% day one, you'll be getting six, some of it will be seven, but it's somewhere in that 50, it's split 50-50. So, and those will typically be paid quarterly and be paid all the way throughout exit whenever that exit event happens.
Joe Cornwell (10:10.202)
Okay. All right. So as an investor, if I'm looking at this, correct me anywhere I'm wrong here, but it sounds like this is a type of investment that's going to offer an elevated return over something more traditional like stock market or obviously doing like even debt or private lending, but it's going to be more risk adjusted because it's going to have preferential treatment over, as you mentioned, a common investor, an LP investor in a typical syndication. And so with that in mind, if a deal were to go sideways, let's say, which obviously as we know some of these have gone sideways over the last couple of years, you're going to have a layer of protection over the LP investors.
But the offset to that is with the mitigated risk is that you're not going to share in as much of the upside on potential equity, is that correct? But and you're also not going to have some of the tax benefits of like, let's say accelerated depreciation or something as a typical LP would. Is that all correct?
Darin Davis (11:19.602)
Yeah, you can. And I'll tell you where the where the sweet spot is here. And this may take me a couple of minutes to really kind of tell the story. So in today's market, if you were looking at a common equity investment and a preferred equity investment, they're different in the capital stack. OK, we've determined that. So the preferred equity is senior to the common equity. All right.
Today's underwriting, if it even pencils out, the IRR is around 10, 11, 12%, not great, because you've got all the issues we talked about earlier with leverage and debt and interest and all that. So you look at this and you go, okay, if I still want to be earning a good rate of return in a secure position, where would I go? Well, I will probably go to the preferred equity because of just a couple of basic, you know, investing 101 decisions.
One, I'm in a senior possession to common equity. Two, I'm going to make a assured return. And it's probably going to be 10% to 20% higher in today's market than common equity. Now, here's the difference that I want to point out, is this is not a one and done.
If we go in, and you talk about, you know, kind of risk and how do we, how do we look at these? But when we look at a deal, we underwrite it just like we would acquire it. All right. So we're underwriting it to say we would buy it. Right. Because here's what we're doing. Um, we're underwriting and lending or providing equity for assets that we would want to own in areas that we occupy and areas that we work.
So I'm not in Austin, Texas coming to your hometown of Cincinnati because I have any resources, any reason to be up there. We are in Austin, Dallas, Fort Worth, San Antonio, Houston, and Florida. We have a couple of good relationships in Florida. And so in the event something does go wrong, and this is a real simple analogy here, on a deal that we're working on right now, the actual cost per unit for that completed asset is about $250,000 a door, okay?
If the deal went sideways and we were to take it over because we have in our agreement, we have a cure period with the lender, they acknowledge that we're, we want to take it over and believe me, the lender doesn't want to take it back. They want to give it to us.
But at that cure period, should we take it over, we in theory could wipe out the common equity, not here to do that, but it could happen. And we would pick that asset up. Now the difference in cost, 250 with the whole capital stack of preferred equity, common equity and senior debt, 175 a door should the common equity get wiped out. I'll own that asset all day every day at that discount from 250 a door to 175 a door.
So we look at them and this is, one will happen, okay, for every 10 that we do, we'll end up owning one. And that's a good thing for us, you know. If we own four or five, could be a better thing. But I don't, you know, Texas is not a, you know, a quote distressed market, but it's gonna be a discounted market for the next couple of years. And so we're gonna find some really good assets. Now, I really wanna point out something between an investor that's just focused on the prefect equity model of my, I guess, more tenured investors kind of look at as well. If you think about this, I'm getting into an asset, real estate asset in a market. This has a lot of runway to grow still.
If we get in there and we can see the performance of that asset, we can see the how the property management reacts. We get all the numbers, all the reporting. I kind of like this is going I'm being paid to analyze your asset because when it comes time for you to sell that, I've got everything. And I'm going to come to you as the as the as the owner and say, hey, I'll make you this offer based off these numbers.
We can avoid you spending six, nine months trying to sell this, all the other cost and expenses associated with selling. And we may be able to pick up these assets, like I said, a discounter below replacement cost. So I get a bird's eye view. I mean, I'm right into the guts and the center of that deal. And I'll be able to tell you, I like it or I don't. So we've kind of got this little Trojan horse method that we'd like to come in. And if none of them happened, great, 12% you know for our investors, but if one or two of them happen, we probably hit a home run and I want to go back to something you said earlier But a lot of your guys weren't probably there in 2008 9 and 10 didn't experience that I Don't know that we'll see the hockey stick effect in like 2011 and 12 and you know to 18 or 19 that we saw back then. But this is I regret not buying more assets 10 years ago. Totally regret it. That's not going to happen to me this time.
So I can tell you right now 24 and 25 going to be a little choppy. You know, if you're if you're waiting for interest rates to drop and change the world don't count on it, you know, I mean, maybe it happens towards the end of the year and if it does it's going to be small. It's not going to sit, you know, change the needle one way or the other. But what is going to change the needle is when these loans start maturing and that starts the back half of this year on commercial real estate multifamily. And I just looked this up to get current numbers, but I mean the loans that are maturing, let's see, just in this year, 50 billion, 50 billion in just multifamily, okay? Another 40 billion next year.
You know, and so there's going to be some opportunity. So that's why we like what we're doing because we're actually helping developers. We're getting a bird's eye view of what the asset looks like. And then should that opportunity happen, we're going to be acquiring in back half of, you know, maybe this year, but primarily 25 and 26. And then, and then we're going to hit our hockey stick. And so is everybody else that plays, you know, that knows what they're doing in that space.
Joe Cornwell (17:46.45)
Yeah, I really like that the model of having that, you know, inroads, so to speak, into these deals who, you know, may or may not be performing as expected. But you then have that kind of first opportunity to try to pick these deals up if the initial sponsor decides to sell it. You know, that's a really interesting strategy that I have not heard anyone else doing.
Darin Davis (18:10.454)
Well, I hope that we can get as many prefectly deals. We already have five of them lined up for the first half of this year. First one just launched, we got a second one coming out next month. Again, all in markets that we wanna play ball in. We're not going out to Michigan or New York or Pennsylvania. We're sticking right in our backyard of Texas and Florida.
Joe Cornwell (18:35.686)
Yeah, and that was my next question. What do you like about those markets and why are you predominantly investing in this too?
Darin Davis (18:44.254)
Well, if you look at migration, especially domestic migration, Texas won 4 to 2. In 2023, those two states accounted out of the top 10.
Those two states accounted for 63% of the domestic migration. I mean, it's huge, okay? And it's not slowing down. And it's not rocket science, it's taxes, it's quality of life, it's weather, it's jobs. It's just all, and there's 10 reasons why people want to come to Texas and Florida, but maybe only three of them are specific to them. But we just, and gosh, we have, I think we just crossed 50. I think it's 53 Fortune 500s. You know in Texas now, you know that's you know that's big. It's over 10% just right here and then we had another. I want to say 40 something large corporate headquarters relocate here last year to Texas.
Now granted Texas is big, you know Dallas Fort Worth is a state in its own and so is Houston and Austin almost is now and I think San Antonio is number 10 in population four really large metros. But, you know, they all, we have a, just a, I mean, we have an economical juggernaut. And, you know, that's why I say I'm really lucky to be here. And I think that those two states will provide, improve to be the best opportunities with that domestic migration I was talking about. Because our population growth isn't really growing that much, it's the migration.
Joe Cornwell (20:25.51)
Now, with the data you have on the domestic migration, does that account for any illegal immigration?
Darin Davis (20:34.143)
You know, that's a good question. That does not account for the 10 million people that have come through Texas in the last, you know, three years. No.
Joe Cornwell (20:42.218)
Yeah. And that was kind of the point is like, I work in the construction business, so I'm fairly familiar with a lot of the illegal immigration that happens and how it happens and things like that. But with that being said, a lot of that starts in Texas, Florida, and obviously the Southern States. And not to get political, but it's like, if you're a real estate investor, certainly in those markets, having that extreme migration is probably a net benefit for housing demand, so to speak. And I was just curious what your thoughts were on that specifically affecting migration in those two states.
Darin Davis (21:23.787)
I will tell you this, and not to get political at all, but we need migration, okay? We absolutely need it. And you and I cross over in the kind of real estate construction space because we help developers build. We need more migration, okay? Now we need it legally, however that ends up being, but I think we're very, I know I am personally very welcoming of migration into the US, and especially Texas. You know, it drives housing, jobs. I mean, it is part of our economy. It's not
going anywhere. So, you know, however we end up solving that question or answer or problem, whatever it may be, I am I am pro migration.
Joe Cornwell (22:08.23)
Yeah, and I can say from the construction side of it that at least here in my market, Southwest Ohio, our trade businesses, the construction business in general, absolutely would not function without the illegal immigration that's occurred the last 10, 20 years. Because as we all know, the way the trades are trending here in the US for US born citizens is completely away from the trades.
And I don't think our country would be able to function the next 10, 20 years without that illegal immigration. And, you know, obviously in a perfect world, I'd love for it to be legal and then to fix it somehow. But yeah, I agree with you completely on that.
Darin Davis (22:51.228)
You're spot on. We're in sync on that one.
Joe Cornwell (22:54.622)
Very good. Well, I know you mentioned previously that you had attended the best ever conference. I believe it was last year. Is that correct? Awesome. And this coming April, we have our next 2024 best ever conference coming up. Are you going to be there for that one?
Darin Davis (23:09.866)
Yeah, I think I took the early bird special. I think I signed up maybe two or three months ago. I was really, it was my first one last year and I think that was maybe not, that wasn't Jell's first one, but I was really impressed with the content. I think it's really good for people that are in, just kind of getting into the space. There's so much learning opportunities. It's very entertaining, exciting.
There's a bunch of young, hungry people that are wanting to learn and which I enjoy. I really enjoyed seeing all the, you know, the minds of mush like growing, you know, as they're listening to the speaker. So I would encourage anybody if they have an opportunity to go. It's a great event and it was well attended last year and I think it'll be even better attended this year.
Joe Cornwell (23:57.99)
Yeah, so this is my first year going and obviously as a new host on the show, you know, I get to attend and I'm very grateful for that. The one thing I'll say just in general about any conferences, but particularly best ever is that the learning opportunities are great. And that's obviously a huge draw for many people, but for me and my experience, the networking has been, you know, the greatest opportunity I have met, you know, people through these networking events that have become lifelong friends, business partners, um, investors, you know, you name it, there's an opportunity there with the networking.
So, you know, I hope I will see all of our listeners there at the Best Ever Conference this year. And I think the last conversation I had with our Best Ever Conference, the people that put it together, they're still doing a 15% discount. You can use the code connect on the Best Ever Conference website. And if you have not bought your ticket yet, be sure to sign up.
Joe Cornwell (25:26.366)
Well, are you ready to transition to the best ever lightning round?
Darin Davis (25:42.794)
Yep, let's go.
Joe Cornwell (25:44.118)
All right, give me your best ever book recommendation.
Darin Davis (25:47.99)
Well, I'm going to turn that question slightly so I can give you the answer that I want to give you, OK?
Joe Cornwell (25:51.975)
Okay?
Darin Davis (25:53.59)
I don't know if you're a big Tony Robbins fan, but he's an interesting guy. And he'll make crowds listen. I read a book of his, I wanna say six, seven years ago, called the Holy Grail of Investing. And I thought, you know what? This guy kinda knows what he's doing. I mean, I'm sure he had some friends and ghost writers and some consultants helping, but I mean, I thought he did a really good job, especially for people that are kinda new in the private equity world, real estate and insurance and, you know, things that are alternative.
He's got a new book coming out called the, no, the new book is Holy Grail of Investing. Sorry, the one that from six, seven years ago was Master of the Game. So that's the one that I was talking about. So the one that's coming out now, and I'm giving him a pitch here, but no big deal, but we are on a colleague of mine is friends with him and we're on a Zoom call next week with him. And we get to ask him anything. And I'm really interested to ask him more direct questions unfiltered. So I'm gonna get that book.
I'm gonna get the audiobook and listen to it. But the one thing I like that I heard him talk about prior to the launch, he talked about the opportunities that are available today that were not even possible for people like you and me 20 years ago, and where private equity is going. And he spends a lot of time on real estate, but you look at the numbers and the opportunities and where the really big wealth is being built, it's a private equity, and it's at all different levels, you know, so we actually have entry level private equity all the way up to stuff you and I'll never probably touch. But I'm real excited to see about that.
And I think after that zoom call, you know, I'm going to do the book before the zoom call so I can ask the right questions on there. But I'm going to report back to you. Okay. I'll put it on my, I'll put it on my website review. Okay, with the Q&A. We'll put that on the website with a Q&A. But I'm looking forward to that.
Joe Cornwell (28:00.626)
Yeah, that's very interesting. Okay, give me a best ever way you'd like to give back.
Darin Davis (28:08.01)
You know, I'm gonna, the give back is really straightforward for me and it's always been in me, but I'm now executing on it. There was a, I'll give a little quick story, but I grew up in a family that we never could afford anything. You know, I'd ask my mom and dad and my grandparents, we can't afford that, we can't afford that, we can't afford that. Drove me nuts, okay. I was like, how do we afford that? You know, and uh, and I think this whole thing about education is paramount.
Now, what I really wanted to do and I started doing it, but now I'm actually doing it, I have established a nonprofit and in that nonprofit is going to be education for young adults, financial literacy, financial education, the stuff they're not being taught in high school and college that allows them to understand what people are talking about when it comes to the language of finance. I mean, just understanding the definitions, if you could start there, you'll see something from us.
It's called the Never Quit Initiative, but you'll see something from us. We launched it last year. We're working on the content, but it's gonna be education for children, financial education. And I'll tell you why I'm so passionate about it. Medical expenses are the number one reason for bankruptcy. And if you get hit, in your family was something you weren't expecting and you get wiped out because you didn't have a plan B or another source of income or passive income or cash flow whatever it may be it can be devastating and it's happening to people every day so if you and if you never use it for medical expenses guess what you're way ahead of the game but just keeping people out of that financial stress and out of potential bankruptcy when it comes to the medical part of it
It's something I'm really in tune with.
Joe Cornwell (30:09.466)
Yeah, I can relate to that. I like to speak to some of the local high schools here about financial literacy. They're finally starting to offer some of that, that education that didn't exist when I was in school. And that's a passion of mine as well as talking to young, you know, young adults or older teenagers and helping them on their initial kind of financial literacy journey.
Darin Davis (30:31.97)
We'll be putting a course together that walks them through. So it looks like it's gonna be 12 chapters and just, and really, we're gonna start with fundamentals because you've gotta learn just the basics before you can even take that next step. But it's something I'm just, if I can reach 100,000 kids in the next 10 years, I'd be a happy man.
Joe Cornwell (30:53.474)
And give me a mistake you made in one of your investments and the lesson you learned from it.
Darin Davis (30:59.061)
Oh boy, I got a pile full of those. But first of all, I'll tell you, I'm glad I made every mistake that I made because it put a little scar on me every single time. You know, the one that I think that I would tell people to really focus in on is the sponsor, the sponsor's track record, and understanding who you're doing business with super important. Okay, when you're starting out and I mean every pro forma is a home run. Every deal is going to triple your money. You know, blah, blah. That's not the real world.
So I think the mistake I made early on was not vetting my sponsor strong enough, and not understanding the numbers as well. Coming back to financial literacy, because boy, these pro formas were beautiful and I was gonna retire at the age of 45. It was just, it was gonna happen, period. It was a home run. So that would be the one thing that I would say. I didn't do a good enough job in my first five, six, seven years really vetting sponsors well enough.
Joe Cornwell (32:12.434)
Yeah, I completely understand that one as well. So, tell us a little bit more about where the audience can learn about your business, connect with you.
Darin Davis (32:25.134)
Okay, we are clubcapital.co, okay? And that is our website. Where I'd like people to go if they're interested in learning about the preferred equity, we put together kind of a preferred equity 101, gives you kind of some of the terms and the definitions, gives you a sample of how a actual, actually it's a real world deal, but it's really a great sample of what you could expect from all of them, change the prefect we model that much I mean yeah I'll have a 10% variable one way or the other but if you go to club capital co forward slash best ever and there's going to be the ability to get our newsletter the preferred equity 101 an actual you know deal I call it a tombstone you know it's two pages front back and comes as here's the here's the facts but it'll tell you it'll show you know what the returns look like the terms look, but that's going to be the quickest, fastest, easiest way to get us is clubcapital.co forward slash best ever.
Joe Cornwell (33:31.966)
Well, I like the tombstone analogy there. That's a funny take on it. But we'll be sure to link to that in the show notes as well. Darren, thank you so much for joining us again. I learned a lot about the preferred equity. This was something I was completely unfamiliar with, so I appreciate you sharing it with us and joining us here today.
Darin Davis (33:51.266)
Great, thanks Joe, appreciate it.
Joe Cornwell (33:56.533)
Best ever listeners, thank you so much for tuning in. If you enjoyed this episode, be sure to leave us a five star review, share this episode with a friend, and make sure to subscribe to our podcast so you don't miss anything. Thank you and have a best ever day.
