June 29, 2022

JF2857: Relentlessness in CRE Development ft. Michael Holman

Michael Holman is VP of Development and Finance at Overland Group, Inc., a vertically integrated real estate company that develops, constructs, and manages multifamily and mixed-use properties. In his role, he oversees the company’s development while also focusing on acquisitions. As a former CPA for Ernst & Young, he considers himself to be fluent in all things finance.

In this episode, Michael discusses Overland’s most recent deal, why they are zeroing in on Arizona and Utah, the hardest lesson he’s learned so far, and what he believes to be the key to his success.


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Michael Holman | Real Estate Background

  • VP of Development and Finance at Overland Group, Inc., a privately held, vertically integrated real estate company that develops, constructs, and manages properties across asset classes and multiple states.
  • Portfolio: GP of six active projects and three more that are currently in the development pipeline, the majority of which are ground-up developments. 
  • Based in: Lehi, UT
  • Say hi to him at:

Best Ever Book: What It Takes by Stephen A. Schwarzman


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Slocomb Reed: Best Ever listeners, welcome to the Best Real Estate Investing Advice Ever Show. I'm Slocomb Reed, and I'm here with Michael Holman. Michael's joining us from Lehi, Utah. He's the VP of development and finance at Overland Group Inc., a privately held, vertically integrated real estate company that develops, constructs, and manages properties across asset classes and in multiple states. They are currently GP-ing six active projects with three more in the development pipeline. The majority of those are ground-up developments. Current projects include multifamily, hotels, a medical office, a self-storage facility, and a single-tenant autopart store in Arizona and in Utah. Michael, can you start us off with a little more about your background and what you're currently focused on?

Michael Holman: Absolutely, Slocomb. Thank you for the introduction. So yeah, you hit it right on the head. We're vertically integrated. We do development construction, and management. Mostly multifamily, mixed-use, a lot of those other components to that that you mentioned as part of our mixed-use, so we will take a lot of sites, put multifamily and something else, like medical office or hotel, on it.

Really, the thing about us, we've had some explosive growth over the last four or five years. So we've been in business for 40 years, but we've about 25x the amount of development that we're currently doing. And it's just been a wild ride. Lots of lessons, lots of things learned. We've gone from one person running all the development to having a team of four in a matter of about seven or eight months, and it's just been an awesome, awesome experience thus far.

Slocomb Reed: Nice. A couple of things from that, Michael. First, your title is VP of development and finance. So what does that actually mean? Day to day, what are your responsibilities?

Michael Holman: I oversee all of the development that we do, and I also focus a lot on acquisitions and turning more and more in that direction. But specifically, from the time we go under contract until we are shovels in the ground, I oversee that entire process very specifically, with a big emphasis on making sure that we have all of the money that we need to do the development, both the equity and the debt side. So I am in charge of all of all of that.

Development has been a newer experience for me over the last five years I've really gravitated towards it, and I love it. Finance came very naturally. My background is I was a CPA in a former life. Worked for Ernst & Young, one of the big four accounting firms. So finance, just in this company, has always been in my role, in my genetics, because I can talk so easily with retail investors, as well as institutional investors. It's just, I speak the language.

Slocomb Reed: Those are fairly separate and distinct responsibilities though, development and finance. It just happens to be that you're talented at both, and that's why you're in those two arenas?

Michael Holman: Yeah, absolutely. We're not huge, we have a small company, and you wear those multiple hats. But being able to merge it -- because the two work together so much. One of the hardest things in real estate development is to secure the financing for that development. If you're talking three or four of the major processes of the real estate development process, financing is such a major portion.

Maybe there's people out there that are just blessed, and I know there's a few, that it's like, "Hey, I got some rich uncle that has $500 billion and he just gives me everything that I ever need to do development." Well, that's not us. We've had to partner, we've had to grow and be really scrappy to get where we're at, so that's been a huge, huge part of our business, and really what's helped fuel the growth for us.

Slocomb Reed: With your vertical integration and, including management, you guys are building to hold, not building to sell?

Michael Holman: It is a little bit of a mix. So we have some that we plan on selling. Our average hold period, a lot of times it's between four and 10 years right now. And to be honest, a lot of that's dictated by the equity capital that we get. Like I said, we bring in equity partners. We partner a lot on some of our deals. So our average hold period is 4 to 10 years, roughly. That being said, we are transitioning more to some holds.

I tell everybody where we're at in our growth stage as a company. Strategy-wise, it's going to be 75% of the deals that we do right now are going to get sold. That does a lot of things for us, and in 5-10 years, that's going to probably flip flop, and 75% of the deals that we do will be hold.

Slocomb Reed: Gotcha. Now when you guys hold, are you keeping your equity partners in the deal or are you refinancing them out?

Michael Holman: We oftentimes do the infinite return model. So that's what we're gravitating more and more towards. So we'll get all the investors in... We do a lot with the retail investors. We've done institutional. Some of the biggest institutional companies in the world we've partnered with, but right now we do a lot of the retail investors. So we bring them in, we'll build the project... The beautiful thing about development is the value creation. The fact that you can take something and build it for significantly less than the market value - that allows us to refinance as quickly as we can, get everyone's money back... They stay in the deal, but now they have all their capital back, and they're just getting a paycheck every single month from the project. They now can go do something else with that capital.

Slocomb Reed: Nice. Are you involved in capital raising and investor relations directly?

Michael Holman: I am. I am very heavily involved in the capital raising and investor relations.

Slocomb Reed: Gotcha. Michael, one of the most helpful comparisons that we can make for our Best Ever listeners who are one of, if not the most sophisticated commercial real estate investing audiences in the podcast world, our audience is most familiar with value-add multifamily syndication. So when it comes to what returns look like for equity investors, that tends to be the best point of comparison.

So a couple of things here... I want to make a comparison between what your deals look like and your value-add multifamily syndication. The infinite hold period, those kinds of things - those kinds of deals, if all you're doing is value-add, apartments are really hard to find right now. Let's set those aside for the moment.

Your average hold period is 4 to 10. My first thought is multifamily value-add syndicators are underwriting to a three to seven-year hold. I imagine a big part of the reason why your average hold period is longer is because you have to build the thing before you can rent it.

Michael Holman: Exactly.

Slocomb Reed: That also has an impact on returns, and it has an impact especially if you're calculating based on IRR, because it takes you longer to return capital to investors in the form of cash flow, or anything else. So as familiar as you are with value-add multifamily apartment syndication, let's talk about your returns. Are you doing a preferred return on cash flow with a split after? Is there a preferred IRR? How do you structure those deals with your equity partners?

Michael Holman: Absolutely. And that is a great question, and one of the most frequent ones that we get, because actually a lot of our--

Slocomb Reed: Apologies. Interruption for logistical reasons. Best Ever listeners, there are no offers being made. This is for informational purposes only. And especially for my information, this is one of the aspects of commercial real estate investing that I, Slocomb, need to learn the most about right now. So Michael, please talk to me and we'll just bring the audience along with us. Go ahead, Michael. Sorry for interrupting.

Michael Holman: No, you're totally fine. So this is one of the most common questions that we get. We partner with a lot of co-GPs and equity partners and things like that, that are really familiar with the multifamily value-add space. So the way that we structure the actual deals as Overland is very similar to a lot of things that you'll see in a multifamily value-add. So our generic deals start to finish on like a waterfall. We're looking at like a 6%-8% preferred return. For us, that varies when it starts. We have some that [unintelligible 00:09:44.09] We've been gravitating more and more towards starting that preferred return upon funding, because we do have that construction period. The nice thing is that there's usually enough juice in the development deals that we do that it can start a [unintelligible 00:09:59.03] and everybody is really, really happy.

So preferred return, usually 6%-8%; sometimes we'll go to 9%, but a lot of times it's in that range, with a split afterwards. So it's usually a split afterwards. And then there's a promote, if we can basically beat what it is that we're projecting. So you'll oftentimes you're looking at a 70-30 split is really probably the most common one. And then anything above a certain metric, most commonly for us that's an IRR metric, gets split 50-50. And that's like we knocked it out of the park, we beat everything... Everybody's just getting more money than they ever expected, and that's when that 20% promote comes in.

And I'm glad you asked me that question, Slocomb, because one of the first things when I came into real estate development that I couldn't quite get and understand was those waterfalls. There's hardly anything out there, unless you know exactly what it is that you're looking for on the deal structure. So I really appreciate it. I hope everybody takes that and listens to it, and gives you enough information to go do more research.

Slocomb Reed: Michael, those are terms that should sound very familiar to our Best Ever listeners. Possibly with a preferred IRR, the 50-50 split after that may be a little more GP favorable than most deals. However, your deals are a lot more complex. You have a lot more moving parts to put together, considering that these are ground-up construction.

Michael, correct any of my false assumptions here... The general rule of thumb, the more sophisticated, the more complex, the more involved, the more variables in a deal, a bigger piece of the pie should be expected for the operating partners, the active general partners. It sounds like you have a much more complex investment vehicle and that you have to be a fully vertically integrated ground-up construction to long-term management company, or a few companies, and the returns that you're offering equity partners sound very similar to what value-add apartment investors are doing. Why is that?

Michael Holman: A couple of reasons. One, it is pretty standard across multiple aspects. You have the equity capital that's really dictating a lot of that. And there's some nuances. When you're with retail investors, there are certain things that they want, that institutional investors don't want, and vice versa. So a lot of it's driven by what it is that those investors that equity partner wants and what they want to see. And you are exactly right, development is significantly more involved. We've spent anywhere between one and four years working on a deal to get it to the point that we're ready to even bring in investors. So we've done a lot of work upfront, and then even once we get the money in, it's not like we just go purchase the building.

I like to compare it. Imagine if you went and bought a $50 million apartment project and your CapEx was $50 million. That's essentially what you're looking at here. We have to build the entire thing and manage that process to make sure we're coming in on time, on budget. We're dealing with all the construction inflation and the material increases. We're dealing with the interest rates on our construction loan. We have to refinance into another loan. We have another loan component that most value-add doesn't necessarily have to deal with. We have multiple loan requirements and multiple loans that go into this thing often.

So the structure and the complexity of the deal is a lot greater than when you're in a value-add. There's a lot higher barriers to entry into the development space than there is to the value-add. There's 5 or 10 reasons for that. But that's one of the reasons we love the space. It does have high barriers to entry, which makes it so that it's really fun and exciting, a little less competitive for us.

Slocomb Reed: That brings up a whole host of more questions. Michael, I don't necessarily want to ask you about the future, but I do want to ask you about the future, if I'm being honest. A couple of other things here. First, you were telling me before the recording, Michael, that your company used to be doing these kinds of deals all over the Midwest. At present, the nine deals you're working on right now are all in Arizona and Utah. Is that because you guys have zeroed in on those markets as the markets to be in right now for your business model? Or is it just that that's where the iron is hot, so you're striking?

Michael Holman: Two-fold. So a lot of the deals that we did in the Midwest, we were partnered with Family Dollar. So we had a period through the recession when everybody was struggling, and we've been through three recessions. So when a recession hits, we have been through that process more than once. And so what we did is we pivoted once we hit that recession and we went in partnered with Family Dollar to build Family Dollar stores across the Midwest. We basically said, "Hey, you tell us where you need them. We'll go out and develop them for you and then lease them to you." So that was the relationship that brought us across the Midwest, Colorado, Wyoming, Montana, all those different states.

The reason for Utah and Arizona - it really comes down to what the data is telling us and where those two markets are headed. The two markets are fairly correlated in what they do, but it's really exciting because you're getting massive amounts of population growth, you're getting massive amounts of employment growth, you're getting much more employment diversification. In Arizona, for example, people often tell me, "Arizona was one of the hardest hit states during the great recession." And I say, "Yes. Absolutely, it was. No questions." But the beautiful thing that Arizona has done since then is their employment is much more diverse than it was; and because of that, they're much more well equipped to deal with things like recessions.

When you have a good mix of employment base, it's like the difference between Vegas and Phoenix, for example. When you have a market that's really heavily reliant on a few industries, you become a lot more receptive to things that might affect one particular industry, but not others. So Utah and Arizona, it checked all the metrics for us, which are all those things that I mentioned. We're looking at population growth, employment growth. Employment drives a lot of things for us.

Slocomb Reed: That makes a lot of sense. And also it makes sense that the recession hits, we don't know what's happening next, but Dollar General wants to grow like gangbusters and has a corporate imperative to lease, for whatever reason that is. Yeah, so it makes a lot of sense to connect with a company like that going into the recession.

Break: [00:16:39] - [00:18:25]

Slocomb Reed: Michael, talk us through one of your recent deals that's gone full cycle. So talk us through what it is that you identified in the opportunity, and then how it went ideally. If there are things that went wrong, what were they and how did you correct for them? Let's talk through the actual numbers of a deal that's gone full cycle.

Michael Holman: Love to. Love to. So the deal I'll walk you through is our most recent one that stabilized. It's called Coyote Creek Apartments. It's down in Southern Utah. So St. George, Utah, which is interesting because it's a market that a lot of people have never even heard of, they don't know anything about. But the reason we started looking down there really was because of the metrics that existed there.

So we are Class A developers. Most of our stuff, we're very close to major arterials and major traffic. So this particular project, about a quarter of a mile off the main freeway that's down there, and when you look at the Southern Utah mark here, that St. George, Washington, there's a few other little cities in there, the growth was just insane. Absolutely, utterly insane. We're talking when we did our capital raise, we're talking 6X-8X the national average. It was just going gangbusters comparatively to everything around it. So it was one of those markets that we really focus in on.

So when we found our property, that property was actually already zoned. We had to get what's called a conditional use permit. That process takes about six to nine months depending on the state that you live in and the jurisdiction that you're working with. So during that whole process, we have to go under contract for the property and we are working as fast as we can, getting feasibility studies. We're not given anything, so we have to get you all the engineering, all the architecture, we're overseeing all of that. We have to go from a broad piece of land with nothing on it, and figure out what are we going to put on there? What is it going to look like, and how do we build the whole thing?

So we go through that whole process, then we have to go to the city and say, "Hey, here's what we want to do. Are you okay with this?" You don't really deal with cities in value-add because you already have a building, it's already built. It's there. I am dealing with cities, municipalities. I am constantly meeting with planning commissions, city councils because what they think and what they have to say is very, very crucial to the success of our project. So I spent a lot of time through that.

So there's a lot of work in that entitlement process. And that entitlement process is everything that you need to do in order to actually build the thing that you conceptualized. And that process, like I said, on average, nowadays with how things are busy in Utah and Arizona, I would have told you six to 12 months on average, probably a year and a half ago, two years ago. Now, I'm going to tell you, it's nine to 14 months on average, just because cities are taking longer.

Slocomb Reed: How long did it take with this deal that we're discussing? But also at what point were you presenting this to equity investors? I assume it was after you had your entitlement set up?

Michael Holman: This particular deal, it took us about eight months to get all of those entitlements set up. And we do different things on different deals, actually. So this one was already zoned, which is the good news. But we have different buckets, I'll say, of equity investors. We have some that are like, "I want zero entitlement risk. I'm not interested. Put me at the very end of a deal. I want to fund two months before you got a shovel on the ground."

That's really common. We see that a lot with our partners, we're totally good with that. But that's one of the high barriers to entry and development. Because if you think about that, if you're not getting the equity capital till two months before, I can tell you no landowner on planet earth over the last four years is saying, "Yeah, you can go under contract and you don't have to close until you've secured all your equity capital."

So we have to close on the land, we have to carry the land, we have to carry all the architectural engineering drawings, we're talking hundreds of thousands to a few million dollars that we have to put in as the sponsor before we ever even have an opportunity to raise the equity capital. So there is a group like that. One of the things that we've been doing is we've been growing, expanding. We've been bringing some equity capital in earlier and earlier, and that has actually worked out really well for us.

So we've started doing Class A1 and Class A2 investments. And what we basically say is Class A1, people who were like, "I want to get in your deal, I love it." We'll let them come in and we'll give them some sort of preferential treatment, whether that's the preferred return is accruing from the day that you fund. So if you're in that deal for six months or 12 months before the rest of everybody else, you have that preferred return that's accruing. We've given equity bonus incentives, 5%-10%. Put in $100,000 and it gets counted as if it was $110,000.

And I will tell you that that Class A1 money usually gets eaten up so fast, we oftentimes have have investors that are quite angry with us that they didn't get in. I'm like, "I'm sorry." It's funny, it's almost been the harder money for us to raise is this, "Hey, everything's done" and it's right before they're like, "Yeah, but I don't get as many benefits as if I would have come in earlier." So that is most common for us.

So the deal that we're talking about, we brought him in all at the very end. We've done two or three deals where we've broken up into two classes and we've let people come in earlier, and we'll provide an incentive for that. That being said, there's entitlement risk, but any developer worth his salt will have a very, very good idea on if this is going to go through within the first three to six months. You can tell when you have a novice developer, because they haven't talked to anybody. They don't know. They're just trying to show up at planning and zoning or city council and hoping their project goes through, and those are times when it usually ends up bad.

So going to full cycle on that deal. We raised the equity capital, we closed on the construction loan. It took us 16 months to build that particular project. It was 116 units. Our build time's usually anywhere between 12 and 30 months depending on the size of the deal. Once it was built, we started renting it up. It leased up, this is why we look at the data and those growth metrics, leased up insanely fast. Within six months, we raised rates 8X during our lease up period. That's how fast we were raising rates.

So we just couldn't keep up with the demand that was in the area. Fully stabilized, that whole project cost about $25 million to build. Three years later, we decided not to sell it, but we did put it on the market and we were just shy of $40 million per purchase price. And that actually would have been $45 million but we had just missed interest rates. So we were trying to get it in there before those interest rates went up so these buyers couldn't quite get to that $45 million+ range.

So we're just shy of $40 million which, as it relates to the investors, that's about a 3X equity multiple in three years. And I'm not going to say every single deals like this and we don't project this, but on this particular deal, it was a 3X in three years and we were looking at about a 40%-50% IRR on the deal.

Slocomb Reed: Wow. Based on my limited understanding of the numbers, the reason that IRR is so impressive is frankly because of how quickly you were able to build. The longer an investor's money sits without seeing any sort of return, cashflow or otherwise, the more that IRR goes down, so the fact that you were able to get that through in three years. Real quick, we do need to head to the last segment of our show, Michael, but you said you decided not to sell. So what's the target here?

Michael Holman: We originally targeted at a 10-year hold period for this deal. We were going to get everyone's capital back prior to year five and then hold it for another five years. To be honest, between the last five and 12 months, there's just been stupid money is what I'll call it. My good friend and partner on that deal...

Slocomb Reed: With regards to the cash flow.

Michael Holman: Yeah.

Slocomb Reed: Not necessarily with regards to what buyers are offering you for the property because of the increased interest rates.

Michael Holman: Yeah. What I'm saying is just before, we couldn't sneak it on there, but prior to that, and you can say $40 million could be considered stupid money. And what I mean by that is institutional buyers, which is usually who's purchasing our assets, they were willing to take insanely low cap rates. We were looking at, based on conversations with our broker, a 3.5%, 4% cap rate in a tertiary market. That went up to about a 4.25% cap rate as soon as interest rates started ticking up, just because institutional buyers weren't willing to take less than a 3% cash return on the deal.

But that's really why we were looking at we could potentially just get all 10 years worth of money that we projected, we can get that in two and a half, three years. Why not? And like I said, there's some various reasons why we decided to hold it. One of those being the purchase price just wasn't quite as lucrative as we wanted it, but we roll with it.

Slocomb Reed: Your original hold period was 10 years, with returning all capital in five and this is still your three. Michael, I'd love to dive into more details about this, but it is time for our Best Ever lightning round. Are you ready?

Michael Holman: Absolutely.

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

Michael Holman: The one that I'll say, one of my more recent ones is What It Takes by Steve Schwarzman. He's the founder of Blackstone and I love biographies because I find that there's little snippets of information in those and things that I can relate in my own life, trying to build a real estate business, that I can apply. So it's really fascinating for me to see his life cycle, what he did, the risks that he took, why he took them and where and when he took them are very, very exciting for me.

Slocomb Reed: Nice. What is your Best Ever way to give back?

Michael Holman: I have a two-year-old and a four-year-old right now, and the thing that I love to do is a lot of the neighborhood and community stuff. I love coaching my four-year-old’s soccer team. It is one of my favorite things in the entire world. It's a little bit like herding cats when they're four years old. But I do a lot of things like that, coaching soccer and other things.

Slocomb Reed: That's maybe too generous. Four-year-olds.

Michael Holman: Yes.

Slocomb Reed: My daughter is three. Maybe it'll be a lot easier in a year, but cats is generous. Thus far in the development deals that you've been involved with your company, what is the biggest mistake you guys have made and the Best Ever lesson that resulted from it?

Michael Holman: The biggest mistake that I have made in development is believing that more was out of my control than it really was, not taking some extreme ownership. And this happens a lot in development. This is where people get killed. Because as a developer, you don't control a lot of the processes. I'm not the architect that's creating the drawings. I'm not the engineer. I'm not the city and I can't force them to do things. So a lot of the attitude that comes is it's out of my control. I submitted the thing, there's nothing I can do. They took six months longer than they said they could and that's where I'm at. Well, that is the biggest mistake that you can make as a developer.

And the biggest lesson that I learned from that is there is way more in your control than you give yourself credit for. I just had a deal where I had the city take four months longer than they said they were going to took. We came in and reevaluated. And you know what? We weren't doing anything. We weren't following up. We weren't communicating. We weren't trying to figure out the problems. Having the right attitude, I call it relentlessness. Some people might call it annoying. I call it being relentless.

There is nothing that can stop you from being in control of the situation because as soon as you start feeling like there's things outside of your control, that's when it all falls apart. So you have to make sure that you understand and take responsibility, accountability for all of those third parties. That is why you are getting paid. That is your job and the value that you bring to this process.

Slocomb Reed: On that note, Michael, what's your Best Ever advice?

Michael Holman: What I'll say is discomfort is the key to success. If you are ever feeling comfortable in the position that you're in, you're not growing. You're not pushing yourself, you're not getting yourself to the next level. I have done some very uncomfortable things in my career, and those things are by far the things that have propelled me the most. I wasn't born and bred to understand the development process. I wasn't born understanding how to intelligently speak to an institutional buyer who controls billions worth of dollars. But being put in some uncomfortable situations, being graded by institutional buyers who control billions of dollars, those are learning experiences that made me so much better for the next time that I had to talk to them. So what I'm going to say, discomfort is definitely the key, in my opinion, to success.

Slocomb Reed: Where can people get in touch with you, Michael?

Michael Holman: There are so many ways. You can go to our website, we got a lot of them. There's overlandgroupinc.com, which is probably the best one, or overlandcapitalcorp.com. Both of those are great ways to reach me, you can schedule calls with me, you can do all sorts of things. The other way that you can reach me is through my email. If you are interested in talking with me... I love the development process. If you are interested in development, I can talk about this all day long. So it's mholman@overlandcorp.com

Slocomb Reed: The link to Michael's email as well as the websites are in the show notes. Michael, thank you. Best Ever listeners, thank you as well. If you've gained value from this conversation with Michael Holman, please do subscribe to our show. Leave us a five-star review and share this with a friend who you know we can add value to through this episode. Thank you and have a Best Ever day.

Michael Holman: Thanks, Slocomb.

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