OpenShut
Syndication, in development

The offering binder where the returns reconcile.

We are building the syndication product so a sponsor enters the property, the financing, and the waterfall once and receives the offering documents alongside a year-by-year pro forma whose IRR, equity multiples, and distributions are computed in code from those same terms. The product is in active development. Review the scope below and we will bring you in when it opens.

See Pricing

In development. The scope below is what the product will deliver.

Nine deal types in active build

The product covers the documents a real estate transaction moves through, from refinancing and acquisition to leasing, joint ventures, and mezzanine financing. Each deal type is in development. None generates yet. Request early access and we will bring you in as they open.

Real Estate Refinancing

Coming soon

Loan documents for refinancing an existing property, drawn from the new terms you enter.

Purchase and Sale Agreement

Coming soon

The contract governing the acquisition or disposition of a commercial property.

Commercial Lease

Coming soon

Landlord and tenant terms for office, retail, industrial, and mixed-use space.

Estoppel Certificate

Coming soon

Tenant confirmation of lease terms, rent status, and outstanding obligations for a lender or buyer.

SNDA

Coming soon

Subordination, non-disturbance, and attornment between lender, landlord, and tenant.

Property Management

Coming soon

Management authority, fee structure, reporting, and termination for the operating manager.

Brokerage Engagement

Coming soon

Listing or buyer-representation terms, commission, and exclusivity for the broker.

Real Estate Joint Venture

Coming soon

Capital, control, distributions, and exit between co-venturers on a single asset.

Mezzanine Financing

Coming soon

Mezzanine loan terms, pledge of the equity interest, and intercreditor position behind the senior debt.

Pro Forma Financial Projections

The figures will be calculated from the deal terms you enter, by the same methods your underwriting model uses, so every line stands up to diligence.

Year-by-year projections

  • Gross potential rent with vacancy
  • Operating expenses by category
  • NOI and debt service coverage
  • Depreciation (27.5yr or 39yr)
  • Free cash flow per year

Return metrics

  • IRR calculated to 6 decimal places
  • Equity multiple / MOIC
  • Cash-on-cash return by year
  • DPI, RVPI, and TVPI
  • Sensitivity on exit cap + occupancy

Exit analysis

  • Exit cap rate vs. going-in
  • Sale proceeds and costs
  • Waterfall at exit
  • LP and GP distributions
  • Total return over hold period

Waterfall distributions that reconcile to the cent

You define the tiers. The model carries the cumulative return at every level across the full hold period, so what the operating agreement promises and what the pro forma pays agree.

1

Return of capital

Limited partners recover their invested capital before any profit is distributed.

2

Preferred return

Limited partners receive their preferred hurdle, commonly 6 to 8 percent annually, accrued cumulatively across the hold period.

3

GP catch-up

Distributions flow entirely to the general partner until its promote share of profit distributed to date is satisfied.

4

Promote tiers

Remaining profit splits along the tiers you define, such as 70/30, then 60/40, then 50/50 as higher return thresholds are cleared.

Four investor documents

With the pro forma above, five deliverables in all, each drawn from one set of deal inputs so the offering tells a single story.

Private Placement Memorandum

Nineteen sections setting out the property, the deal structure, projected returns, sponsor history, risk factors, fee disclosure, tax treatment, and the securities-law disclosures a private offering requires.

LLC Operating Agreement

Management authority, capital contributions, the distribution waterfall with its preferred return and promote tiers, transfer restrictions, and dissolution, all drawn from the terms you enter.

Subscription Agreement

Capital commitment, accreditation representations, and suitability confirmations, with the operative text adjusting for a 506(b) or 506(c) raise.

Investor Questionnaire

Accreditation, tax identification, and entity type, collected from each investor on a standard form your counsel can review.

Your firm details, including wire instructions and bank information, are drawn from your organization profile and placed into each document. You can revise them at any time in Settings.

Twelve property types, each modeled on its own basis

A hotel underwrites at a 55 to 75 percent expense load; industrial sits at 25 to 35. Residential depreciates over 27.5 years and commercial over 39. The model applies the basis the asset class calls for on every projection.

Multifamily

35-45%|27.5yr

Office

40-50%|39yr

Retail

30-40%|39yr

Industrial

25-35%|39yr

Mixed Use

35-50%|39yr

Self Storage

25-40%|39yr

Manufactured Housing

30-40%|27.5yr

Hotel

55-75%|39yr

Triple Net (NNN)

10-20%|39yr

Senior Living

55-70%|27.5yr

Student Housing

40-50%|27.5yr

Build-to-Rent

30-40%|27.5yr
Expense ratio|Depreciation

Tax treatment reflected in the documents

  • 100% bonus depreciation (reinstated by OBBBA for acquisitions after Jan 19, 2025)
  • Cost segregation assumptions by property type
  • 1031 exchange: 45-day ID, 180-day close, QI requirements
  • Qualified Opportunity Zone: 10-year hold, 90% asset test
  • Passive loss rules: $100K/$150K phase-out (Section 469)
  • Real Estate Professional Status: 750+ hours noted in PPM
  • UBTI threshold ($1K) flagged for IRA and trust investors

Feasibility checks before delivery

  • DSCR minimum 1.25x on the senior debt
  • LTV maximum 75% against appraised value
  • Exit cap rate vs. going-in cap rate sanity check
  • Breakeven occupancy flagged if above 85%
  • Capital stack balance verified
  • IRR plausibility check against the property type
  • Waterfall distributions verified against OA terms

An IRR that disagrees with the waterfall, a depreciation schedule on the wrong useful life, a Year 3 distribution from an exit modeled in Year 5: these are the discrepancies a careful LP finds in a deck, and the ones that cost a sponsor credibility. Because every line in the model references the rest, the feasibility pass surfaces them before the offering leaves your hands.

What you provide, what you receive

The inputs the product will ask for and the deliverables it will return once it opens.

You provide

Jurisdiction

  • United States
  • State (auto-populated)
  • Currency (US dollars)

Property and entity details (required)

  • Project name
  • SPV entity name (the LLC or LP that will hold the property)
  • Sponsor / syndicator name
  • Property address
  • Property type: multifamily, office, retail, industrial, mixed-use, self-storage, mobile home park, hotel, NNN retail, senior housing, student housing, or build-to-rent

Deal economics (optional)

  • Purchase price
  • Total equity raise
  • Minimum investment amount
  • Loan amount
  • Interest rate (%)
  • Preferred return (%)
  • Projected IRR (%)
  • Projected hold period (years)
  • Acquisition fee (%)
  • Asset management fee (%)
  • Number of units
  • Year built

Information the package draws on

  • Property appraisal
  • Rent roll (trailing 12 months)
  • Operating statements (T-12)
  • Property inspection reports
  • Environmental assessments (Phase I/II)
  • Existing loan documents
  • Title report and survey
  • Insurance quotes

You get back

5 legal documents

  • Private Placement Memorandum (PPM): Full offering document with property description, risk factors, sponsor track record, fee disclosures, tax considerations, and securities law disclosures tailored to property type
  • LLC Operating Agreement: Manager-managed structure with capital accounts, distribution waterfall (preferred return, catch-up, promote splits), transfer restrictions, removal provisions, and dissolution terms
  • Subscription Agreement: Investor onboarding with accreditation verification, suitability representations, capital commitment schedule, and power of attorney
  • Investor Questionnaire: Accredited investor verification, beneficial ownership, AML/KYC, ERISA status, tax classification, and state-specific suitability requirements
  • Due Diligence Checklist: Property-type-specific request list: title, survey, environmental, zoning, building systems, tenant leases, operating history, insurance, and regulatory compliance

1 full financial model

  • Pro Forma Financial Projections: Year-by-year operating projections across the full hold period including:
  • Revenue: gross potential rent, vacancy/credit loss, other income, effective gross income
  • Expenses: property-type-specific operating expenses, management fees, reserves, insurance, taxes
  • Returns: net operating income, debt service, cash flow before/after tax, cash-on-cash return
  • Exit analysis: projected sale price (cap rate or per-unit), disposition costs, loan payoff, equity distribution
  • Investor returns: IRR, equity multiple (MOIC), average annual return, total profit
  • Waterfall distribution: preferred return accrual, GP catch-up, promote tiers, LP/GP split at each level
  • Sensitivity analysis: returns at different exit cap rates, vacancy rates, rent growth, and hold periods
  • Depreciation schedule: cost segregation with 5/7/15/27.5/39-year components by property type

Each document and projection is checked against the program rules built into the engine before delivery: Reg D requirements, blue sky filing thresholds, the depreciation basis for the asset type, and reconciliation of the waterfall against the operating agreement.

Be first to the syndication product.

Join the early-access list and we will reach out as the product opens. In the meantime, our lending and contract products are live today.

See Pricing