Reference · For Investors
The words in
the documents.
A working glossary of the terms used in private real estate offerings, defined the way they are actually used in a Los Angeles residential deal.
Private real estate runs on vocabulary that nobody defines for you. Offering documents assume you already know what a waterfall is, what basis means, and why a preferred return is not a guarantee. This is the working definition of each term as it is actually used in a Los Angeles residential deal — not a textbook, and not a sales sheet.
Where a term deserves more than a paragraph, it links to a full guide.
Returns and performance
Internal rate of return (IRR)
The annualised rate of return on invested capital, accounting for when money moves rather than only how much. Because it is time-weighted, a project that returns capital sooner produces a higher IRR than one returning the same total later. That is also its weakness: IRR can be improved by an early refinance without a dollar more profit ever being earned, which is why it should never be read without the equity multiple beside it.
Equity multiple
Total dollars returned divided by total dollars invested. A 1.8× multiple means $1.80 came back for every $1.00 in, inclusive of the original dollar. Unlike IRR it ignores time entirely, so a 2.0× over three years and a 2.0× over ten look identical. The pair together tell you what IRR alone cannot: how much you made, and how long your money was tied up making it.
Cash-on-cash return
Annual cash distributed divided by cash invested, expressed as a percentage. It measures income during the hold rather than the outcome at exit. In ground-up development it is frequently zero for the life of the project, because there is nothing to distribute until something is sold or refinanced — which is not a warning sign, simply the nature of the strategy.
Preferred return
A stated annual rate paid to investors on their capital before the sponsor participates in profit. It defines a position in the queue, not a promise: if a project generates no cash, there is nothing to pay it from. Unpaid preferred return typically accrues rather than disappearing, and is settled at exit out of proceeds. The rate, and whether it compounds, are set by each offering's documents. How the waterfall sequences profit.
Capitalisation rate (cap rate)
Net operating income divided by purchase price — the yield a property produces if bought without debt. It is the language of income investors, which is precisely why it matters in for-sale strategies: an investor prices a small apartment building on its cap rate, while individual homebuyers price the same square footage as places to live. The gap between those two numbers is the entire thesis behind tenancy-in-common conversion.
Pro forma
The sponsor's financial model for a project — projected costs, timeline, revenue and returns. It is a set of assumptions, not a record, and every figure in it was chosen by the party asking for your money. The useful questions are what happens when the timeline slips and the exit price is lower, not whether the base case looks attractive. Why structure outlasts projections.
How a deal is structured
Syndication
A group investment in one identified property. A sponsor finds the deal, arranges financing and executes a business plan; investors supply most of the equity and hold passive stakes. The property is bought by an entity formed for that single deal, so investors own a share of the entity rather than the building directly. Full guide to real estate syndication.
Sponsor (general partner)
The party that organises and runs the deal — sourcing, underwriting, financing, execution, reporting and exit. The sponsor typically signs personally on the debt and invests alongside investors. A sponsor is a principal in the transaction, not a broker earning commission on somebody else's. How to evaluate one.
Limited partner
An investor holding a passive stake. Liability is limited to the amount invested, and that limitation is the reason limited partners cannot take an operating role — passivity is a legal feature of the structure, not a preference. General partner versus limited partner.
Distribution waterfall
The defined order in which cash is paid out. A common shape: preferred return first, then return of invested capital, then a split of remaining profit between investors and sponsor. The specific tiers, rates and splits vary by offering, and the sequence matters more than any single number in it — it determines who gets paid when a project underperforms.
Promote (carried interest)
The sponsor's share of profit above the preferred return and return of capital. It is the mechanism intended to align a sponsor with outcome rather than transaction volume. Worth reading alongside the fee schedule: if fees are large enough, a sponsor can do well on a deal that does not.
Capital call
A request for committed capital to be funded, either at closing or later if a project requires more equity than projected. Whether a sponsor can call additional capital, and what happens to an investor who does not fund it, is set out in the operating agreement and is one of the more consequential clauses in it.
Private placement memorandum (PPM)
The disclosure document for a private offering — the business plan, the structure, the fees, the conflicts and the risk factors. It governs, not the summary deck. How to read one, and the red flags worth knowing.
Operating agreement
The contract governing the entity that owns the property: who decides what, how profits are divided, how disputes resolve, and what happens if someone wants out. Where the PPM describes, the operating agreement binds.
Subscription agreement
The document by which an investor formally commits capital and makes representations about their eligibility — including, in most private offerings, that they are an accredited investor.
Who can invest
Accredited investor
An individual or entity meeting SEC thresholds on income, net worth or professional credentials, which most private offerings require for participation. Current requirements.
Rule 506(b)
An exemption permitting a private offering without public advertising. The sponsor may not generally solicit, investors self-certify their status, and a limited number of sophisticated non-accredited investors may participate. It is why many private deals reach people only through existing relationships.
Rule 506(c)
An exemption permitting a sponsor to market an offering publicly, on the condition that they take reasonable steps to verify each investor's accredited status — typically documentation from an accountant or attorney rather than a checkbox.
Sophisticated investor
An investor who, without meeting accreditation thresholds, has sufficient knowledge and experience to evaluate the merits and risks of an investment. Certain exemptions permit a limited number to participate.
Development and execution
Entitlement
The process of securing the legal right to build what you intend to build — zoning approvals, permits, environmental clearance, and the discretionary hearings that often accompany them. In Los Angeles it is frequently the longest and least predictable phase of a project, and the phase where timelines slip.
Ministerial approval
Approval granted without discretion: if a project meets the objective criteria, the agency must approve it. No public hearing, and no CEQA review. This is what makes the SB 684 and SB 1123 pathway a materially different risk profile from conventional entitlement. SB 684 and SB 1123 explained.
Basis
Total capital in a property — acquisition price plus everything spent getting it to its finished state. Basis rather than purchase price is what a project must be sold above, and it is the number against which downside cases should be run.
Hard costs and soft costs
Hard costs are physical construction: labour, materials, site work. Soft costs are everything else required to build — architecture, engineering, permits, fees, financing costs, insurance, carrying costs. Soft costs are routinely underestimated by people modelling a project from outside it.
Stabilised
A property performing at its expected occupancy and income after construction or lease-up completes. Stabilisation is the point at which a project can typically be refinanced into long-term debt or sold to an income buyer.
Absorption
The rate at which finished units are sold or leased. In any strategy selling units individually, absorption is the pacing constraint — each unit waits on its own buyer securing their own financing, and a sellout is measured in months rather than weeks. Why absorption is the tradeoff in TIC.
Partial release
A lender's agreement to release individual units from a blanket loan as they sell, against a defined paydown. Without workable partial-release terms, a project selling units one at a time cannot function.
Forms of ownership
Fee simple
Outright ownership of a parcel of land and what stands on it, with its own assessor's parcel number. An individual APN is what allows a buyer to obtain a conventional mortgage, which is why a fee-simple exit reaches the widest buyer pool. How SB 684 creates fee-simple lots.
Tenancy in common (TIC)
Co-ownership in which each owner holds an undivided fractional interest in the whole property, with a written agreement granting exclusive right to occupy a specific unit. The building is never legally subdivided; rights are allocated by contract. There is no right of survivorship. Full guide to tenancy in common in Los Angeles.
Condominium
A form of ownership creating legally separate units, each with its own APN, through a subdivision map. Cleaner and more liquid than a TIC — and in Los Angeles frequently unavailable, because converting existing rental buildings is heavily restricted.
Joint tenancy
Co-ownership requiring equal shares and carrying a right of survivorship: a deceased owner's interest passes automatically to the surviving joint tenants rather than through their estate. Distinct from tenancy in common, which permits unequal shares and no survivorship.
Common interest development (CID)
An umbrella term for developments combining individually owned units with shared common areas governed by an association — condominiums, planned developments, stock cooperatives.
These definitions are general educational information about private real estate investing. They are not investment, legal or tax advice, and not an offer or solicitation of any investment. Terms vary between offerings, and the governing definitions are always those in the individual offering’s own documents. See our full Risk Disclosures.