Thomas Morgan, Attorney with Sherman & Howard

Tanner Bickelhaupt, CEO and Founder of the Tanbic Company

Tom Morgan works with apartment syndication and funds for Sherman & Howard. He’s been there for about 8 years, after serving in a similar practice for 15 years prior. He has a background in taxes and securities. 

(13:20) “I draw on that to structure the transactions, because they’re both intertwined, because of how you structure the cash flow, the deal, the flow of funds, and then also how you make it complaint to raise money from the investors,” said Morgan. 

His current practice focuses on capital markets, securities, finance, real estate mergers and acquisitions, and corporate and transactional law. 

Tanner Bickelhaupt also works in acquisitions and says Morgan is his go-to guy anytime he’s involved in that process.

Syndication

(:50) – Tanner Bickelhaupt says once Tanbic decided to get going on a project, his attorney, Tom Morgan, was his very first call. Once he’s set up the trust fund, he sat down with his lawyers to figure out the path forward, including things like who would be the investor and what disclosures and other forms are needed.

(2:47) – Morgan says getting a company’s goals and focus in line is a crucial first step. Consider whether you’re looking for a value add, low-income housing, whatever it may be – there are many different types of multifamily investing. Also consider how many investors will be involved and in what capacity.

Lender financing is another piece of the puzzle to be solved.

“Is it a traditional Fannie-Freddie, a CMO loan – which Tanner loves, I know – they’re much more complicated, with many more fees and restrictions involved than your traditional Fannies and Freddies. And I think I’ve already said, but where’s the asset? What is the asset? Do you have it already? Are you planning on trying to raise money then go out and buy something? Are you looking to do one property or multiple properties? All those questions are the initial mix of things you’d need to know to see where to go with the project,” said Morgan. 

(5:50) – The team is very important.

Morgan brings up that there are all sorts of disciplines. One is securities regulation, which is Morgan’s specialty. That’s focused on compliance, disclosures, filings with the SEC and various states, and the finance portion of dealing with lenders and loan structure. Then there’s the straight buying of the real estate and getting to work on a construction project. Buying an existing apartment complex is a separate discipline. 

(7:50) – Bickelhaupt says this is the one spot you can’t cut corners. It’s important to be prepared and put a good team around you.

Morgan says he’ll see people cut and paste from samples without understanding what goes into it. Lots of people bite themselves in the foot that way. 

(11:14) – If you aren’t in compliance with securities laws, you’re basically guaranteed to fail your investors. Investors can ask for their money back if you don’t present the right information, if you omitted material information, or if anything was misleading.

(14:35) – Most of Morgan’s work involv