Notice. Educational and marketing content only. FG Capital Advisors provides advisory and Commercial Real Estate deal placement services and works with or through regulated partners for securities offerings. We are not a bank or broker dealer and we are not a direct investor. Any transaction depends on KYC and AML checks, sanctions screening, conflict checks, legal and tax review, investor appetite, and definitive documentation with regulated entities under applicable securities laws.
Commercial Real Estate Deal Placement Agent | Reg D 506 And Rule 144A
We help Commercial Real Estate sponsors and operators raise equity, preferred equity, mezzanine, and notes for acquisitions, recapitalisations, and development. The focus is on private placements under Regulation D 506 and Rule 144A, where serious investors need clear structures, clean documentation, and a credible story on sponsor capability, underwriting, and downside protection.
Share your transaction, capital stack, and timing. We respond with a realistic private placement route, target investor types, likely ticket sizes, and how a Reg D or Rule 144A process can support your growth plan through our regulated partners.
Request A CRE Placement ProposalOn This Page
Who This Commercial Real Estate Placement Service Is For
Target Client Profile
- Experienced Commercial Real Estate sponsors and operators with defined strategies in multifamily, industrial, logistics, office repositioning, hospitality, or specialised assets.
- Buyers with an executed PSA, LOI, or term sheet who need structured equity, preferred equity, or mezzanine to close and scale a repeatable platform.
- Owners seeking recapitalisation of existing portfolios or single assets through fresh capital partners under Reg D 506 or Rule 144A structures.
- Managers planning a series of programmatic joint ventures or portfolio financings that require consistent documentation and investor communication.
Situations That Sit Outside This Service
- One off small residential flips, personal buy to let portfolios, or consumer mortgages.
- Raw land speculation without entitlements, zoning progress, or a credible development plan.
- Sponsors without any track record, no verifiable balance sheet, and no meaningful co investment in the deal.
- Retail crowd funding or public marketing aimed at non accredited investors or the general public.
What FG Capital Advisors Does As A CRE Deal Placement Partner
Structuring, Positioning, And Documentation
- Review asset, business plan, underwriting model, and sponsor profile, then define an equity and debt structure that fits Reg D 506 or Rule 144A parameters.
- Shape the investment story around market, asset, value creation plan, risk factors, and exit paths for professional investors.
- Prepare or refine teasers, investor decks, and short form offering materials that sit alongside your legal documents and models.
- Coordinate with transaction counsel so securities disclosures, offering mechanics, and subscription processes line up with marketing promises.
Investor Outreach And Term Sheet Negotiation
- Map and approach relevant capital sources such as family offices, private equity style real estate investors, credit funds, and QIBs through regulated partners.
- Manage controlled outreach under Reg D 506(b) where general solicitation is restricted, or structured marketing under 506(c) where accredited investor verification is required.
- For larger issues, explore Rule 144A routes to QIB buyers through suitable regulated firms, especially for note or bond style structures.
- Coordinate term sheet feedback and negotiation on valuation, promote, governance, covenants, and reporting so the final structure is investable and workable.
Capital Structures And Investor Routes We Work On
Reg D 506(b) And 506(c) Private Placements
- Single asset and portfolio equity raises under Reg D 506(b) with no general solicitation and a controlled investor list.
- 506(c) processes that permit broader marketing to accredited investors, subject to verification and compliance with offering rules.
- Preferred equity and structured joint venture arrangements where investors share upside but with priority distributions or downside protection.
Mezzanine, Holdco Notes, And Rule 144A Offerings
- Mezzanine loans and holdco notes that fill the gap between senior debt and common equity, with negotiated covenants and intercreditor terms.
- Private placements of notes under Rule 144A to QIBs for larger transactions or platforms, led through regulated broker dealers.
- Refinancing packages where equity, preferred equity, and notes are combined to reset a stressed or maturing capital stack.
Senior Debt And Bridge Co Ordination
- Coordination with senior lenders on leverage, covenants, cash management, and intercreditor matters so equity and mezzanine do not conflict with loan documents.
- Bridge and short term facilities tied to business plan milestones, with clear take out plans into longer term capital.
- Structures that support repeat deal flow for sponsors who want to build a recognised track record with a stable capital partner base.
Where We Do Not Focus
- Public offerings or retail fund products that target non accredited investors or require full public registration.
- Highly promotional schemes with unrealistic IRR targets, no stress testing, and weak governance.
- Arrangements that try to avoid or evade securities regulation or misrepresent investor status or suitability.
Commercial Real Estate Placement Execution Process
| Stage 1: Deal Review And Capital Plan | We review the asset, underwriting model, sponsor profile, and existing lender discussions. Together we define target raise size, structure, investor profile, and whether Reg D 506(b), 506(c), or Rule 144A is the most suitable route with regulated partners. |
| Stage 2: Mandate, Compliance Route, And Data Request | Once direction is clear, we agree a mandate, work scope, fee structure, and securities law route with you and counsel. We then issue a data request that covers PSA, financials, rent rolls, models, environmental reports, and any existing term sheets. |
| Stage 3: Materials, Structuring, And Investor Targeting | We prepare or refine the investment deck, summary note, and financial outputs, and lock down key terms on governance, promote, fees, covenants, and reporting. In parallel we build a target investor list by type, geography, and ticket size. |
| Stage 4: Outreach, Q and A, And Soft Circles | Through regulated partners we run controlled outreach in line with Reg D and Rule 144A rules. We manage Q and A on underwriting, structure, and documentation, and build soft circles that indicate realistic capital interest and pricing. |
| Stage 5: Term Sheets, Documentation, And Closing Steps | We coordinate term sheet negotiation with anchor investors, then support commercial points in shareholder, subscription, note, or JV documents. Conditions to close are tracked against transaction milestones and lender requirements. |
| Stage 6: Closing, Funding, And Next Transactions | We assist with closing timetables, funds flow coordination, and final investor onboarding. After closing we help sponsors think through next transactions so the same investor base can support future deals on a consistent framework. |
Timelines depend on asset type, jurisdiction, sponsor readiness, legal complexity, and the number of investors involved. Deals with complete data, clear business plans, and decisive sponsors move more quickly.
Eligibility And Deal Material Expectations
Baseline Eligibility
- Commercial Real Estate asset or portfolio with a defined strategy such as core plus, value add, opportunistic, development, or recapitalisation.
- Sponsor with relevant track record, verifiable experience, and a meaningful equity commitment into the transaction.
- Clear capital stack outline including sponsor equity, required third party equity or preferred equity, mezzanine or notes, and senior debt.
- Readiness to work within Reg D and Rule 144A frameworks, including investor qualification and compliance with marketing restrictions.
Core Deal Materials
- PSA or binding agreement for acquisitions, or ownership documents for recapitalisations and refinancings.
- Underwriting model with assumptions, rent roll, operating statements, capital expenditure plans, and debt terms where known.
- Appraisal or valuation support, market studies, environmental and technical reports, and any zoning or entitlement information.
- Sponsor references, track record summaries, organisational documents, and any existing investor or lender agreements that affect the deal.
Indicative Deal Parameters
| Typical Equity And Capital Raise Size | Most mandates focus on single asset or portfolio raises from around 10 million dollars into the hundreds of millions. Smaller transactions are considered where sponsor quality and repeat deal potential justify a private placement process. |
| Asset Types | Multifamily, industrial, logistics, select office repositioning, hospitality, student housing, senior housing, medical office, and other Commercial Real Estate with a coherent business plan and realistic exit scenario. |
| Capital Stack Components | Common equity, preferred equity, co GP and LP structures, mezzanine loans, holdco notes, and in some cases Rule 144A notes or bonds for larger issues, sitting alongside bank or private credit senior loans. |
| Investor Types | Accredited investors under Reg D, family offices, real estate focused funds, credit funds, private equity style real estate platforms, and QIB buyers under Rule 144A where suitable regulated partners are involved. |
| Geography | Primarily United States Commercial Real Estate assets, with selected cross border structures assessed case by case where sponsor, legal, and tax frameworks are clear. |
| Fee Approach | Our compensation generally combines a work fee for structuring and preparation with a success based fee on capital raised when transactions close through regulated partners. Exact terms depend on raise size, complexity, and scope and are agreed in a formal mandate. |
If you are a Commercial Real Estate sponsor with a live or near term transaction and you want a structured Reg D or Rule 144A capital raise, send us your deal summary, model, and timing. We will respond with a view on investor appetite, a realistic capital range, and a proposed placement mandate to take the offering to market with our regulated partners.
Request A CRE Placement ProposalFAQ
What is the difference between Reg D 506(b), 506(c), and Rule 144A in practice?
Reg D 506(b) allows private placements to accredited investors and a limited number of sophisticated non accredited investors, with no general solicitation. Reg D 506(c) permits broader marketing but all investors must be accredited and verified. Rule 144A provides a resale framework to QIBs for certain securities and is often used for larger note or bond style issues led by regulated broker dealers.
Do you only advise or also help place the securities with investors?
We advise on structure, positioning, and documentation. Where agreed, we also work with regulated partners to approach investors and support placement under Reg D or Rule 144A. The precise role and regulatory framework are set out in the engagement letter and in the offering documentation.
What level of sponsor commitment do investors expect?
Most professional investors expect sponsors to invest a meaningful amount of their own capital, to have skin in the game through co investment, and to accept alignment on fees, promote, and downside scenarios. Transactions where sponsors contribute little or nothing usually struggle to gain traction.
Can you help if our last capital raise failed or stalled?
Often yes. We review the previous process, investor feedback, structure, and materials. If there is a credible transaction and sponsor and the issues were structural or communication related, we may recommend adjustments and a fresh approach. If we believe the market is unlikely to respond, we say so early.
Do you provide legal or tax advice on Reg D and Rule 144A offerings?
No. You must engage qualified securities counsel and tax advisers in relevant jurisdictions. We work alongside them so that structuring and placement work stays consistent with legal and tax advice and with the final offering documentation.
Disclosures. FG Capital Advisors provides advisory and deal placement services and works with or through regulated partners for securities activities. Nothing on this page is an offer or solicitation to buy or sell securities or to invest in any project or fund. Any engagement is subject to internal approval, conflict checks, KYC and AML and sanctions screening where required, independent legal and tax advice on your side, and the terms of a formal mandate, offering documents, and final transaction documentation under applicable laws.
