The offering memorandum for a recapitalisation or sale

1 · Learn the move · Power-ups + stakes

Once the buildings are leased you hold a stabilised asset and two ways to return the project partnership's original investors: sell it, or bring in new equity to buy them out and keep holding. A build-to-hold firm usually weighs the second first. Both need a memorandum, and both are read by people who will underwrite off every line. The stakes are the technique: tell the model who reads it, what they decide, and what happens if a figure is wrong, then make it work section by section through one fact base. Two rules carry the weight. Every figure comes from a pasted document, the rent roll, the operating statement or a lease abstract, and value is never computed: no cap rate unless you pasted a price, no implied value from NOI. And the sale version and the recap version may not disagree on a single fact. The recap path is the gated one: selling new interests to investors is a securities matter, so that memorandum is a draft for securities counsel's review, and nothing in it says the offering, any exemption or the structure is compliant.

Stakes: a buyer or a recap investor decides from this document whether to spend money underwriting, and a wrong figure in it is a misrepresentation. Work section by section: summary, the asset, tenancy, operating history, approvals and utilities as quoted, risks. Every figure tagged to its source. No value, no cap rate unless I pasted a price, no NOI I did not paste. Mark every place the recap version differs in structure only. [rent roll] [operating statement] [lease abstracts] [approval and will-serve letters] [recap term sheet]