Illustrative composite. This brief is a general, educational illustration of the kind of work involved. All figures are fictional and do not represent any actual project, offering, client, property, or transaction. No real client, location, operator, or deal is identified or implied. Nothing here is investment, legal, tax, or accounting advice, or an offer to sell or a solicitation to buy any security. This page is not an offer to sell, or a solicitation of an offer to buy, the project, property, or any interest in it described here — it is an illustrative example only, and nothing on this page is for sale. George Howell Ward is not a licensed investment adviser, broker-dealer, attorney, CPA, or licensed teacher, and holds no securities license. He receives no transaction-based compensation. Consult your own licensed professionals.
Not an offer. This page describes a general structure for education only. It is not an offer to sell or a solicitation to buy any security, describes no actual offering, and should not be relied on for any investment. Accredited-investor status and all securities matters must be handled by qualified counsel.
What this brief is
An educational walk-through of how a private real-estate investment is commonly structured under Regulation D — using a value-add apartment "buy, renovate, sell" as the example. It explains the structure; it is not an offering.
Reg D 506 in plain terms
Rule 506(b): a private offering to accredited investors (and a limited number of sophisticated non-accredited investors) with no general solicitation — you can't advertise it.
Rule 506(c): permits general solicitation, but every investor must be verified accredited.
Common shape: a sponsor (general partner) and investors (limited partners) in an LLC or LP, with a waterfall that returns capital first, then splits profits.
Why structure matters
The capital stack — senior debt, then any mezzanine or preferred, then common equity — decides who gets paid first and who carries the most risk. Getting the structure and the disclosures right is what keeps a private offering on the right side of the rules.
My role — clearly bounded
I bring the real-estate, construction, and modeling lens to operations and analysis. I am not a broker-dealer, investment adviser, or issuer's agent; I do not raise capital, solicit investors, or take transaction-based compensation, and I hold no securities license. Securities decisions belong with securities counsel and the investor's own advisers.← All project briefs