What do most new investors overlook when raising capital, and how can a single missing document expose the entire deal?

In this episode, Dugan Kelley breaks down the legal side of raising money for real estate deals, especially under Rule 506(b) exemptions. Dugan shares a clear, actionable breakdown of the syndication process, how securities laws apply, and the key legal structures every investor should understand. With over $4 billion in structured transactions under his belt, he walks through the must-have documents, how to avoid legal pitfalls, and the significance of understanding the difference between accredited and sophisticated investors. Whether you're syndicating your first deal or investing passively, this episode outlines what you need to know to stay compliant and protect your capital.

[00:01 - 05:42] Syndication Basics: What Are You Selling?

• The importance of understanding whether you're selling a security
• Why real estate syndication usually involves securities law
• The role of passive investors and operator equity in typical deal structures

[05:42 - 10:53] Securities Law 101: Are You in the SEC’s Jurisdiction?

• What defines a security in real estate transactions
• Why even small deals may trigger SEC oversight
• The need for a Private Placement Memorandum (PPM) in most syndications

[10:54 - 15:27] The Six Ingredients Every PPM Must Have

• What the SEC expects in a compliant real estate offering
• The importance of risk disclosures, business plans, and subscription agreements
• Why a company agreement governs everything after the close

[15:28 - 20:33] Who Qualifies to Invest: Accredited vs. Sophisticated

• What makes someone an accredited investor (net worth or income thresholds)
• How recent SEC updates have expanded access to more people
• The significance of entity-based accreditation

[20:34 - 24:05] Sophisticated Investors: A Gray Area You Need to Understand

• What defines a sophisticated investor and how to evaluate suitability
• Why Rule 506(b) limits the number of these investors to 35
• The risk tolerance, intent, and understanding needed to qualify

Connect with Dugan:

LinkedIn: https://www.linkedin.com/in/dugan-kelley-0019b435/

Key Quotes:

“If your purpose is to raise capital and the buyer’s purpose is to receive a profit, you’re selling a security.” — Dugan Kelley

“If your deal is missing a company agreement or key disclosures, that’s a red flag—don’t invest.” — Dugan Kelley

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

How can authenticity and a genuine desire to help others become the key to unlocking exponential growth in real estate networking?

In this episode, Angel speaks with Don Spafford about the often-overlooked value of building real relationships in the real estate world. Rather than chasing followers or deals, Don shares how his organic approach to networking—driven by sincerity, reciprocity, and consistency—has led to major professional milestones, including partnerships in large-scale development projects and a role with Happy Camper Capital. The conversation also explores mindset shifts, personal growth, and how being unapologetically yourself can attract the right people and opportunities.

[00:01 - 04:00] A Different Kind of Networking

• Why shared learning in meetups can be more valuable than formal education
• How introverts can still thrive through genuine relationships
• The importance of letting others shine by redirecting opportunities

[04:15 - 08:46] Sharing Without Expectation

• What motivates Don’s content and online presence
• How low-pressure communication builds trust
• Why promoting others builds long-term relationships

[08:47 - 12:29] From BiggerPockets to Big Projects

• The significance of planting seeds in networking conversations
• How one “no” today can become a “yes” a year later
• Why relationships built on mutual benefit create sustainable growth

[12:30 - 16:08] Embracing Opportunities with Excitement

• Why Don shifted his focus from multifamily to RV parks
• The importance of following curiosity in investment choices
• How authenticity turns conversations into collaborations

[16:09 - 21:36] Mindset, Magnetism, and Meaningful Connections

• Why being yourself removes pressure and builds confidence
• The significance of deep, non-superficial relationships
• How mindset shifts can influence both personal and business growth

Key Quotes:

“I don’t ever come across like I’m just here to get your money… I’m here to give you something else to think about.” – Don Spafford

“Being genuine and being yourself… it pays off.” – Don Spafford

Connect with Don:

LinkedIn: https://www.linkedin.com/in/don-spafford-5887867/

Key Quotes:

“Nobody cares what you went through. They want to know: did you close or not?” - Angel Williams

“Make sure people know what you’re doing. Just talk to them like you would about your vacation.” - Brian Briscoe

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

How can you grow meaningful investor relationships—without pitching, chasing, or selling?

In this episode, Don Spafford joins Angel Williams to share how strategic networking and mindset shifts helped him move from financial struggle to real estate success. Don explains why leading with service, not sales, builds trust, and how finding shared interests—even coin collecting—can open doors to deeper relationships. They explore how non-traditional groups like service organizations can yield better investor connections than typical meetups, and how simple, consistent outreach can multiply your network. The conversation also touches on mentorship, financial freedom through real estate, tax strategies, and creative investment ideas beyond property—like agriculture, ATMs, and helium.

[00:01 – 04:33] Start by Helping, Not Pitching

• Why offering value first builds stronger connections
• The significance of shared interests as conversation starters
• How Don connected with Jay Money through coin collecting

[04:34 – 08:46] Go Beyond Real Estate Meetups

• The importance of meeting people outside your niche
• Why service clubs and volunteer boards attract serious investors
• How shared purpose leads to aligned goals

[08:47 – 12:28] From Broke to Fourplex

• What motivated Don to leverage his 401(k) despite financial stress
• The importance of changing financial trajectories through action
• Why real estate became his vehicle to FI

[12:29 – 16:58] LinkedIn Growth & Intentional Visibility

• How Don grew from 300 to 2,500+ LinkedIn connections in a year
• The importance of visibility and consistent posting
• What posting meetup recaps taught him about content and connection

[16:59 – 20:15] Mentorship, Mindset & Tax-Smart Investing

• The impact of long-term mentorship on young immigrants
• Why real estate isn’t the only path to passive income
• How tax strategy books reshaped Don’s financial thinking

“Offering help before asking for help—that’s how you start real connections.” - Don Spafford

“Most of the world’s millionaires didn’t start rich. They built it through real estate or business.” - Don Spafford

“Networking is showing that you care, not just looking for investors.” - Don Spafford

Connect with Don:

LinkedIn: https://www.linkedin.com/in/don-spafford-5887867/

Key Quotes:

“Nobody cares what you went through. They want to know: did you close or not?” - Angel Williams

“Make sure people know what you’re doing. Just talk to them like you would about your vacation.” - Brian Briscoe

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

Can an introvert build a successful real estate network? Don Spafford proves that authenticity trumps personality type every time. Today, Angel sits down with Don Spafford to explore his remarkable journey from finance professional to successful real estate investor. Despite being a self-proclaimed introvert, Don shares how he pushed past his comfort zone to build meaningful connections that transformed his investing career. This episode reveals the unexpected doors that open when you commit to genuine networking, highlighting how authenticity creates opportunities regardless of whether you're naturally outgoing or reserved.

• How finance careers can build a foundation for real estate investing
• Why family circumstances often reshape investment geography
• The importance of supporting a partner's career as a gateway to new opportunities

• Why platforms like BiggerPockets matter when lacking local mentors
• How reaching out to podcast guests can create valuable connections
• The value of daily podcast consumption in accelerating your learning

• How introverts can use written communication to build confidence
• Why acknowledging comfort zones is essential for growth
• The importance of sharing local expertise to become a valuable resource

• How online connections can transform into real investment deals
• Why maintaining a contact database matters for future opportunities
• The value of pushing through discomfort in virtual meetups

• Why authenticity matters more than appearing successful
• How personality type doesn't limit relationship-building ability
• The significance of quality over quantity in investor networks

Connect with Don:

LinkedIn: https://www.linkedin.com/in/don-spafford-5887867/

Key Quotes:

“Nobody cares what you went through. They want to know: did you close or not?” - Angel Williams

“Make sure people know what you’re doing. Just talk to them like you would about your vacation.” - Brian Briscoe

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

Have you ever wondered why some syndicators seem to raise millions with ease while others struggle to close a deal? In this episode, Angel Williams hosts seasoned investor Brian Briscoe to break down the lessons learned from early capital raises, the reality of building credibility, and the importance of strong peer relationships in multifamily investing. They discuss how trust, transparency, and strategy influence investor decisions, and why community support makes all the difference in a high-barrier field like real estate syndication.

[00:01 - 04:00] Closed or Not, It Matters

• Why credibility hinges on completed deals, not near wins
• What capital raising teaches about scalability and stress
• The importance of proving you can deliver results before growing too fast

[04:01 - 08:17] Strong Networks Equal Stronger Raises

• Why relationships with other syndicators create fallback options
• The significance of investor referrals and professional trust
• How shared investor bases offer second chances

[08:18 - 12:35] Pitch Practice in the Real World

• Why syndicator-heavy events are valuable for honing your pitch
• What informal networking teaches about soft selling
• The importance of shameless plugs and speaking with confidence

[12:36 - 16:43] Ethics and Equity: Investing with Integrity

• Why believing in your own deal changes how you pitch it
• What to say when you can't personally invest
• The importance of collective GP investment as social proof

[16:44– 21:150] Capital, Coaching, and Community

• How rolling fees into shares helps show commitment
• The need for safe spaces in learning and masterminds
• Why access to communities like Tribe of Titans and REI Rocks matters

Connect with Brian:

LinkedIn: https://www.linkedin.com/in/brian-briscoe-ut/

Key Quotes:

“Nobody cares what you went through. They want to know: did you close or not?” - Angel Williams

“Make sure people know what you’re doing. Just talk to them like you would about your vacation.” - Brian Briscoe

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

Are you missing out on your ideal investor because you haven’t clearly defined who they are?

In this episode, Angel Williams and Brian Briscoe discuss the often-overlooked challenge of clearly identifying your investor avatar—your ideal audience. From personal stories about corporate life and the sacrifices made in pursuit of success, to the strategic reasons why clarity around your audience can sharpen your messaging and boost your capital-raising results, this conversation offers both introspective insights and practical advice. Whether you're a real estate investor or building a community-based business, understanding who you’re speaking to can mean the difference between scattered results and steady growth.

[00:01 - 05:15] Who Are You Really Talking To?

• Why understanding your audience (avatar) is vital to business and investment success
• The importance of aligning with people who share your background or pain points
• How being part of your avatar can help build credibility and connection

[05:16 - 10:22] From Corporate to Community

• How leaving the 9-to-5 inspired Brian to build the Tribe of Titans
• The significance of recognizing shared frustrations with time and freedom
• What motivated the shift from investor calls to mentorship-based conversations

[10:23 - 15:09] Narrowing the Niche Without Losing Reach

• Why it’s crucial to make your target small enough to connect but big enough to sustain
• The need to balance specificity with scalability in audience targeting
• How multiple avatars can coexist if each is clearly defined and addressed

[15:10 - 19:30] Learning from Experience: Engineer, Adjunct, or Entrepreneur?

• What past investor interactions reveal about who is drawn to your offer
• How lived experience helps identify underrepresented niches with potential
• The importance of evaluating common traits among current supporters

[19:31 - 23:28] The Psychology of the Passive Investor

• Why many investors don’t even realize alternative options exist
• How lifestyle goals and money mindset influence investment choices
• The need to speak in familiar language and address core emotional drivers

Connect with Brian:

LinkedIn: https://www.linkedin.com/in/brian-briscoe-ut/

Key Quotes:

“If you are part of your own avatar, it's a lot easier because you understand what they go through.” - Brian Briscoe

“Some people want to provide for their families generationally, but they don’t even know where to begin.” - Angel Williams

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

Raising capital for real estate deals can seem straightforward—until it isn’t. In this episode, Brian Briscoe of the Tribe of Titans discusses the realities of capital raising. He breaks down the myths surrounding deal quality, network strength, and investor motivation. Brian shares his personal journey from mathematical theory to multifamily investing, emphasizing why trust and relationships matter more than spreadsheets. This candid conversation sheds light on what passive investors are really looking for—and why being good with numbers might not be enough.

[00:01 - 05:45] The “If You Build It” Myth

• Why good deals alone don’t guarantee investor interest.
• The significance of trust in raising capital
• How 506(b) deals limit your reach and increase pressure.

[05:46 - 10:20] What Passive Investors Care About

• Why the team matters more than the pitch deck
• How passive investors evaluate risk based on people, not just projections
• The importance of consistency and character in building investor confidence

[10:21 - 15:14] Behind the Numbers: Sensitivity and Assumptions

• What changing one number in a spreadsheet can do to your returns
• Why experienced investors don’t rely solely on pro formas
• The need to be transparent about assumptions and projections

[15:15 - 20:00] Growing and Nurturing Your Investor Base

• How to develop relationships that convert into long-term investors
• Why investors care more about who is presenting the deal
• The importance of credibility and repetition in capital raising

[20:01 - 25:38] Programs and Practice: Learning to Raise Capital

• How Tribe of Titans equips aspiring capital raisers
• What early mistakes can teach us about investor psychology
• The significance of coaching and peer groups in accelerating your skills

Connect with Brian:

LinkedIn: https://www.linkedin.com/in/brian-briscoe-ut/

Key Quotes:

“Just because the deal's amazing doesn’t mean the money’s going to show up.” - Angel Williams

“Anybody can put numbers on a spreadsheet. What matters is whether I trust that person to deliver.” - Brian Briscoe

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

What’s the real cost of not structuring your real estate deals the right way?

In this episode, tax advisor Brandon Hall joins Angel to unpack complex but crucial considerations for structuring real estate investments—especially when working with partners, using retirement accounts, or dealing with late-stage investors. They explore topics like capital contributions, equity dilution, partial asset dispositions, and depreciation allocation, providing real-world examples and practical scenarios. Whether you're an experienced syndicator or a first-time GP, this conversation is packed with insights on how to protect your interests and avoid costly mistakes.

[00:01 - 04:00] Are You Depreciating Three Roofs?

• The significance of understanding partial asset dispositions in real estate
• Why you need to ask your CPA about deducting replaced components
• How ignoring this detail can result in depreciating assets that no longer exist

[04:01 - 08:19] Loan or Equity? Deciding How to Backfill

• The need to evaluate whether capital fronted by a partner should be treated as a loan or ownership stake
• What operating agreements must account for when new money enters the deal
• Why lenders and tax implications should guide this decision

[08:20 - 12:23] Dilution Without Selling Shares

• The mechanics of equity dilution when new investors come into a deal
• What redemption vs. share sale means for taxes and ownership
• Why getting a professional valuation can protect all parties

[12:24 - 16:47] Retirement Accounts and the Depreciation Disconnect

• Why depreciation doesn’t matter the same way in retirement accounts
• How depreciation can be reallocated away from retirement investors
• The importance of “substantial economic effect” in depreciation allocations

[16:47 - 21:44] Avoiding Costly Mistakes in Complex Capital Structures

• When to bring in a lawyer or CPA to adjust your operating agreement
• Why timing and capital amounts affect equity and distribution rights
• The need to keep educating yourself even with professional advisors

Connect with Brandon:

LinkedIn: https://www.linkedin.com/in/brandonhallcpa/

Key Quotes:

“You own your own tax position. You've got to have a basic understanding of the questions to ask.” - Brandon Hall

“Just because I put in more money doesn't mean I get a bigger piece of the pie—it depends on the agreement.” - Brandon Hall

Visit sponsorcloud.io/contact today and unlock $2,000 of free services exclusively for REI Rocks community members! Get automated syndication and investor relationship management tools to save time and money. Mention your part of the REI Rocks community for exclusive offers. Help make affordable, low-cost education summits possible. Check out Sponsor Cloud today!

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