This is a common question we hear in the real estate securities law industry so we wanted to answer it here. Until you have established a substantive relationship, you cannot show past deals if you are doing Rule 506(b) Offerings, as the SEC considers them to be “tombstone ads,” which are the first step in making an offer. And you can’t make offers for Rule 506(b) Offerings until the relationship is established (I.e., it must “pre-exist” your offer).
If you are doing the pitch deck for a current deal, past deal performance would become extraneous information that would likely make your deck too long. We recommend 15 pages; 20 maximum.
It’s a “chicken and egg” question. You can’t use the past deals to get investors interested in investing with you prior to establishing the relationship. You can only show them past deals after you have already established the relationship.
Once you begin only doing Rule 506(c) deals (not recommended until you have 4-5 completed Rule 506(b) offerings), the relationship is not required; however your closing rate will be much higher if you follow the same procedure and establish relationships with all prospective investors prior to making offers to invest.
We recommend you read the article in our website library called “How Do I Create a Substantive Relationship” and follow the steps described in it. Once you have done that you can show past deals to those investors.
