Tommy DobczykOpportunity Zone Advisor, OZ Wizard · Director of Development | Certified Opportunity Zone Advisor

Unlock Investor Cash: ChatGPT & A3 Disclosure Secrets! #shorts

31 Jul 2026 · 2 min

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2:29

In this short, Tommy Dobczyk explains how an A3 disclosure document works alongside a Private Placement Memorandum (PPM) to create a highly customized investment offering. He walks through the specific deal mechanics—such as a 70/30 waterfall, an 8% preferred return, a 5% management fee, $50k due‑diligence cost, and $100k acquisition fee—showing how these terms are laid out in the A3 doc for investor clarity. Dobczyk highlights the importance of isolating risk by structuring each vertical (e.g., real‑estate debt) separately so a failure in one does not affect the entire fund. He contrasts two financing models: a real‑estate debt structure where the sponsor acts as a bank (12% loan to a builder, investors receive a guaranteed 8% while the sponsor keeps the 4% spread plus a 2% origination fee) versus an equity syndication where the sponsor partners with a builder, holds the property for about 18 months, then splits proceeds 70/30, delivering IRRs in the mid‑30% range. Finally, he stresses the need for precise metrics and investor‑ready documents so investors can easily understand and commit to the offering.

Chapters

What the A3 disclosure doc does is it creates the ability to customize our, for example, our offer, our offering. But in ours, the PPM says go to the A3 disclosure doc for the offer. And so when you go to an A3 disclosure doc for this covered by that PPM, then we can be very explicit. Like we're going to do a 70/30 waterfall with an 8% prep. There's going to be a participation on our side of the, of the 30%, but we're also doing. 5% of management fee. We're going to do a $50,000 due diligence cost, $100,000 acquisition fee, and break all that down within that so that in that A-3, we're able to do all that because then it makes it simpler for the investor to know, okay, that's just the path I'm on. And not only that, but if we have a vertical that does go south, the entire fund's not infected by whatever happened on a vertical that failed. So the real estate debt structure, for example, is where we Basically right out the turn, says, well, we're the bank, they're signing a bank loan. And then our investors are getting, are getting a portion of that, of that interest-only banking, if you will. We're providing them that million-dollar loan at 12%, but we're paying our investors a guaranteed contractual 8%, right? And we're holding that 4% as that processor. Now the builder also paid us 2% on the loan as part of the closing costs. So we took a 2% origination fee. So an equity syndication, it's set up in a way where we can do like a waterfall call for, instead of the, it'd be more like a GP/LP situation where we GP with the builder. Instead of them getting interest only, what we're going to do is we're going to take the million dollars. We're going to hold that on the house for the 18 months. And then when we sell it, we're going to give them 70/30 from the proceeds. And so if we sold it for, say we sold it for $3 million and our net on it was a million, they will return their capital, their million, but then we're also going to give them $700,000 of the million that we got. And then at that point though, I got a 1 point— I think that's like a 1.7x multiplier to somewhere around the 40 or 30, 35 to 45% IRR. I don't have to wrangle anybody to give me this information because I can get this to do it for me. When we built it, we taught it, these are the metrics we need to have. These are the metrics we need to know. These are the things we need to understand in order for our investors to get documents that they will be able to consume and then invest with us.