Offering memorandum

The document sponsors send to prospective investors describing a syndication deal: the property, the market, the business plan, the financials, and the terms. Legally the marketing document for the offering.

Also called OM, PPM, private placement memorandum · Investment terms · Updated September 2026

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Part 1 of 4

Why a seller cares

If you sell a larger building through a broker, the offering memorandum is the marketing package buyers receive. If you invest in a syndicate after your sale, it is the document that describes what you are buying into.

Part 2 of 4

A simple example

Your broker prepares a 30-page offering memorandum on your twelve-unit building: rent roll, T-12, photos, the market, and an asking price.

Offering memorandum: a simple example
What is in itWhat a buyer does with it
The rent roll and T-12Underwrites the income
The pro formaReads the assumptions with suspicion
The asking priceStarts from it, rarely ends there

The OM is the building's story, told by the seller. Buyers check every number in it.

Part 3 of 4

What people get wrong

That the OM's pro forma is a promise. It is a projection, and the T-12 is the record it is checked against.

Part 4 of 4 · where to read next

Where it appears in the sale

What a definition is, and what it isn't

Keighbor is a software company, not a law firm, brokerage, or tax adviser. This is general information, not legal, tax, financial, or real estate advice about your sale. Your situation may differ. Before acting on a contract, disclosure, title, tax, or pricing question, ask an appropriately licensed professional in your state.

Written and researched by Keighbor Research · drawn from the reference glossary · how we research and check what we publish

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