Raising Private Capital: Review (2026)

There is a point in most investors' progression where deal flow outruns capital. This is the book about that moment — how to raise money from private individuals without either misleading them or accidentally committing a securities violation.

Faircloth has raised and deployed private money for years, and the book's best quality is that it takes the obligation seriously. Other people's retirement savings are not a financing technique.

Snapshot	Details
Author	Matt Faircloth
Publisher	BiggerPockets Publishing
First published	2018
Central distinction	Debt investors versus equity investors, and when each is right
Best for	Investors with a track record and no capital left

The debt versus equity chapter is the book

Faircloth's most useful contribution is insisting that "raising money" is two different transactions that beginners blur together.

A debt investor lends you money at a fixed return secured by the property. They get paid first, they get paid whether or not the deal performs, and their upside is capped. They want safety.

An equity investor owns a share of the deal. They are paid after the debt, they carry the downside, and they participate in the upside. They want returns.

Matching the investor to the instrument is the actual skill. Offering equity to someone who wanted a secured 8% is how relationships end; offering a fixed 8% to someone who wanted to participate in a value-add repositioning leaves both of you unhappy. Faircloth works through the sizing, security and documentation for each, and this material is worth the book.

Where the money actually comes from

He is realistic that the first raises come from people who already know you, and that they are investing in you rather than in the deal. The progression he describes — friends and family, then their referrals, then a genuine investor network — is how this really happens, and it is a corrective to content implying you can raise from strangers on the internet.

The chapter on self-directed retirement accounts is useful and underappreciated. A large share of private capital in small real estate deals comes from self-directed IRAs, and most people do not know their retirement account can do this. The prohibited transaction rules — you cannot borrow from your own IRA, cannot deal with disqualified persons — are covered at a level that will keep you out of obvious trouble, though not at a level that substitutes for a custodian and a tax advisor.

Securities law: taken seriously, but not far enough

The book is clear on the point that matters: if you are pooling money from passive investors, you are almost certainly selling a security, regardless of what you call it. Regulation D, the accredited investor definition, the general solicitation prohibition under 506(b) and its availability under 506(c) all appear.

This is more than most books in the genre offer and considerably less than you need. Securities law is where amateur syndicators get into real trouble, and the gap between "I understand the concept of Reg D" and "my offering documents are correct" is a securities attorney. Faircloth says this. Read it as the instruction it is.

Note that thresholds and definitions here have been adjusted since 2018 — the accredited investor definition was expanded in 2020 to include certain professional certifications, and dollar thresholds are subject to periodic inflation adjustment. Check current figures rather than the book's.

Where the book stops short

No treatment of a deal going wrong. The hardest conversation in private capital is the one where the property underperforms and you have to tell people who trusted you. There is little here on workout scenarios, capital calls, or communicating bad news — and the 2023–2025 period, in which a significant number of syndications suspended distributions, made that the most relevant chapter the book does not have.

Investor reporting is thin. What you owe your investors after the raise — statement cadence, what to disclose, how to handle a question you would rather not answer — gets less attention than the raise itself.

Fund structures are out of scope. The book is about raising for individual deals. Committed-capital funds are a different animal with different regulation.

Who should read it

• Investors with a real track record who have run out of their own money.
• Anyone about to take money from a friend or family member, who needs to understand what they are actually promising.
• Passive investors on the other side of the table — reading how the raise is constructed makes you a much better limited partner.

Who should skip it

• If you have no track record. You have nothing to raise against, and the book cannot manufacture one. Do deals with your own money first.
• If you want to be an LP, not a GP. Read it for the perspective, then read offering documents.
• If you need the legal answer. This is an orientation. The answer costs money and comes from a securities attorney.

What to read next

• The Book on Investing with No (and Low) Money Down — the earlier-stage version of the same problem.
• Financial Freedom With Real Estate Investing — Michael Blank on syndication as the vehicle this capital funds.
• Syndication waterfall calculator — the distribution structure the equity conversation is really about.

Final take

The best available introduction to private capital for individual real estate deals, and honest about its own limits. The debt-versus-equity framing alone will save you a bad relationship. Verify every securities threshold against current rules, budget for an attorney before your first raise, and go elsewhere for what happens when a deal disappoints the people who funded it.

This review is part of the best real estate investing books library — 40+ titles ranked by the decision in front of you.