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!