Investing in real estate can seem like a daunting task; and getting into real estate syndications can be nerve-wracking, especially with all the legal implications attached. Good thing there are ways to do your due diligence to protect your investment. In this episode, Lisa Hylton has an informative chat on what you need to know about syndications with the founder of Polymath Legal PC, Nic McGrue. Nic discusses the legal documentation and due diligence an investor needs to do to protect their investment and what you need to keep an eye on. Tune in for an informative discussion on real estate right here.
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Real Estate Syndications: Breaking Down The Legal Aspects Investors Need To Know With Nic McGrue
I have on the show another amazing guest, Nic McGrue. Nic is an Attorney at Polymath Legal PC, where he handles transactional matters in the areas of syndication, real estate, business and entertainment. Nic received his undergraduate degree from the University of Washington and he is admitted to practice law in California and Washington State. He also holds a California Real Estate Broker’s License.
He assists developers, syndicators, investors and entrepreneurs in areas ranging from syndication, business formation, real estate, business transactions and contracts. He has created syndications allowing his clients to raise capital to acquire more than $700 million in assets. He has also created funds for clients, setting them up to lawfully raise more than $1 billion in aggregate. Thank you so much, Nic, for coming on the show. I appreciate it.
Thank you so much for having me. I’m very happy to be here and talk with you. There are some good nuggets with your audience.
I’m super excited about that. My audience knows that my show is broken down into three parts. We’re going to start with a little bit of background about you, then we’re going to get into the meat of the episode and we’ll close things down with the level-up questions. To get things started, where in the US do you live?
I am located in the wonderful City of Inglewood, California.
We are both in Inglewood.
Next time, we’ll have to do this in person.
I had no idea that you lived in Inglewood, too. What do you and your family like to do for fun?
Now that things are opening up or at least live concerts, so that’s a lot of fun. Personally, I am a big fan of magic. I’m an aspiring magician. Don’t ask me to do the trick but I do know a few. In LA, there are always lots of random unique things to get into, so exploring and trying to make some fun in life.
This episode is about what passive investors should know about the legal aspect of real estate syndication. Heavy stuff but it’s things that people need to know about. To get started, as passive investors reading this episode who have never invested in a deal before, what are some of the legal documents that they can expect to receive when they’re looking at investing in a real estate syndication?
If it’s the very first time, the documents you receive should be a little startling and daunting. That’s what they’re supposed to be. The big document that you receive is called a PPM or a Private Placement Memorandum. What this is, essentially, it’s a long list of disclosures and providing the information to you, the investor, so that you can determine does this investment makes sense to you.
When I said it’s going to be daunting, it shouldn’t. I work with clients that are both investors, so reviewing PPMs but also clients that are issuers creating PPMs. Without fail, each time we say, “Why is this so scary?” Each side will say that. I say, “You say it’s scary but to my legal eyes, it’s a blessing. It’s so peaceful and calming.”You're going to have very little if no control over how that money is spent and what's being done with it. There has to be a strong amount of trust held in a syndication. Click To Tweet
When you’re investing, whether you’re the issuer and taking into money or whether you’re the one that’s giving money, as much as we want things to go well, there are times where things don’t go well. What the PPM is there to do is to try to disclose some of the ways in which things might not go well and what might happen if those bad things transpire.
From an investor viewpoint, when I’m looking at it for clients, the scarier it sounds to me, the happier I am, because to me, that lets me know that the issuer has sat down and thought about what are other things that can go bad about this and what could go wrong and how would that affect the investor. Let me tell them that so they can determine if that fits their financial goals or not or their risk appetite or not.
What is a couple of other legal documents that passive investors can expect to receive?
Another one you’ll receive or should receive or have access to is the company governing documents. There are different ways that you can set up syndication with different entities but pretty much every entity has some governing document. A corporation might have bylaws, an LLC would have an operating agreement, a partnership would have a partnership agreement. Those documents are not quite as scary as a PPM but they explain how the company is going to operate. It tries to anticipate some things that might happen and says, “If this happens, here’s how we’re going to resolve this.” It’s trying to problem solve and troubleshoot issues before they occur.
For an investor, it’s good for you to read that and understand that because you’ll know maybe you might not have any voting rights or what areas you do have voting rights on or is it a majority required or supermajority or unanimous, how do we select the manager or president or whoever’s going to be in control of this. The governing documents are going to explain those types of things.
The subscription documents and the operating agreement, are those included in the PPM or separate?
If they’re not included in the same document, they should typically be given right along. I do mine. I package everything as one single PDF but in reality, they are multiple documents that I’m combining as one. You might not get them all as one, but they should be given to you fairly simultaneously, if not simultaneously.
Thinking about these documents, as people are looking, you mentioned they’re protecting both the syndicator and investors. Can you talk about how these documents, be it the subscription document, the operating agreement? Maybe I should take a step back and say first, how are the PPM subscription document and the operating agreement different from each other or similar? What are the purposes of each of them?
The look all the operating agreement, again, it’s whatever governing document on the institute but typically, LLCs are used and so it is operating agreement. The operating agreement is solely for the company. Whether you’re doing a real estate syndication or a cupcake shop or whatever, you’re going to have an operating agreement for your company.
It’s how big picture items, how are we going to control this company, what are we going to do when things arise, what are the procedures and mechanisms that we have to follow. That’s what the operating agreement is dealing with. It’s dealing solely with the company and that is agnostic to whether it’s syndication or any other type of a business.
With a PPM, a Private Placement Memorandum, these are primarily disclosures. I mentioned that it protects both the investor and the issuer. It protects the issuer in the sense that if things go wrong, if they’ve done a lot of disclosures and have thought through those potential things that go wrong and having disclosed them when the investor comes and says, “Where’s my money? This thing happened and your bad.” The issuer can say, “No, remember, we talked about how this might happen. You signed this document where I told you this could happen.”
That’s how it protects the issuer on that end. It protects the investor. In my opinion, yes, you see it requires it mainly to protect the investor. That is so that the investor can look at all those things. We’ll talk about offering memorandums or pitch decks in a second. Those make everything sound good and hopefully, things do go well but the PPM says, “We told you about some things that we hope will happen but those are just hopes.”
You need to sit down and comb through all this long, probably boring document but count through it and make sure that you understand it because we’re telling you some important things here that we’re going to work our best to make sure things go well but if they don’t, here’s how it could affect you and your investment.
It protects the investor in the sense that it’s there to take some of the flowers away. If we get caught up in the product itself and say, “This building is beautiful. I love the location.” All that’s nice and emotional and great and sometimes will be enough to get us over the hump but we also need to realize, “It’s not always going to be perfect. Here are some ways those imperfections might show themselves and how they might affect you.”Net worth or income is how most people typically are accredited as investors. Click To Tweet
The PPM is there to level or even out the knowledge playing field because the issuer is the one who’s done the deep due diligence, hopefully, and knows the ins and outs of the deals and the project. When I’m creating these documents for an issuer, one of the last questions I say is, “What keeps you up at night about this deal?”
I do that to get an idea of what are the things that we should be telling to the investors. Those things that keep you up at night as an issuer, if you know about them but your investors don’t know about them, you have a leg up because you know some inside information about this deal. The PPM is there to try to disclose some of that information to everybody so that everybody can evaluate it on the same playing field.
It’s important. You also mentioned the pitch deck. I want to clarify. The syndication attorneys are not creating pitch decks or maybe they are?
Typically they’re not. They probably are reviewing them but they’re not creating them. The pitch deck or offering memorandum or marketing deck, it is there to promote the project and to explain the types of returns that they hope to give you. Again, that’s an emphasis on hope to give you a guarantee. It’s going to show you the pictures. It’s going to tell you about the growth of the city, most likely and all the things that the issue is looking at as to why they’re saying, “This is a great deal,” but then the PPM is saying, “This is a great deal. This is what we hope but here are some things about the deal that might end up not great.”
We touched a little bit in the way you were answering the question on how the agreements are protecting the syndicators because of those disclosures, primarily that PPM. Those disclosures are in there in terms of, “This deal might not go as planned and you’re taking a risk.” Can we dive a little bit into how or which documents are helping to protect investors?
The PPM, it protects them a bit to let them know, levels out the information playing field. Another thing that’s filed if it’s done properly with the SEC, it’s called a Form D. It depends on the exemption but typically, it’s a Form D. This tells you, I wouldn’t say all about the issuer but at least gives you big picture stuff. It lets you know, who’s the company, what’s the address of the company, who the executives are, how much is being raised, what is the minimum amount, what exemption they are relying on.
This Form D is filed and it’s public information. It’s available for any investor to find out. That’s one thing. Again, it doesn’t specifically protect them but it’s another tool in the investor’s tool belt that if things go wrong, let’s say, that you wire money, then they runoff, when they’ve done the Form D, you should have some ways of contacting them otherwise with that.
Talking about voting rights. This one here, control and voting rights, which is something that comes up a lot when people are investing passively in real estate syndications. They’re always like, “Is there any control here? Suppose I wanted to come out of this deal.” What would you say to passive investors from a legal perspective as they think about investing in deals in the thoughts of looking in the documents about the voting rights, control rights, that kind of stuff?
Typically with syndication, the investor is going to have limited if no voting authority or control or things like that. What I tell my clients that are investors, I say, “When you’re doing this, you can see what the project is and if this is a good neighborhood or growing area or something like that.” You’re somewhat betting on the project but you’re also betting on the issuers themselves.
You want to make sure that you are betting on them and knowing them and having a relationship with them because you are, in most cases, giving them money and you’re going to have little if no control over how that money is spent and what’s being done with it. There is a strong amount of trust that has to be held there.
I’ve had some clients where they’re saying, “I don’t have any voting rights. This isn’t right. What’s going on?” I say, “I get what you’re feeling but this is typical in these scenarios.” To that client, I said, “If you’re this concerned, to me, it makes me say you need to talk to the issue or more.” Make them make you comfortable with doing this. I get you are giving up your money and control. That’s not a comfortable position to be in but if you have an issue or that you know, believe in and trust them and it makes that position a lot more tenable or easier for you to do it.
Moving on from there, I want to pivot into the different types of entities. Before I do that, since we’re talking about real estate syndications, I would like to talk about the SEC rules surrounding real estate syndications. The 506(b), the 506(c), could you talk about what are they and what’s the difference between them?
If we’re going to talk about 506(b) and 506(c), I’m going to take a step back. The reason that we’re even dealing with this is because we’re selling security. The SEC says, “If you’re selling the security, then you either must register that security or have an exemption.” There are multiple ways to register but we commonly think of it as the IPO, publicly traded companies. Those are registered companies. It’s an expensive and long process. It’s something I don’t do. I deal with exempt securities. When you said 506(b) and 506(c), those are two types of exemptions from registration. There are multiple other types as well.
If we’re trying to understand 506(b) and 506(c), first, we need to understand the concepts of accredited investors and sophisticated investors. An accredited investor, there are multiple ways but the most common ways that people qualify as accredited is through income or net worth. If it’s an individual, you are accredited. If you’ve made $200,000 or more the past two years and expect to make that much this year or if you have a net worth of $1 million or more exclusive of your primary residence.
Net worth or income is how most people typically are accredited. When we’re looking at that, we’re looking at people that have either high income or high net worth. The SEC says, “Those people can weather a bad investment a little bit better than somebody who’s making less money or has less network.” We also have sophisticated investors. This is one of the areas where the SEC is very good at giving us requirements but not telling us exactly what they mean.
This is one of those where it’s not super clear. A sophisticated investor typically is going to be somebody who, based upon their past investment experience or their education work experience or maybe working with a financial advisor, they possess the resources to determine, “Does this investment make sense for my financial situation and what my financial goals are?” It’s not a super black and white definition but there are different variables that can make you sophisticated.
When we turn to 506(b) versus 506(c), the 506(c) allows you to have an unlimited number of investors but every single one of them must be accredited. With 506(c), one of the other cool things that you get is that you can do general solicitation, meaning that you can advertise. There are going to be some rules regarding what are and what you can say in the advertising, what you can solicit to people that you do it.
All of your investors must be accredited and you can do general advertising with a 506(c). Whereas with 506(b), you can have up to 35 sophisticated investors. Those ones with education, experience, past investment or financial advisor can determine if the deal looks good for them. Thirty-five of them plus an unlimited number of accredited investors again. However, and you might say, “Why wouldn’t you do 506(b)? That sounds great because you get accredited and unaccredited.”
The caveat is that in exchange for having those 35 unaccredited but sophisticated investors, you must also have a substantial pre-existing relationship with all of the investors, every single one of them, accredited ones as well. Pre-existing substantial is another area where the SEC hasn’t been extremely clear but essentially, you’re going to need to know them before the deal is on the table.
Before you’re entering into contracts for the deal or LOIs, you would need to know them before that and potentially even a little bit earlier. For the substantial part, essentially, you’re going to need to know if they’re accredited or sophisticated or otherwise. Typically, when we’re dealing with a syndication, we will send out a questionnaire. For my clients, the issuer, they’ll send out a questionnaire that says, “Tell me why you’re accredited or sophisticated.” If we’re dealing with a 506(b), essentially, you should know what they’re going to put in that questionnaire before you even send it out.
One thing I do want to say to the piece we’ve touched on, when we’re trying to determine whether somebody is sophisticated or accredited, the SEC requires that you take reasonable steps to determine that. The SEC has gone further and said with a 506(c), a questionnaire alone is not a reasonable step. As an investor, you might get something from your issuer that asks for third-party verification if you’re accredited. What they’re saying is, “I have to make sure that you’re accredited.” I could do it myself. I could have you send me all your tax documents and 401(k)s and K-1s and property tax bills and all that stuff but the issuer typically are not in the business of handling that.
There’s potential liability there. More often, they will have either a letter that you can then give to your CPA or financial advisor to sign off and say, “Yes, they’re accredited.” There are also companies, that’s what they do. They’re third-party certifiers. Those companies will send in your financial documents and they’ll review them and say, “Yes, they’re certified,” and give you that letter.
Moving on from there, I want to talk about the different types of entities now. This is like direct syndication, blind funds and fund of funds and any other ones that I missed. As passive investors look at these different types of entities, what do they need to know about the direct syndication versus a blind fund versus a fund to fund?If you're investing in a fund or trying to create one, there needs to be a track record because investors are betting solely on you, or as an investor, you're betting solely on them. Click To Tweet
You listed them, at least in my opinion and the level of risks from least to most. Direct syndication, that’s primarily what we’ve been talking about for the most part. That’s where, say, I’m the syndicator. I say, “I found this beautiful apartment building right over there. Come on in and take a look at it. I’ve got all the pictures and the past rent roles. I see the census stat in the area is growing and the income level in the area is growing. That’s all the reasons why this is good. You can take a look and do your own due diligence and underwriting yourself.” With the direct syndication, we are raising for a specific identified project. We know what the product is and the investors can dig into that project themselves to see whether they think it’s a good idea for them or not.
Direct syndication, you’re raising capital for a specific project and we know what that project is. Whereas if we are dealing with a semi-blind fund, the issuer hopefully, say, “I have had success in the past and I’ve found good deals before. The areas that I did get deals in with multifamily and self-storage.” I want to create a fund and have a stack of money available so that when I find a good multifamily asset or a good self-storage asset, I’ll have that money. I can deploy it right then and there.
If you invest in my fund, you will essentially be investing in whatever assets that I acquire with that money and you will share in the proceeds from those. What I did there is I said, “I don’t have a specific identified project there but I do know the types of projects that I’m going to be looking for.” This is still going to be riskier because you, as an investor, can’t go in and check out what I’m investing because I don’t even know what I’m investing in yet.
You’re putting a lot of faith in me but if you say, “I like multifamily and self-storage as well. I’m cool with that,” you have at least an idea of the types of assets that I’d be investing in. Let’s say that you’ve invested in self-storage before and it didn’t go well for you. You might say, “At least I know that’s what he’s trying to do and I’m not a self-storage fan, so I’m not going to invest in these.” You’ll have some of the criteria of what they plan to invest in. That’s a semi-blind.
With a blind fund, I’m saying, “I can find deals. Send me some money. I’m going to find some deals. It could be self-storage, ATMs, assisted living, multifamily, ground-up development, all sorts of things. Trust me. I got you.” That’s why it’s balanced the most risky is because you are solely betting on the issuer. I have clients even that sometimes will ask, “Should we create a fund? What do you think?” I give this to them on the issuer side but this applies to investors as well. You want to make sure if you’re investing into a fund or if you’re trying to create a fund, there needs to be a track record. Remember, they are betting solely on you, or as an investor, you’re betting solely on them.
If I’m going to bet solely on somebody that says, “I can find the deals,” my first thing is I’m going to say, “Show me the deals that you’ve found that were great in the past.” I’m going to want to see what they have done. Primarily also, what have they exited out of on the deals that they’ve done and did they hit their targets when they exited out of those deals because when I’m giving you this money blindly, I have no idea what you’re doing with it.
I’m going to want to have something that I can look to at least have an idea of the implications of potential success or things like that. I’d be looking for what are the past deals that you’ve done, what were your stated returns and did you hit those numbers, when did you exit and how did you deal with problems that came in that deal. You are betting solely on the issue or if you’re doing a blind fund. That’s why I said, in my opinion, that’s the more risky one.
Some people have different opinions and say, “Yes, risky on that end but it’s less risky in the sense that you’re making one investment and theoretically, it’s going to be diversified.” There is that benefit but you’re still investing in something that you don’t know ultimately what’s going to be. I find that to be a risky position. Not a risky position that issuers can overcome but it is a riskier position.
Lastly is the fund of funds.
Fund of funds is like a hybrid, almost. You’ve specified what you are going to invest in but your investment is going to be to invest in another deal or syndication or fund or something like that. You are creating a fund solely to invest in another fund or solely to invest in another syndication. It’s like a hybrid from the investor viewpoint. It’s going to be similar because they’re taking your money and they’re going to invest it directly into a specific thing. While you are not investing directly into that specific project, that project is identified. It’s there, so you can still look into that project and see how might that work or what you think about it.
Some reasons that people might do a fund to fund is, let’s say that the projects big or I don’t know the issue of that well of the project but, say, Lisa, you have a relationship with the issuer. I trust you, Lisa. You’re saying, “I’ve vetted the issuers. I know them. I worked with them. I’ve seen their past bills.” I’d say, “I haven’t done any of that but Lisa, I bet on you and I know you. I will invest into your fund,” then you’ll take my money and invest it into that fund.
Last but not least, a couple of things here, I wanted to circle back on the agreements. From the viewpoint of a passive investor, they get this big document. They get the PPM, the subscription agreement, the operating agreements. I know you’re an attorney, so you’re probably going to say they need to look and read everything, but is there anything that they probably need to spend additional focus on?
I’m going to leave with the caveat of reading it all because you’re probably also going to have to sign something that says you read it all, anyway. The areas that you want to focus on are, there should be a section of the PPM called risk factors. That’s where they’re going through and saying, “Here are all the potential risks.” It’s going to seem like the world is going to end.
Even if it does seem like the world’s going to end, I’d say that means they’ve done a good job of trying to think through the potential risks and disclose them to you. You’ll want to look through the risk factors and what their proposed returns are if they have that in there so that you can see what types of returns you should be expecting.
Particularly, if they have proposed returns in there, you want to check the operating agreement as well to make sure that it corresponds and says the same thing because I had seen it somewhere. I reviewed a PPM. The PPM says one thing and the operating agreement says a different thing. The operating agreement is the one that’s the actual legal document for the company.
I’d say risk factors, returns and looking at the voting rules as well. If you have no voting or some voting, having an understanding of that, so that if something comes up, you won’t be saying, “I’m going to vote you out.” When in reality, you have no authority to vote them out. You want to understand where you stand with the voting authority.
I would also add on there that they should look at the fees.
Fees are very important. With many returns, not all of them but a lot of them will have what’s called a preferred return, which means the issuer is saying, “Before we make distributions to everybody, anybody who has a preferred return has to hit their preferred return first.” Usually, that’s used to let the investors know that, “Even though I’m the issuer and I get 30% of distributions, before I touch anything, I’m going to give you an 8% press. You’re going to get 8% before I even get to share any of my 30%.”
You have that preferred return there. It sounds good and says, “That’s great. I’m getting paid first,” but fees are expenses. Expenses are paid before any investors get anything. If you have a situation where the issuer is taking a combined 10% in fees, they’re getting 10% off the top before you’re getting that 8% pref. That’s a great thing for you to point out. That’s something to be conscious of.
When they’re looking at those returns, they also want to make sure that those returns are after fees and not before fees too, which most do after fees but some might not, in case. To finish this up, misconceptions about real estate syndications that passive investors should know about, anything that comes to mind from a legal perspective or syndication perspective in general, misconceptions.
I don’t know if this is a misconception but it’s a tip that I give. Especially once you invested your money but even before, the issuer is working for you in some sense. Don’t be afraid of them. If you’ve got questions, ask those questions. If you’re trying to contact them, contact them. They should make sure that they make themselves available to you because that’s part of the job as being stewards of your money.
I’ve had some clients that are like, “Should I ask them? Could I ask them?” I’m like, “Yes. If they had my money, I’d be knocking on their door every day if I had a question. I’d get my answer and I keep knocking until I get it.” As much as they are the ones running the show or the project, you will also have some control in some ways there. They’ve got your money. Make sure you’re holding them accountable and that they’re giving you what it is that you need for that money.
Anything else that I didn’t ask that you think would be good to share?
We hit on a lot. Another small little tip that I give sometimes is that we talked a little bit about Form D and how that’s filed and it’s public. Especially with a new relationship with an issuer, if you’re the investor, ask them if they filed the Form D and if so, look that up. That’s stuff that they filed with the SEC under penalty of perjury and it’s publicly available. That’s a small little tip as well, particularly if you’re looking with working with newer people that are new to you. That’s one way to at least make sure the contact information and some of the big picture stuff that they’re telling you is accurate.They've got your money; make sure that you're holding them accountable and that they're giving you what it is that you need for that money. Click To Tweet
That leads us into our level-up questions that I ask all my guests. The first one is, what are you grateful for in your life now?
I am grateful for my fiancé. We are getting married. I was going to tell you after this. Her name is Leisha.
What has attributed to your success and continuous growth?
My mother. It’s a cliché, but if you want to do something, you can do it. She would always tell me that. It’s something that I did take to heart. I have lots of random skillsets and things that I enjoy because it was like, “I want to try and do that. I’m going to do it.” If you want to do it, you can do it. I wanted to have a law firm and run my own shop and I have done it.
What do you now know that you wish you knew at the beginning of your journey?
Patience is what I wish I knew, because a lot of times, it felt like I was working so hard and getting nowhere. Now that I’m finally starting to reap the fruits of what I’ve sowed, I see that hard work was doing something, even though I didn’t realize it in the moment. It was throwing and building something.
I love obviously interviewing fellow entrepreneurs and I love a podcast. It’s called How I Built This. I have a bonus question for you. Was there a point in the journey when you were building this law firm where you felt that maybe it wasn’t going to be what you were dreaming or visioning and how did you keep going and get through that?
There were multiple points. A lot of it comes back to the, if you want to do it, you can do it. I was like, “I’m not creating the first law firm ever.” It’s been done until somebody out there wanted to do it and did it and why are they any better than me? That a lot of times is a driver when I’m facing some adversity on what I’m trying to do. If what I’m doing is not brand new, somebody who’s done it before me, what makes them better than me to where they can do it and I can’t do it? I don’t think that there’s an answer to that. If they can do it and I want to do it, then I can do it as well.
If my audiences want to learn more about you, get services to set up funds, real estate syndications, reviewing legal documents for syndications and all this stuff, setting up business stuff for legal, what is the best place they can go to learn more?
Thank you so much, Nic, for coming on. It was a pleasure. I appreciate it.
Thank you so much for having me.
About Nic McGrue
Nic McGrue is an attorney at Polymath Legal PC where he handles transactional matters in the areas of syndication, real estate, business, and entertainment. Nic received his undergraduate degree from the University of Washington.
He received his Juris Doctorate degree from Pepperdine University Caruso School of Law. At Pepperdine, Nic was a journal editor, a student government officer, and a moot court board officer. He focused his studies on business, entrepreneurship, and real estate.
Nic also holds an L.L.M. in Taxation & Financial Services with a certificate in U.S. Tax.
Nic is admitted to practice law in California and Washington State, and he holds a California Real Estate Broker’s License. At Polymath Legal, Nic assists developers, syndicators, investors, and entrepreneurs in areas ranging from syndication, business formation, real estate and business transactions, and contracts.
In aggregate, Nic has created syndications allowing his clients to raise capital to acquire more than $700 million dollars in assets. Nic has also created funds for clients setting them up to lawfully raise more than one billion dollars in aggregate. In addition to working on various entrepreneurial ventures and running his law practice, Nic is a tenured Professor of Business Law and teaches business and real estate classes for undergraduate, graduate, MBA, and law school students.
In his free time, Nic enjoys cooking for his fiancée, playing saxophone, hiking, practicing card magic, and learning about new topics that pique his curiosity.
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