🎧 Episode Overview

In this episode of Ironclad Underwriting, host Jason Williams sits down with real estate investor and educator Frank Patalano to unpack the world of real estate syndications and SEC exemptions, specifically, the difference between 506B and 506C offerings. Frank breaks down these regulations with his signature clarity, using easy-to-remember analogies from his teaching background.

🧩 Topics Covered

• The key differences between Regulation D exemptions: 506B vs. 506C
• What makes an investor “sophisticated” versus “accredited”
• How to build compliant investor relationships under a 506B
• The risks and structure of capital calls in syndications
• Why investor verification matters and how third-party accreditation works
• Gray areas and compliance pitfalls to avoid when raising capital
• The role of the SEC and how regulations protect investors

💬 Memorable Quotes

• “When I say 506B, I think of it as investing with your buddies — B for buddies. It’s your friends and family model.” – Frank Patalano

• “Sophisticated" means you understand what you’re investing in. It’s not a guaranteed double-your-money-in-five-years type thing. You could lose everything.” – Frank Patalano

• “You can’t pitch a 506B on social media, on a stage, or in a group chat with people you don’t know. It’s all about pre-existing relationships.” – Jason Williams

🎧 Connect with Jason:

✅ LinkedIn

✅ https://IroncladUnderwriting.com

✅Linktree

🎧 Connect with Frank:

✅LinkedIn