E70: Term Sheet Red Flags Every Private Investor Must Know
Wed Feb 04 2026
Term Sheet Red Flags Investors Should Never Ignore
Before committing capital to a private or alternative investment, one document matters more than any pitch deck: the term sheet. In this episode of Alt Investing Made Easy, we break down the most critical term sheet red flags investors should never ignore when evaluating private deals.
Whether you’re reviewing commercial real estate, private credit, or private equity opportunities, understanding how to spot hidden risks is essential to protecting downside and improving long-term returns. Too many investors rely on optimistic projections instead of disciplined private investment due diligence—and that’s where costly mistakes happen.
This episode simplifies complex legal and financial concepts into a clear, allocator-grade framework. We walk through real-world warning signs like excessive fees, unrealistic underwriting assumptions, weak transparency, illiquid structures, and conflicted sponsor roles. If you want a practical checklist for evaluating alternative investments with confidence, this episode shows exactly where to look—and what questions to ask—before you invest.
Top Takeaways
Alignment matters more than projectionsIf sponsors don’t have meaningful capital at risk, investors should question incentives and downside discipline.Fees can quietly destroy returnsManagement fees, admin costs, and early performance carries often look harmless—until you follow the full fee waterfall.Great deals plan for things going wrongPerfection-dependent underwriting is a red flag; smart sponsors stress-test downside scenarios and share them openly.Transparency is a risk-management toolConsistent reporting, clear KPIs, and honest communication—especially during tough periods—separate trustworthy sponsors from risky ones.Liquidity must be engineered, not promisedShort-term liquidity claims in illiquid private deals often create legal and financial trouble when reality hits.Notable Quotes
“If they won’t risk their own capital, why should you?”“Every time I review a deal, the first thing I search for is fees.”“Good allocators ask: what does this deal look like when things go wrong?”“Transparency isn’t optional—it’s part of the job.”“Liquidity doesn’t magically appear in private markets. It has to be engineered.”Chapters
00:00 – Welcome & Episode ContextIntroducing the Term Sheet Teardown series and why red flags matter.00:52 – Red Flag #1: Sponsor Capital at RiskWhy “skin in the game” goes beyond sweat equity.02:28 – Red Flag #2: Excessive or Hidden FeesManagement fees, admin costs, and early carry triggers.04:13 – Red Flag #3: Related-Party TransactionsDisclosure, market pricing, and why clean structures matter.06:46 – Red Flag #4: Perfection-Dependent UnderwritingUnrealistic assumptions, missing downside cases, and stress testing.09:07 – Red Flag #5: No Independent AuditWhat unaudited financials imply—especially in small teams.11:04 – Red Flag #6: Limited Reporting TransparencyInvestor communication, KPIs, and handling bad news.14:21 – Red Flag #7: Illiquid Structures With Short-Term PromisesThe danger of offering liquidity without a real plan.16:07 – Red Flag #8: Patchwork or Mismatched Track RecordsWhy only relevant experience should count.19:12 – Red Flag #9: Vague Use of ProceedsRequired disclosures and questions investors should ask.20:30 – Red Flag #10: Conflicted Sponsor RolesEfficiency vs. conflict—and why disclosure is everything.22:28 – How to Get the Term Sheet Teardown PDFFree checklist and framework for subscribers.25:08 – Closing ThoughtsFinal advice on disciplined alternative investing.Credits
Sponsored by Real Advisers Capital, Austin, Texas
If you are interested in being a guest, please email us.
Podcast Production by Red Sun Creative, Austin, Texas(https://redsuncreative.studio)
Disclaimers
“This production is for educational purposes only and is not intended as investment or legal advice.”
“The hosts of this podcast practice law with the law firm, Ferguson Braswell Fraser Kubasta PC; however, the views expressed on this podcast are solely those of the hosts and their guests, and not those of Ferguson Braswell Fraser Kubasta PC.”
© 2026 AltInvestingMadeEasy.com LLC All rights reserved
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Term Sheet Red Flags Investors Should Never Ignore Before committing capital to a private or alternative investment, one document matters more than any pitch deck: the term sheet. In this episode of Alt Investing Made Easy, we break down the most critical term sheet red flags investors should never ignore when evaluating private deals. Whether you’re reviewing commercial real estate, private credit, or private equity opportunities, understanding how to spot hidden risks is essential to protecting downside and improving long-term returns. Too many investors rely on optimistic projections instead of disciplined private investment due diligence—and that’s where costly mistakes happen. This episode simplifies complex legal and financial concepts into a clear, allocator-grade framework. We walk through real-world warning signs like excessive fees, unrealistic underwriting assumptions, weak transparency, illiquid structures, and conflicted sponsor roles. If you want a practical checklist for evaluating alternative investments with confidence, this episode shows exactly where to look—and what questions to ask—before you invest. Top Takeaways Alignment matters more than projectionsIf sponsors don’t have meaningful capital at risk, investors should question incentives and downside discipline.Fees can quietly destroy returnsManagement fees, admin costs, and early performance carries often look harmless—until you follow the full fee waterfall.Great deals plan for things going wrongPerfection-dependent underwriting is a red flag; smart sponsors stress-test downside scenarios and share them openly.Transparency is a risk-management toolConsistent reporting, clear KPIs, and honest communication—especially during tough periods—separate trustworthy sponsors from risky ones.Liquidity must be engineered, not promisedShort-term liquidity claims in illiquid private deals often create legal and financial trouble when reality hits.Notable Quotes “If they won’t risk their own capital, why should you?”“Every time I review a deal, the first thing I search for is fees.”“Good allocators ask: what does this deal look like when things go wrong?”“Transparency isn’t optional—it’s part of the job.”“Liquidity doesn’t magically appear in private markets. It has to be engineered.”Chapters 00:00 – Welcome & Episode ContextIntroducing the Term Sheet Teardown series and why red flags matter.00:52 – Red Flag #1: Sponsor Capital at RiskWhy “skin in the game” goes beyond sweat equity.02:28 – Red Flag #2: Excessive or Hidden FeesManagement fees, admin costs, and early carry triggers.04:13 – Red Flag #3: Related-Party TransactionsDisclosure, market pricing, and why clean structures matter.06:46 – Red Flag #4: Perfection-Dependent UnderwritingUnrealistic assumptions, missing downside cases, and stress testing.09:07 – Red Flag #5: No Independent AuditWhat unaudited financials imply—especially in small teams.11:04 – Red Flag #6: Limited Reporting TransparencyInvestor communication, KPIs, and handling bad news.14:21 – Red Flag #7: Illiquid Structures With Short-Term PromisesThe danger of offering liquidity without a real plan.16:07 – Red Flag #8: Patchwork or Mismatched Track RecordsWhy only relevant experience should count.19:12 – Red Flag #9: Vague Use of ProceedsRequired disclosures and questions investors should ask.20:30 – Red Flag #10: Conflicted Sponsor RolesEfficiency vs. conflict—and why disclosure is everything.22:28 – How to Get the Term Sheet Teardown PDFFree checklist and framework for subscribers.25:08 – Closing ThoughtsFinal advice on disciplined alternative investing.Credits Sponsored by Real Advisers Capital, Austin, Texas If you are interested in being a guest, please email us. Podcast Production by Red Sun Creative, Austin, Texas(https://redsuncreative.studio) Disclaimers “This production is for educational purposes only and is not intended as investment or legal advice.” “The hosts of this podcast practice law with the law firm, Ferguson Braswell Fraser Kubasta PC; however, the views expressed on this podcast are solely those of the hosts and their guests, and not those of Ferguson Braswell Fraser Kubasta PC.” © 2026 AltInvestingMadeEasy.com LLC All rights reserved