Creatively Completing the Capital Stack: Real Estate GP Private Equity Funds

Structuring Key Deal Terms Regarding Distribution, Sharing of Promote and Fee Income, Capital Contributions, Distributions, and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, July 20, 2017
Recorded event now available

This CLE webinar will discuss the rise of real estate general partner (GP) private equity funds and key legal issues implicated by them. The program will analyze key deal terms of GP funds and provide insights and perspectives into opportunities and risks for both sponsors and investors.


As the real estate market continues its upward trajectory, capital-constrained real estate private equity sponsors are increasingly raising GP funds to provide some or all of the sponsor equity contributions for their real estate investment vehicles. Investors seeking higher financial returns are attracted to investments in the general partner side of real estate investment vehicles.

GP funds implicate fundamental questions regarding the allocation of risk and reward between the sponsor and the outside investors. Key deal terms include, among others, distribution structures, sharing of promote and fee income, decision-making rights, and timing of capital contributions and distributions.

Listen as our authoritative panel of practitioners analyzes opportunities and risks of GP funds for both sponsors and investors, how to choose the right investment structure, and negotiating key deal terms.


  1. Market trends and the rise of the use of GP funds
  2. Pros and cons of using GP funds to provide some or all of the sponsor equity contributions for real estate investment vehicles
  3. Key deal terms
  4. Sponsor vs. outside investor perspectives


The panel will review these and other key issues:

  • What are current developments impacting the use of real estate GP private equity funds and how have the terms of those arrangements evolved?
  • What deal structures are typically used for real estate GP private equity fund investments?
  • What issues most often derail real estate GP private equity funds and how can counsel for sponsors and outside investors overcome these negotiating hurdles?


John J. McDonald, Partner
Troutman Sanders, New York

Mr. McDonald counsels clients on a full range of corporate transactional matters, focusing on private equity and strategic mergers and acquisitions (M&A) transactions, venture capital and other financing transactions, and private equity fund formation. His private equity M&A practice entails representing private equity sponsors in leveraged acquisitions of portfolio companies, “bolt on” acquisitions and recapitalizations of portfolio companies, and subsequent divestitures of portfolio companies. He also has significant experience representing sellers in M&A transactions involving private equity buyers. His strategic M&A practice involves representing publicly-traded and privately-held buyers and sellers in M&A transactions across a broad range of industries, both domestic and cross-border.

Paul A. Steffens, Partner
Troutman Sanders, Charlotte, N.C.

Mr. Steffens practices in the areas of corporate law, mergers and acquisitions, joint ventures, private investment funds and private securities offerings. He represents a broad range of clients from privately-held entrepreneurial companies and family offices, to publicly traded companies in a variety of different industries, including real estate, investment management, manufacturing, distribution, business services, information technology and renewable energy. Among other matters, Mr. Steffens has represented private equity funds as well as strategic buyers and sellers on both the buy-side and the sell-side in mergers and acquisitions.


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Customer Reviews

The speakers were great.

Anne Browne

Sutin, Thayer & Browne

The webinar was very thought provoking and I learned a great deal.

Marc Ripp

Mack-Cali Realty

Very practical advice.

Sharon Druker

Robinson Sheppard Shapiro

Very good and concise CLE.

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Stevens & Lee

I was pleased with the programs practicality and the hands-on knowledge of the speakers.

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Winthrop & Weinstine

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Banking & Finance Law Advisory Board

Irving C. Apar


Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner


Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic


White & Case

Laura D. Richman


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Robert M. Stern


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Andrew Stutzman


Stradley Ronon Stevens & Young

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