Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions
Promoted Interest, Carried Interest, Cash Flow Splits, and Related Issues
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel on structuring capital contribution and distribution provisions in equity joint venture (JV) agreements. The panel will discuss key legal and tax issues and JV agreement provisions, including promoted interest, carried interest, cash flow splits, and related provisions.
- Structuring capital contribution provisions
- Structuring waterfall provisions
- Promoted interest
- Carried interest
- Cash flow splits
- Tailoring tax provisions to waterfalls
The panel will review these and other key issues:
- What are the critical considerations for counsel when drafting and negotiating capital contribution provisions in JV agreements?
- What are the different types of waterfall provisions, and when should each be used?
- What are the key considerations and best practices for counsel drafting and negotiating waterfall provisions in JV agreements?
- What are pitfalls to avoid when tailoring tax provisions to waterfall provisions?
Weil, Gotshal & Manges
Ms. Camerik has extensive experience in representing financial institutions, corporations and other institutional... | Read More
Ms. Camerik has extensive experience in representing financial institutions, corporations and other institutional clients in a broad range of real estate and public finance transactions and in a variety of capacities including as borrowers, lenders, owners, agents, participants, credit enhancers, joint venture partners, bond purchasers and underwriters. Her experience in real estate transactions includes the acquisition, sale, financing, development, leasing and management of all types of commercial real estate and in all kinds of commercial real estate transactions including the creation of joint ventures, mortgage and mezzanine financing, loan syndications and participations, restructurings and workouts, real estate acquisitions and dispositions, section 363 sales and other bankruptcy restructurings, portfolio and multi-asset transactions. Ms. Camerik has extensive experience representing clients in public finance matters including the credit enhancement of tax-exempt bonds, the purchase and sale of bond-financed projects and the workout and restructuring of defaulted bond issues, both in and out of bankruptcy court proceedings. She has also been involved in numerous significant bankruptcy and restructuring matters.Close
David F. Levy
Weil, Gotshal & Manges
Mr. Levy represents publicly traded real estate investment trusts (REITs), master limited partnerships (MLPs),... | Read More
Mr. Levy represents publicly traded real estate investment trusts (REITs), master limited partnerships (MLPs), “yieldcos” and “Up-Cs,” in connection with mergers and acquisitions, securities offerings, debt syndication transactions, structured asset acquisitions and dispositions, and spin-off, split-off and split-up transactions. He also represents C-corporations in connection with restructurings and conversions to REIT status, REITs and other finance and yield vehicles in connection with specialty financing transactions, including “to be announced” contracts, mortgage servicing rights, REMIC transactions, A/B note structures, interest and principal strips, derivative instruments and IRS private letter ruling requests and tax controversies. In the private transaction area, Mr. Levy represents sponsors, management teams, investors and funds in connection with the formation and financing of private investment vehicles; the structuring, creation and financing of joint ventures; the acquisition, development and disposition of assets; the structuring of Section 1031 like-kind exchange transactions and transactions involving tenancy-in-common and long-term leasehold interests; and leveraged partnerships, synthetic partnerships, and UPREIT and DownREIT partnership transactions.Close
Weil, Gotshal & Manges
Mr. Razavilar is a partner in Weil’s Real Estate practice and is based in New York and Miami. He focuses his... | Read More
Mr. Razavilar is a partner in Weil’s Real Estate practice and is based in New York and Miami. He focuses his practice on corporate real estate, including complex joint ventures, real estate platforms and real estate finance. Mr. Razavilar regularly represents both the “money” and “sponsor” side of real estate transactions and has significant experience at all levels of the real estate private equity capital stack.Close