Early Registration Discount Deadline: February 16, 2018

Real Estate Joint Ventures, Preferred Equity, Tax Tips, Intercreditor Agreements

Chaired by Stephen Butler, Kirkland & Ellis. Joint ventures have become a critical component of real estate investment and finance. This seminar will examine real estate joint ventures, including capital contributions, waterfall structures, tax treatment and more. We will also discuss preferred equity structures and intercreditor and co-lender agreements in transactions with mezzanine and A/B loans.

Join us for this full day in-person seminar, live webcast or west coast rebroadcast.

In Person - NYC

Wednesday, March 7, 2018, 8:45am-4:15pm EST Add to Your Calendar > Add to Calendar

Location: CFA Society New York, 1540 Broadway, Suite 1010, New York, NY 10036

Live Webcast

Wednesday, March 7, 2018, 9:00am-4:15pm EST Add to Your Calendar > Add to Calendar

Rebroadcast - Pacific Time

Thursday, March 15, 2018, 9:00am-4:15pm PDT (12:00pm-7:15pm EDT) Add to Your Calendar > Add to Calendar

Early Registration Discount Deadline, Friday, February 16, 2018


Registration and Welcome 8:45am-9:00am EST
Real Estate Joint Ventures: Waterfall Structures, Developer Promote, IRR Lookback, Clawback and Catchup 9:00am-10:30am EST
Benjamin R. Weber, Sullivan & Cromwell • Seth R. Hoffman, HighBrook Investors
  • Economics of joint ventures — capital contributions, capital calls, return of capital
  • Waterfall structures — calculating IRR and promote
  • Management and governance
  • Clawback and claw-forward provisions; clawback guarantees
  • Fee waiver provisions
Break 10:30am-10:45am EST
Structuring Preferred Equity Investments in Real Estate Joint Ventures 10:45am-12:15pm EST
Mark S. Fawer, Arent Fox • Benjamin R. Weber, Sullivan & Cromwell
  • Preferred vs. regular equity; preferred equity vs. mezzanine debt
  • Structuring the preferred equity deal
  • Relationship to mortgage lender
  • Impact of entity bankruptcy on preferred equity holder
  • Tax ramifications of preferred equity
Lunch 12:15pm-1:00pm EST
Tax-Related Tips for Real Estate LLC and LLP Agreements: Capital Commitments, Tax Allocations and Distributions, and More 1:00pm-2:30pm EST
Stephen Butler, Kirkland & Ellis • William Dong, Esq., Kirkland & Ellis
  • Capital contributions, capital accounts and tax allocations
  • Tax distributions and withholding
  • Liquidation alternatives for LLCs and LPs — tax elections under Sections 704 and 754
  • Special partners — REITs, tax-exempt organizations, foreign partners
  • Allocation of profits and losses; treatment of depreciation — Section 704(c); Reg. 1.704-3
  • Impact of recent tax reform
Break 2:30pm-2:45pm EST
Real Estate Mezzanine and A/B Loans: Structuring and Enforcing Intercreditor and Co-Lender Agreements 2:45pm-4:15pm EST
Michael J. Waters, Wachtel Missry • Additional Speaker To Be Determined,
  • Key provisions of mezzanine loan intercreditor agreements
  • Key provisions of co-lender agreements, including control rights of B Note holders
  • Participation agreements as a variation of co-lender agreements
  • The role of the servicer under co-lender agreements and tensions with B Note holders
  • Borrower concerns and considerations
  • Lessons from workouts and bankruptcies on structure, enforceability and remedies


Benjamin Weber Sullivan & Cromw…
Seth Hoffman HighBrook Investors
Mark Fawer Arent Fox
Stephen Butler Kirkland & Ellis
William Dong Kirkland & Ellis
Michael Waters Wachtel Missry
No photo
Additional Speaker To Be Determined

Live Seminar $997.00

Includes Early Discount Savings of $200.00 (through 02/16/18)

Live Webcast $997.00

Includes Early Discount Savings of $200.00 (through 02/16/18)

Rebroadcast - Pacific Time $997.00

Includes Early Discount Savings of $200.00 (through 02/16/18)

Group Discounts

Groups of 4 or more from the same organization registering at the same time will receive a 25% discount. So, for every three attendees, the fourth one is free.

Hotel Accommodations

Marriott Marquis New York

A limited number of rooms are available for $279/night at the Marriott Marquis in Times Square. To get the special rate, make your reservation by 2/20/18 using the following link (https://aws.passkey.com/go/Strafford) or call 1-877-303-0104 and mention "Strafford."


CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Our Refund Policy

For in-person seminars and webcasts, refunds can be requested up to 48 hours before the seminar. You may substitute an attendee at any time. For more information regarding refunds, please contact us at 1-800-926-7926.