Real Estate Joint Ventures: Waterfall Structures, Developer Promote, IRR Lookback, Clawback and Catchup

A 90-minute CLE webcast with interactive Q&A


Thursday, June 1, 2017 (in 3 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE video webcast will provide guidance to real estate counsel on the various methods of structuring waterfall provisions and promote payments in real estate joint venture agreements. The panel will also discuss management and governance, transfer rights, capital accounts, guaranty obligations, fee waivers, clawback provisions, and more.

Description

Waterfall provisions governing distributions are a critical component of any real estate joint venture agreement, reflecting the economics of the deal. After investors have received a return of their capital and IRR, promote payments are made to developers/managers. Capital call, fee waiver and guaranty provisions should also be considered in drafting the agreement.

While promote is usually structured on a ‘‘deal-by-deal’’ or a ‘‘whole fund’’ basis, there are a host of variations that enable managers/developers and investors to better align distribution of profits to the joint venture’s goals.

Listen as our authoritative panel of real estate finance practitioners discusses structuring waterfall provisions and promote payments in real estate joint venture agreements as well as management and governance, clawback, fee waiver, and guaranty provisions.

Outline

  1. Economics of real estate joint ventures
  2. Return of capital, preferred returns, promote interests
  3. “Whole fund” vs. “deal-by-deal” waterfall
  4. Clawback and claw-forward provisions
  5. Capital accounts and tax allocations
  6. Management and governance—major decisions, budget approval, replacement of manager
  7. Transfer rights for developer member, investor member

Benefits

The panel will review these and other key issues:

  • What are the various methods for structuring waterfall provisions and promote?
  • When are capital call provisions, and personal guaranties of JV obligations, appropriate?
  • How do clawback and claw-forward provisions affect distributions?
  • How much management and decision-making authority should be given to the sponsor?
  • What are the different types of capital account allocations?

Faculty

Thomas D. Kearns, Partner
Olshan Frome Wolosky, New York

Mr. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in both real estate and corporate law. Tom specializes in representing owners, operators and developers in the acquisition, development, leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers and with sophisticated condominium or other joint ownership arrangements of real estate. He is also an expert on the impact of federal and state securities laws on real estate.

Jeffrey J. Temple, Partner
Morrison & Foerster, New York

Mr. Temple represents a broad spectrum of clients in connection with investments in, and the financing, development, operation and disposition of, commercial real estate assets, with particular emphasis on the representation of institutional lenders, real estate investment fund sponsors and private equity investors. His practice focuses on the representation of both lenders and borrowers in complex, multi-tiered finance transactions and credit facilities of all types, including transactions involving the acquisition and disposition of real estate assets and the acquisition and sale of loans and loan portfolios.


Live Webcast

Live Webcast $297.00

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This webcast is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

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Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

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Live Webcast & Webcast Download $394.00

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DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Webcast

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Program Materials

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Customer Reviews

The webinar was very well organized and efficient.

Mark Bluhm

Lathrop & Gage

I thought the program was excellent.

Michelle Rice

Arkin Kaplan Rice

I appreciated that the webinar provided a narrow focus on a highly technical special interest area.

Scott Gary

Karr Tuttle Campbell

The seminar wasn't presented like a law school class full of hypotheticals and ideal responses. The presenters discussed actual scenarios that we may face and the most practical way to address them.

Anna Miller

Holland & Hart

A very good nuts and bolts program on what to do in this area.

Carol Babbitt

The Law Office of Carol Coplan Babbitt

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Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Of Counsel

Jenner & Block

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Jones Day

or call 1-800-926-7926

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