Real Estate Joint Ventures: Waterfall Structures, Developer Promote, IRR Lookback, Clawback and Catchup
Recording of a 90-minute premium CLE webcast with Q&A
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.
Outline
- Economics of real estate joint ventures
- Return of capital, preferred returns, promote interests
- “Whole fund” vs. “deal-by-deal” waterfall
- Clawback and claw-forward provisions
- Capital accounts and tax allocations
- Management and governance—major decisions, budget approval, replacement of manager
- 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?
This is an encore presentation with live Q&A.
Faculty
Thomas D. Kearns
Partner
Olshan Frome Wolosky
Mr. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in... | Read More
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.
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Jeffrey J. Temple
Partner, Co-Chair- US Real Estate Group
Morrison & Foerster
Mr. Temple represents a broad spectrum of clients in connection with investments in, and the financing, development,... | Read More
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.
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