Structuring Programmatic Real Estate Joint Ventures: Structures, Deal Sharing and Exclusivity, Pooling Variations
Negotiating Key Deal Terms From Sponsor and Equity Investor Perspectives
A live 90-minute premium CLE webinar with interactive Q&A
This CLE webinar will discuss programmatic real estate joint ventures (JVs) and how they differ from traditional, single investment JV relationships, alternative structures for programmatic JVs, and key JV agreement terms to consider and negotiate. The program will present these issues in an interactive format from the perspectives of counsel for the developer/operator and counsel for the capital investor.
- Programmatic JV structures
- Deal sharing and exclusivity
- The pooling of economics, distribution of returns, payment of promote and clawback provisions
- Governance issues
- Financing guaranties and related issues
- Default remedies and removal rights
- Deadlocks, lockouts, and exit provisions
The panel will review these and other key issues:
- What are the typical structures used in programmatic JVs for real estate investment?
- How can the parties bridge the gap between disparate objectives with respect to deal sharing and exclusivity?
- How do the issues shift with respect to single vs. pooled investment and the corresponding distribution and clawback of promotes?
- How do competing expectations of operators and capital investors regarding governance issues, guaranties, and exit rights typically get resolved in various structures?
Pircher Nichols & Meeks
Mr. Guggenheim dedicates the bulk of his practice to the representation of private equity funds, real estate companies,... | Read More
Mr. Guggenheim dedicates the bulk of his practice to the representation of private equity funds, real estate companies, non-bank lenders and other investors in connection with commercial real estate joint ventures, financings, acquisitions and dispositions. He has represented ACORE Capital, Cantor Commercial Real Estate (CCRE), Centennial Real Estate, Farallon Capital Management, Northwood Investors, Platinum Equity, The Roxborough Group and Western & Southern Financial Group, among others, in some of the firm’s most complex transactions, involving real estate in nearly all 50 states as well as Canada and Mexico. Mr. Guggenheim is actively involved in elevating the legal profession by teaching, mentoring and supporting the next generation of professionals. He has been a coach and organizer for the firm’s Real Estate Joint Venture Challenge at major universities and serves as a Lecturer in Law at USC Gould, teaching the Real Estate Joint Ventures course.Close
McDermott Will & Emery
Mr. Razavilar focuses his practice on corporate real estate, including complex joint ventures, real estate platforms... | Read More
Mr. Razavilar focuses his practice on corporate real estate, including complex joint ventures, real estate platforms and real estate finance. He 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. Mr. Razavilar also advises clients in connection with the formation, structuring and recapitalization of real estate operating companies/platforms (including private REITs), programmatic joint venture arrangements, and real estate investment funds and other investment vehicles, including sponsor capital and GP-capital funds. In addition, he has significant experience in preferred equity transactions, construction financing, mortgage- and mezzanine-financing arrangements, ground leases, the acquisition and disposition of real property (including entity level sales), and the formation and structuring of “qualified opportunity zone funds” and “qualified opportunity zone businesses”.Close
Michael D. Soejoto
Pircher Nichols & Meeks
Mr. Soejoto heads the firm’s tax department. His practice focuses on the federal income tax aspects of real... | Read More
Mr. Soejoto heads the firm’s tax department. His practice focuses on the federal income tax aspects of real estate transactions and real estate-related investments, with an emphasis on structuring matters related to partnership formation and work-outs, and advising and structuring transactions for real estate investment trusts (REITs) and tax-exempt investors. Mr. Soejoto represents private equity and hedge funds, REITs, private and institutional investors, and owners and developers of commercial real estate properties. He also advises clients on California real property and documentary transfer tax issues. In addition to tax related work, Mr. Soejoto’s practice includes the negotiation, structuring and drafting of complex joint venture agreements, and the negotiation and structuring of operating companies that serve as investment advisors and general partners of private equity funds.Close
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