BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Wednesday, August 14, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will explore 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 address these issues from the perspectives of counsel for the developer/operator and counsel for the capital investor.

Faculty

Danny Guggenheim
Member/Co-Chair, Real Estate Practice
Mintz

Mr. Guggenheim is an accomplished commercial real estate attorney who focuses his practice on traditional real estate matters, such as acquisitions, dispositions, and financings. His practice also encompasses complex investment structuring involving joint ventures, preferred equity, participations, syndications, co-investments, parallel vehicles, private REITs, and discretionary funds. In addition to his practice, Mr. Guggenheim serves as a lecturer in law at USC’s Gould School of Law, where he teaches the real estate joint ventures course and regularly guest lectures for the real estate transactions and finance course. He also frequently speaks about commercial real estate topics in webinars and at conferences and contributes articles to real estate and legal publications.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Chris W. Smith
Of Counsel
Mintz

Mr. Smith has a multifaceted commercial real estate practice that encompasses a broad spectrum of acquisitions, dispositions, financings, restructurings, and leasing. He draws on his extensive in-house experience to counsel clients on all aspects of real estate matters related to multifamily, office, hotel, and retail properties. Prior to joining the firm, Mr. Smiht was general counsel of a New York City–based real estate development and investment company. His role included advising on legal issues related to property acquisitions and sales across the U.S. and custom multi-partner equity partnerships that often incorporated complex 1031 exchange structuring and tenancy-in-common arrangements. He also handled development financings, refinancings, debt restructurings, and equity recapitalizations.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Michael D. Soejoto
Member
Mintz

Mr. Soejoto’s practice focuses on commercial real estate joint ventures, funds and other partnerships and strategic relationships. He has extensive experience handling the federal income tax aspects of real estate transactions and real estate–related investments. Mr. Soejoto represents private equity and hedge funds, real estate investment trusts (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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

As the real estate market begins to recover and new acquisitions are taking place, sponsors and investors are looking to team up to seize opportunities emerging from the distress. Programmatic JVs offer a timely and important approach to partnership investing.

Programmatic real estate JVs can provide economic and competitive advantages for both sponsors and equity investors. Developers and operators seek reliable sources of capital to deploy quickly, while equity investors look for sustainable partnerships with experienced and reputable sponsors. Programmatic or platform real estate JVs allow the parties to invest as part of a master program instead of deal-by-deal transactions and thus maximize efficiencies in time, capital deployment, management, and expenses.

Terms unique to programmatic JVs include investment parameters, deal sharing and exclusivity, discretion, and termination of the relationship. Structurally, JVs may take the form of either a holding company, with programmatic elements incorporated into a master venture agreement, or a series of independent ventures tied together by a framework agreement governing various aspects of the ongoing relationship between the two parties. One of the critical issues that the parties must negotiate is the pooling of economics, namely how returns will be distributed and promote paid to the sponsor, on a deal-by-deal and/or portfolio basis.

Listen as our authoritative panel of real estate practitioners walks you through current market trends concerning programmatic real estate JVs. The panel will discuss alternate structures for programmatic JVs and key JV agreement terms from the perspectives of the sponsor and capital investor.

Outline

  1. Overview of trends in the market
  2. Programmatic JV structures
  3. Deal sharing and exclusivity
  4. Investor discretion to approve deals
  5. Pooling of economics, distribution of returns, payment of promote, and clawback provisions
  6. Governance issues
  7. Financing guaranties and related issues
  8. Default remedies and removal rights
  9. Deadlocks, lockouts, and exit provisions

Benefits

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?