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Programmatic Real Estate Joint Ventures: Deal Structures, Negotiation Strategies, Recent Trends and Developments

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Wednesday, August 14, 2024

Recorded event now available

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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.

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.

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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?

Faculty

Guggenheim, Danny
Daniel B. Guggenheim

Member
Mintz Levin Cohn Ferris Glovsky and Popeo

Mr. Guggenheim is an accomplished commercial real estate attorney who focuses his practice on traditional real...  |  Read More

Smith, Chris
Chris W. Smith

Of Counsel
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

Mr. Smith has a multifaceted commercial real estate practice that encompasses a broad spectrum of acquisitions,...  |  Read More

Soejoto, Michael
Michael D. Soejoto

Member
Mintz Levin Cohn Ferris Glovsky and Popeo

Mr. Soejoto’s practice focuses on commercial real estate joint ventures, funds and other partnerships and...  |  Read More

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