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Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
Real Estate Joint Venture Partnerships Basics
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Real Estate Joint Venture Partnerships Basics

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  • 1. Instruction by Bruce Kirsch Principal, Real Estate Financial Modeling Copyright © 2009 Real Estate Financial Modeling, LLC. All Rights Reserved. Real Estate Financial Modeling’s Joint Venture Partnerships Basics www.GetREFM.com
  • 2. Overview
      • Rationale for partnering – one-off transactions and investment funds
      • Legal structuring
      • Risks and rewards
    www.GetREFM.com
  • 3. Definitions Principal = Sponsor Owner of the asset Developer of the asset The party that raises a fund Investor Invests in the transaction Invests in the fund www.GetREFM.com
  • 4. Why One Seeks A Joint Venture Partner
    • As the Sponsor (Owner/Developer), you need:
      • Capital
      • Better access to lenders
      • Sellers to believe that you will close
      • Better third party provider pricing
      • Strategic and technical expertise
    • As the Investor, you need an investment vehicle:
      • Developments
      • Existing income-producing properties
      • Mortgage Notes
    www.GetREFM.com
  • 5. Real Estate Investment Partnerships Overview
    • Single Transactions - Single/Special Purpose Entities – Limited Liability Company (LLC)
      • Ease and low-cost of formation
      • Multiple owners
      • Pass-through of taxes
    • Multiple Transaction Funds - Limited Partnership (LP)
      • Fund Members:
        • Sponsor/Developer/Owner = General Partner/Managing Member (“GP”)
        • Investors = Limited Partners (“LPs”)
    www.GetREFM.com
  • 6. One Way To View Joint Venture Partnerships www.GetREFM.com
  • 7. Enabling The Transaction
      • Multiple parties are necessary; neither alone are sufficient
      • Sponsor (LLC, or fund’s GP) provides:
        • Transaction Sourcing (identifies the destination)
        • Capital (minority share) (secures right to fly the plane)
        • Day-to-day Execution (safe piloting and landing of the plane)
      • Investor (LP) provides:
        • Capital (majority share) (provider of plane, and fuel)
        • Periodic Strategic Input (Air Traffic Control)
    www.GetREFM.com
  • 8. Work Performed and Value Created
    • Who is doing more work, and presumably, adding more value?
      • Sponsor:
        • Allocated overhead to find and secure the transaction; took entitlement risk and
        • Day-to-day Execution – Thousands of decisions, Tens of thousands of person-hours over multiple years
      • Investor:
        • Capital provider – 1 decision (invest/not invest)
        • Periodic Strategic Input - hundreds of person-hours over multiple years
    www.GetREFM.com
  • 9. Risk Exposure - Sponsor www.GetREFM.com
  • 10. Risk Exposure - Investor
    • What risks are they taking, and in what proportion?
      • Investor:
        • Financial (majority, and significant to Investor)
        • Sometimes Recourse (e.g., pro-rata with Sponsor)
        • Reputational (via association with Sponsor)
    www.GetREFM.com
  • 11. Types of Financial Risk
    • Front-end acquisition/development funds
    • Construction budget shortfalls (shared pro-rata?)
    • Operating deficits (shared pro-rata?)
    • Recourse Guaranties
    www.GetREFM.com
  • 12. Rewards
    • In what proportion are the Sponsor and Investor seeking rewards for the various risks they bear and the various roles they play?
    • How can cash flow splits be commensurate with both risk taken and value added?
    • How is it typically structured?
    www.GetREFM.com
  • 13. No “Formula”
    • Unfortunately, there is no typical structure across property types, geographies, transaction types and the hundreds of thousands of partnerships investing in real estate
    • Negotiation-specific
    • All revolve around the end goal
    www.GetREFM.com
  • 14. Optimal Structuring to Achieve the Goal
    • Goal: for the transaction to reach its financial potential despite all risks, present and future
    • Execution requirements to achieve goal:
      • Top performance by Sponsor
      • Sound input from Investor
    www.GetREFM.com

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