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Real Estate Joint Ventures - 2 CLE hours
Most real estate projects are developed and owned as joint ventures, as mean of leveraging various sources and types of capital and expertise, and as a technique for mitigating risk in complex projects. Developers may seek equity or mezzanine loans from investors and long-term loans from commercial lenders. Contactors may have profit participation rights in exchange for an abatement of some fees and management of the project may be outsourced to a third party. Joint ventures may also not be formal joint ventures, with a separate entity formed to develop and/or own the property, but come in the form of complex, overlapping agreements among the parties. In every respect, real estate joint ventures are very complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and a guide to drafting the major provisions of the underlying documents.
Day 1 – November 11, 2014:
• Types of joint ventures – income projects, develop/sell, rehabilitation
• Expectations and timeframes of project participants – investors, developers, lenders
• Capital structure issues – getting the right mix of equity, mezzanine and long-term debt
• Capital contributions from joint venture partners – money, property, expertise/services
• Economics of the deal – allocation of profits and losses, and tax attributes
• Quasi-joint ventures – mimicking a JV without forming a new entity
Day 2 – November 12, 2014:
• Management of the project or property, and related information rights
• Risk management, shifting liabilities and the role of personal guarantees
• Withdrawal of joint venture partners, valuation, and buyout/redemption rights
• Transfer of interests to third parties
• Major tax issues to consider when drafting JV documents
Manuel A. Fernandez is partner in the Miami office of Akerman, LLP, where he has an extensive real estate practice representing commercial mortgage lenders, developers, and institutional and non-institutional investors in connection with the acquisition, development, financing, leasing and management of commercial and residential real estate assets and distressed real estate transactions. He also represents hedge funds, pension funds, and other real estate opportunity funds in connection with joint ventures. Mr. Fernandez received his B.A., cum laude, from the University of Miami and his J.D., magna cum laude, from the University of Miami School of Law.
John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.