In today’s volatile capital markets, real estate has become an increasingly popular asset class. Reasons include diversification, stable cash flows over capital appreciation, a desire for tangible assets, and opportunities for tax deferral. The larger real estate investment deals are often structured as joint ventures, both for new construction and existing, cash-flowing properties. Risk-tolerance, desire for control, capital contribution requirements, and sponsor promote can vary greatly. However, investors want their development partners vertically integrated—to provide development, management, and leasing services, as well as fund-raising capabilities. Development partners need to have skin in the game and provide their expertise at a competitive rate. At Hinckley Allen, we understand that clients expect the same from us.
A deep working knowledge—on many levels.
Our Private Equity & Joint Venture team is a coordinated, multi-disciplinary group of real estate, business, finance, and tax attorneys. We assist developers and investors (institutional and otherwise) with the formation, negotiation, structuring, and governance of sophisticated real estate joint ventures, involving: retail, office, industrial, multi-family, condominium, hotel, mixed-use, parking garage, and other commercial projects. In addition to our technical expertise, we have the experience, knowledge, and relationships to advise and help broker successful investment relationships.
We provide services around every aspect of joint ventures, including:
- Negotiation and documentation of joint ventures and fund raising, including:
- Multi-party joint ventures
- Pooled investment entities
- Offering memoranda
- Subscription agreements
- Management contracts
- Development agreements
- Representation in agreements for sponsors, equity partners, and investors
- Counsel in structuring complex financing and investment partnerships for projects, such as:
- Raising capital
- Promote structures
- Put/call agreements
- Calculating Internal Rates of Return (IRR)
- Allocations of capital contributions
- Exit strategies
- Allocating responsibilities for cost overruns
- Consequences for failing to make required capital contributions and other defaults
- Decision making control
- We represented the lead developer in structuring a joint venture for the development of an open-air shopping center that will, once completed, comprise over 650,000 square feet of retail as well as a hotel.
- We guided our client in the structuring of a joint venture for (and the construction and leasing of) the $200+ million South Street Landing Project in Providence RI. The project involved rehabilitation and construction of a 267,000 square foot office building and nursing school, the construction and development of a student housing project, and the construction of a parking garage. With regard to the project, The Providence Journal wrote: “The largest economic-development effort under way in Rhode Island’s capital city is on Eddy Street just south of 26 acres of former highway land. State, business and civic leaders hope the project will serve as a catalyst for even more development on that vacant property.”
- We structured a $200 million investment partnership between a developer and an insurance company for the acquisition of high-quality, mixed-use properties throughout the United States.
- We represented the developer in a multi-party joint venture for the development of a regional mall, including drafting the operating agreements for the joint-venture partner and the manager entity, as well as the offering documents for the client’s private equity offering.
- We represented ProPark America, a national parking services provider, and its affiliates in connection with the formation of a joint venture investment that will seek to acquire and aggregate up to approximately $500 million in income-producing assets. The property portfolio includes parking facilities at three international airports, two business districts, a university, and a medical facility in California, Colorado, Connecticut, and Florida. A team of 15 Hinckley Allen attorneys, drawn from multiple offices and practice groups, helped ProPark navigate the complexities of the deal, including six transactions, six financings with three lenders, and two joint venture arrangements, all closing simultaneously.
- We represented a Boston-based opportunity fund in negotiating a joint venture agreement for the development of a high-end residential community in South Carolina.
- We represented a Boston-based private equity firm in connection with the acquisition of a well known furniture retailer. The client did not want to own the real estate, so the work included negotiating a lease back of the retail facilities from a third-party purchaser/investor.