June 2, 2022 | NEW YORK

Agenda- Eastern Standard Time

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8:00 am - REGISTRATION & NETWORKING BREAKFAST

9:00 am - CHAIRPERSON WELCOME REMARKS

9:15 am - OVERVIEW OF KEY TRENDS SHAPING JV STRUCTURES IN 2022 AND BEYOND

Joint venture partners are operating in a marketplace of dynamic change. How are the ripple effects of the pandemic and new challenges related to inflation, supply chain disruption and rising interest rates impacting joint venture structures? At the same time, there continues to be abundant capital chasing too few quality deals. This panel will explore how JV structures are being impacted by current market dynamics. Some of the issues that this panel will explore include:

  • Legal and tax trends regarding the establishment and operation of joint ventures.
  • Best practices for managing governance and control issues.
  • Risk allocation and risk shifting measures that should be included in joint venture operating agreement to protect both sponsors and equity partners.

Moderator

Ed Steffelin

Senior Vice President

George Smith Partners

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Peter Plaut

Executive Director

Wimmer Group

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James O'Brien

Managing Director Real Estate

Baird

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Rose Araghchy

Founder & President

R2 Advisors

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Christopher Terry

Partner

Kleinberg Kaplan

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10:00 am - HOW TO STRUCTURE PROGRAMMATIC JOINT VENTURES

Both sponsors and equity partners are recognizing the efficiencies to be gained in doing programmatic joint ventures. This panel will take a deeper dive into what’s driving this trend, how both parties can benefit and key aspects to consider when structuring programmatic partnerships.

  • What are the pros and cons of doing programmatic joint ventures versus single-asset deals?
  • What are the key agreement terms to consider and negotiate?
  • What are some best practices for negotiating an exit on programmatic joint ventures?
  • What are some alternative structures for programmatic joint ventures?

Moderator

Andrew Charles

Partner

Kramer Levin

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Frederick N. Cooper

Senior Vice President, Finance, International Development, & Investor Relations

Toll Brothers, Inc.

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David M. Ledy

COO

U.S. Realty Advisors, LLC

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Kurt Carlton

Co-Founder

Sherman Bridge Lending

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Sondra C. Wenger

Senior Managing Director, Head of Commercial Real Estate, Americas

CBRE Investment Management

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10:45 am - MORNING NETWORKING BREAK

11:15 am - A GUIDE TO WORKING WITH FOREIGN CAPITAL PARTNERS

The U.S. continues to be a top global target for foreign capital. Cross-border investors can be an attractive source of equity capital for sponsors. This panel will explore some of the key nuances involved in working with foreign capital partners. Topics addressed include:

  • Overview of key differences to consider when working with foreign capital partners, including legal, tax and regulatory considerations.
  • Best practices in due diligence and underwriting of foreign partners.
  • Discussion of the biggest risks and pitfalls of working with foreign investors and how to avoid them.

 

Moderator

George Moffa

Partner

Mazars

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Diego Hodara

Founder & CEO

Titanium Realty Group

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Remy Raisner

Founder & CEO

The Raisner Group

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Kamil Homsi

CEO

GRC Investments Group

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Joshua H. Sternoff

Partner, Corporate Department

Paul Hastings

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12:00 pm - REAL ESTATE JOINT VENTURE FINANCING: NAVIGATING COMPLEX CAPITAL STACKS

In an industry known for its creative deal structures, there’s always plenty to talk about. This workshop will focus on the financial anatomy of real estate joint venture funding in the current marketplace. Discussion topics will include: 

  • Evaluation of the sources and providers of joint venture financing. 
  • Economic structuring of the waterfall, preferred equity and carried interest.
  • Analysis of the different funding vehicles, such as senior and subordinated debt, construction loans, acquisition and development loans, mezzanine financing and shared appreciation loans. 
  • Analysis and discussion of short-term financing options, such as Debtor in Possession (DIP) loans, mini-perms, rehab loans, bridge loans, quick closing loans for acquisitions and discounted payoff (DPO) scenarios.

Moderator

Thomas Maira

Partner

DLA Piper

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Michael Halperin

Managing Director, Real Estate

Contrarian Capital Management, LLC

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Jay Rollins

Founder

JCR Capital

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Nicholas Baccile

Vice President

Canyon Partners Real Estate LLC

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NETWORKING LUNCHEON

12:45pm - 2:00pm

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LUNCHEON WORKSHOP

1:00pm - 2:00pm SPONSOR’S FORUM: INSIGHTS FROM DEALMAKERS

Investors who are trying to figure out how to get a foot in the door with developers and operators can get some 'inside baseball' tips from dealmakers. Some of the topics to be discussed include:

  • Overview of different ways that developers are managing their capital stack these days, and where equity partners fit into the equation.
  • Besides money, what are developers looking for in their JV partners?
  • How are developers managing JV expectations in a market where cap rates are compressing and interest rates and costs are rising?
  • Where are developers willing to negotiate on terms, and where are they holding firm?

Joel Breitkopf

Principal

Alchemy Properties

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ROUNDTABLE DISCUSSION

2:15pm - 3:15pm ROUNDTABLE 1: BEST PRACTICES FOR MANAGING RISK AND CONFLICT RESOLUTION

The pandemic brought unprecedented risks to the forefront and shined a spotlight on obscure force majeure and “Acts of God” clauses. At the same time, there are a number of “wild cards” in the market that could disrupt a sponsor’s business plan and project performance, such as inflation, supply chain disruption and rising interest rates. This panel will look at how joint venture agreements are addressing risk and conflict resolution. Topics to be discussed include: 

  • Overview of the biggest pitfalls in governance and control issues and how to avoid them.
  • How are documents addressing potential project delays and cost over-runs? 
  • Capital calls: when are contributions required or permitted, and who is in control in making a call for capital?
  • How are joint ventures dealing with disputes over capital calls and potential penalties for a party unable to contribute additional capital?

Pamela Watkins-West

Managing Director - Real Estate Impact Investing

Nuveen

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Gerd S. Alexander

Partner, Real Estate Department

Paul Hastings

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ROUND TABLE DISCUSSION

ROUND TABLE DISCUSSION

2:15pm - 3:15pm ROUNDTABLE 2: PLANNING EFFECTIVE EXIT STRATEGIES

Commercial real estate remains a very illiquid asset. How can investors and sponsors align interests, better structure deals to avoid conflicts and avoid getting “stuck” in a deal for decades. 

  • What are best practices for addressing exit rights and strategies in operating agreements and other documents?
  • How should you negotiate buy-out terms?
  • How are joint venture partners managing disputes over buy-out terms?
  • Discussion of the biggest pitfalls and risks in structuring exit strategies for both sponsor and equity partners and how to avoid them.
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1X1 NETWORKING SESSION

3:15pm - 4:30pm

This exclusive new format will consist of high-level, sector-specific 1x1 networking meetings between executives specializing in the real estate sector. These meetings will be dedicated to developing partnerships unique to your business model and will provide you with the opportunity to meet exclusively with those attendees specializing in investments in the same sector and market as you are. You will meet and network directly with senior-level representatives from real estate private equity firms, developers and project sponsors, real estate owners and operators, senior and mezzanine lenders, institutional investors, family offices, asset managers and allocators, attorneys and accountants.

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COCKTAIL RECEPTION & ADDITIONAL NETWORKING

4:30pm - 5:30pm