Raising and Structuring Programmatic Joint Ventures
A tactical workshop on finding the right JV partner, structuring the deal, and negotiating operator-friendly terms
An interactive workshop for real estate sponsors, principals, and capital markets professionals who are raising or structuring programmatic joint ventures with institutional capital partners.
About the Workshop
Programmatic JVs are how established sponsors scale—but negotiating them is an entirely different skill than raising from high-net-worth individuals or syndicating individual deals.
The capital partner brings institutional expectations: aggressive fee structures, board-level governance, and term sheets that look nothing like a standard LP agreement.
If you’re making the jump from deal-by-deal capital raising to a programmatic partnership, you need to understand the landscape, the players, and the terms before you sit down at the table.
This workshop walks you through the process from sourcing a JV partner through negotiating and closing the term sheet. We’ll use a fictional case study to work through real scenarios—matching the right investor type to your strategy, structuring the economics, negotiating the key provisions that make or break a JV relationship, and understanding the governance and reporting requirements that institutional partners expect.
You’ll leave with a practical framework for approaching JV conversations and a working knowledge of the terms that matter most.
You’ll Learn How To
Understand the programmatic JV landscape
Learn how programmatic JVs differ from fund and syndication structures, when they make sense, and what institutional capital partners actually look for in a sponsor.
Match your strategy to the right JV partner type
Navigate the differences between PERE funds, family offices, platform investors, and co-GP funds—and understand which partner type aligns with your strategy, governance preferences, and capital needs.
Structure the economics
Build the financial architecture of a JV: management fees, preferred returns, promote waterfalls, co-investment requirements, and how each element interacts.
Navigate key term sheet provisions
Work through buy box parameters, capital commitments, approval rights, ROFO/ROFR, reporting requirements, and removal clauses—and understand what each means in practice.
Negotiate from a position of strength
Learn what to push on and what to concede, how sophisticated sponsors approach JV negotiations, and how to protect GP flexibility without blowing up the deal.
Avoid the pitfalls that derail JV relationships
Identify the structural and governance mistakes that cause JVs to break down—from misaligned incentives and unclear approval matrices to reporting failures and deployment timeline disputes.
The Workshop Will Cover
The JV Landscape: When and Why to Go Programmatic
Why programmatic JVs vs. funds vs. deal-by-deal syndications
When you’re ready for a programmatic partnership—and when you’re not
What institutional capital partners look for in a sponsor
How JV economics differ from fund economics: fees, promotes, and governance
Meet the JV Partners
PERE funds: institutional process, aggressive terms, large check sizes
Hedge funds: flexible mandates, speed, and opportunistic deployment
Family offices: relationship-driven, longer hold horizons, lighter governance
Platform investors: HoldCo/GP/OpCo-level capital, equity and/or debt
Co-GP and GP funds: GP-level investment to meet co-invest requirements
Structuring the Deal
Management fee structures (~0-1% asset management fee in JVs)
Preferred returns: 10-12% in JVs vs. 8% in fund structures
Promote waterfalls: 85/15 vs. 80/20 splits and multi-tier structures
Co-investment requirements and capital commitment mechanics
Deployment timelines and investment period constraints
The JV Term Sheet: Provision by Provision
Buy box parameters: geography, asset type, deal size, leverage limits
Capital amounts, timing, and capital call mechanics
Approval matrices: what requires LP consent vs. GP discretion
Future deal rights: ROFO, ROFR, and exclusivity provisions
Reporting requirements and investor communication
Removal and replacement provisions
Negotiation Strategy & Common Pitfalls
What to push on and what to concede in JV negotiations
Common mistakes sponsors make with institutional partners
How sophisticated sponsors protect GP flexibility
Red flags that signal a JV relationship will break down
Case Study Workshop: Structuring Your JV
Applying the full framework to Sam Kowalski’s $150M multifamily platform
Evaluating three potential partners and selecting the best fit
Building the economic structure and negotiating key provisions
Live exercises and role-play negotiations with participants
Live Exercises
Exercise 1: Match the Partner
Given Sam’s strategy and three potential JV partners, analyze which is the best fit and why—considering capital needs, governance preferences, and strategic alignment.
Exercise 2: Structure the Economics
Build the waterfall structure for Sam’s JV—set the preferred return, promote tiers, management fee, and co-investment using a provided template.
Exercise 3: Term Sheet Markup
Review a sample JV term sheet and identify the 5 provisions most favorable to the LP, then draft counter-proposals from the GP perspective.
Exercise 4: Approval Matrix Design
Design the approval matrix for the JV—which decisions require LP consent, which are GP discretion, and where the friction points are.
Exercise 5: The Negotiation
Role-play negotiation of 3 key provisions—promote waterfall, removal clause, and buy box restrictions—with AI playing the institutional LP.
Format & Access
One live session: Two hours via Zoom
Five hands-on exercises: Applied to the Koala Capital case study throughout the session
Post-workshop access: Circle community with recordings, templates, and sample term sheets
Frequently Asked Questions
How much experience do I need?
This workshop is designed for sponsors and capital markets professionals who have raised capital before—whether through syndications, funds, or individual deals—and are now exploring programmatic JV relationships. You don’t need prior JV experience, but you should be familiar with basic real estate investment structures.
Is this relevant for single-asset sponsors?
Yes. If you’re currently raising deal-by-deal and considering the jump to a programmatic structure, this workshop will give you a clear picture of what’s involved, what institutional partners expect, and how to evaluate whether you’re ready.
Will recordings be available?
Yes. Recordings will be shared with all registered participants via Circle. However, the live exercises and role-play components are best experienced in real time.
Will participants receive the materials?
Yes. All attendees receive workshop slides, the case study materials, sample term sheet templates, and access to the post-workshop Circle community.