The Henry Stewart 2006 Masterclass
Property Joint Ventures and Partnerships
Learning from Case Studies

Chair
Michael Cassidy
Chairman
Hemingway Properties
Non-Executive Director
British Land
Consultant
DLA Piper Rudnick, Gray Cary

Speakers
Jonathan Cantor
Corporate Real Estate
Nabarro Nathanson

Chris de Pury
Partner
Herbert Smith LLP

Stuart Jenkin
Managing Director
Frogmore Property Company Joint Ventures Limited

Ian Jones
Partner
KPMG LLP

Hugh Lumby
Partner
Ashurst

John Styles
Partner
Knight Frank Investment
Management LLP
 
Andrew Sutherland
Joint Managing Director
Miller Developments

---

CASE STUDIES:

• A limited partnership established to acquire and manage a multi-million pound complex of offices in Central London

• Non-resident investors form an offshore unit trust to buy and hold property in London and Edinburgh

• Case study of structuring a public private partnership with equality of involvement. Consideration of respective interests, conflicts and solutions

• Structuring a joint venture for investment in UK Real Estate by foreign investors

• A 50:50 joint venture between a private sector developer and public sector organisation for a mixed use project involving development of the public sector assets as well as site assembly

• A 50:50 joint venture between a private sector developer and institutional investor for a major city-centre 350,000sft leisure and retail project

• Offshore JV with overseas investor to acquire a UK office and industrial portfolio

• Joint venture with a local developer/local authority and pension fund to redevelop a retail and residential building

• Joint venture with a local partner to acquire and asset manage a shopping centre

• Joint venture with a house builder to acquire, redevelop and sell residential units

• A UK limited partnership specialising in trade counter investments, that has gone through the full cycle of establishment, operation and disposal

• A UK limited partnership with offshore and UK feeder funds specialising in the distribution warehouse sector

• JV in a multi-party alliance

• JV in a classical side by side structure

• A layered limited partnership involving substantial corporate entities

---

ISSUES TO BE COVERED INCLUDE:

• Setting up and managing a multi-venture, multi-investor fund

• Structural Drivers
- Commercial imperatives
- Target investors (type and jurisdiction)
- Target investments (real estate or indirect and jurisdictions)
- Tax planning - on board from outset
- Funding requirements
- The asset management role
- Areas of potential dispute
- Aligning:
- Objectives
- Decision making
- Business plans and timescales
- Financial controls
- Management structures
- Approaches to communication
- Acceptance of risk
- Entry and exit strategies
- Cultures

• Vehicle Types
- Different forms of JV
- Corporate JV
- Contractual JV
- Overseas JVs
- General Partnership
- Limited Partnership (Scottish, English)
- What works in Europe
- Limited Liability Partnership
- Unit Trust
- Geared lease
- Onshore/offshore

• Tax
- Trading/investing
- Transparent/opaque
- SDLT and property transfer taxes
- VAT
- Efficiency/tax credits
- Withholding
- Type of investors (NB LLP issues)

• Control Issues
- Participation/co-investment
- Deadlock
- Management locations
- Conflicts

• Regulatory Issues
- FSMA
- Regulated activities
- Financial promotion
- Offshore registration/approval processes
- Marketing into other jurisdictions

• Exit
- Time
- Control
- Routes/alternatives

• Investor Issues
- Transfer and redemption
- Pre-emption
- Return targets
- Carried interest
- Fees and expenses
- Admission of new parties
- Transfers of interests
- Default
- Commitment periods
- Reserve funds
- Side letters
- Advisory boards
- Exclusivity
- Information memoranda
- Term sheets
- Cross border issues
- Verification
- Insolvency

• Funding
- External debt
- Internal debt
- Drawdown
- Default
- Equity and debt; how much of each

• Profit Share
- Sharing method
- Promote/carry
- Management fees
- Overage
- Cost of structure
- Distributions
- Calculation

• Fund Creation and Management
- Identifying pools of potential investors
- Selecting advisors
- Selecting a structure

• Accounting Issues
- Consolidation
- Balance sheet

• Public Sector Issues
- Procurement
- Accounting
- Non-financial benefits