Educational Workshop: Raising and Structuring Programmatic Joint Ventures

About This 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.

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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.