Terms : seed capital / gp coinvest
I am putting together a syndication and am early in the capital raising process. Currently speaking with larger check writers within my network, that do not work in real estate, primarily they are VCs, current and former business owners, PMs/HF managers, and are familiar with the private equity/syndication model used in private real estate.
One investor offered to provide up to $500K but they want to have ownership in the operating company so they can have upside as the platform scales. I wasn't aware of these type of investment until looking into GP Stakes and Op Co investments, but they want to be invovled at the deal level and op co level. This aligns with us, since we need the capital for deal pursuit expenses, opco overhead (non-transaction expenses), and gp co-invest. The same investor wants me to draft a term sheet for them and I need recommendations from people with experience negotiating terms with anchor LPs or GP Stake investors.
Ideal structure for me:
$300K op co investment followed by deposit + 70% of coinvest
Investor provides working capital and GP co-invest. Working capital includes deal pursuit capital and operating capital. The GP coinvest includes the deposit.
In return they get 15% of Op Co revenue streams and 10% of performance related fees (promote) on deals where they are investing as LP's or putting up GP Coinvest, done in 24 month window beginning at COE of first deal, and 5% of performance fees in deals where they are not putting up capital as an LP or GP co-invest during same time period.
When they provide capital for deposit which rolls into co-invest they earn a portion of promote pool. ie if they participate at 100% of GP coinvest they will receive 25% of promote pool.
Capital is invested up front for opco investment and GP Coinvest is invested when a target is identified for EMD and then funding the remainng co invest.
Does this make sense?
Is this common?
Does anyone have good references for how to structure this?
Thank you in advance.
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