GC rolling some fees into deal as Equity
Hello,
We are working on a development project and our GC has suggested rolling some of their costs into the deal as equity, and charging a lower cost for the completion.
For example, if it costs $100 to build the project, they would only charge $90 (and lose some profit or break even on overhead) but the other $10 would be put into the deal as their equity.
I have seen this numerous times with groups rolling their Acq fee or brokers rolling some fees into deals but never as a GC doing so.
Does anyone have experience with something like this? Would that $10 savings need to be paid out to the GC as a "Fee" which would then be put back into the deal? Thinking how the S&U would work and also tax implications down the road.
Any input would be appreciated. Thanks.
Definitely haven't heard of that structure, but nothing really surprises me anymore with how deals can be structured.
First thoughts would be to underwrite the full cost of the (in this case $100) in your proforma the same way developers underwrite the development fees into total construction costs. It is going to "cost" your LPs to have a GC and since market rate for the services are $100, you would still need to pay that. The way to look at it would be that the GCs are investing $10 into the deal themselves separately so the net money from this investor would be -$90 since you already paid them the $100 in the model.
Creative way to get deal done. I assume the GC expects to be in a co-GP position?
We did something similar on a rehab project, where the full cost of the rehab (or the part of it this contractor was responsible for) was converted into equity.
One thing I will caution you about, before you even start thinking about tax implications, is what kind of GC contract is being signed and for how much. If the job is being done open book, what happens on change orders? Or in this inflationary environment, on cost overruns in general? Who covers those costs is a big deal. Don't want a GC cutting their contract to the bone in order to get as much equity as possible and then charging all those costs back to ownership and essentially taking 90 cents on the dollar.
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