Guaranties, Capital Markets, and Standard Co-GP Splits

Good day gents,

We are looking at a few sites and have GP funding from one of our partners for pre-dev costs. For color, we are targeting sites with a +7% UROC. Hard to come by? Yes.

What I am hoping to gather from y'all are your experiences with:

  • Firms that offer up their balance sheet for guaranties, whether they come into the JV as an LP or co-GP, and standard fee structures (i.e., guaranty fee, share of promote, etc.)
  • If we need to seek equity placement for a ±$15MM slug, what are the current market rate fees? And can we get a discount if we agree to use the same group for debt, as well as investment sales?
  • The co-GP partners that are putting up the pre-dev costs, what's a fair split when all's said and done? We were thinking splitting the GP x/y after a pref target is hit

Appreciate any and all advice. Thanks

7 Comments
 

When it comes to guaranties, capital markets, and co-GP splits, here's what the most helpful WSO content suggests:

  1. Firms Offering Balance Sheets for Guaranties:

    • Firms that provide balance sheet support for guaranties (e.g., completion, bad boy carveouts, environmental indemnities) often come in as either LPs or co-GPs.
    • For LPs, a fee of up to 2% of their equity contribution is common, which gets capitalized into the deal. This fee compensates them for flashing their balance sheet to satisfy lender net worth and liquidity requirements.
    • Co-GPs or guarantor entities may demand a share of the promote, often around 30% or more, depending on the deal structure and risk profile.
  2. Equity Placement Fees:

    • For a ±$15MM equity slug, market rate fees for equity placement typically range between 1-2% of the equity raised.
    • Discounts may be negotiable if you agree to use the same group for debt placement and investment sales, but this depends on the group and their appetite for bundling services.
  3. Co-GP Splits for Pre-Dev Costs:

    • Co-GP partners funding pre-development costs often expect a fair split of the GP promote. A common structure is splitting the GP promote x/y after a preferred return (pref) target is hit.
    • Pref rates can vary, but 8-12% is a typical range for preferred returns in these structures. After the pref is met, the remaining promote is split, often 70/30 or 60/40 in favor of the lead GP.
  4. Additional Considerations:

    • Development fees for sponsors are typically around 3-4% of total project costs.
    • Asset management fees can range from 1-1.5% of equity.
    • Ensure that all terms, including pref hurdles and promote splits, are clearly outlined in the term sheet to avoid disputes later.

If you're targeting sites with a +7% UROC, you're already in a competitive space, so structuring deals attractively for your partners while maintaining profitability will be key.

Sources: Do you think it's justifiable to ask for 25% of the GP for being the fund raiser for the projects?, Q&A:New Real Estate Development Shop, https://www.wallstreetoasis.com/forum/real-estate/gplp-structure-friends-and-family-capital-jv-structure?customgpt=1, How do all the smaller GPs handle the funding to closing process?, Q&A:New Real Estate Development Shop

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The bot didn't do a bad job those are within the right strike zone. We've done a bunch of co-GPs and the obvious thing I'm about to tell you is everything is completely bespoke and negotiable and varies widely. What does each partner bring to the table (i.e. if you're the dev partner and the co-GP is only flexing balance sheet, why would you give them a part of your dev fee?). The biggest things come down to control - who REALLY has control of the deal in the co-GP and that will determine the rest of the numbers and the waterfall in my experience. As far as funding though, we typically go pro rata with our co-GPs on all costs and split promote based on our contributions +/- additional margin. For example, we might be 50/50 cash partners, but because we found the deal and have more product experience we might split the promote 65/35. 

 

Thanks brosephstalin, and absolutely, everything is up for negotiation. Our partners are new to the GP stack, so we wanted to be fair and not take advantage of their inexperience.

Definitely will be keeping our fees, and by extension, control. Again, appreciate your input. Have a good one.

 

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