Joint Ventures in CRE: A Strategic Alliance

Two business professionals shaking hands, symbolizing joint ventures and partnerships in commercial real estate

Table of Contents

  1. Introduction
  2. The Role of Limited and General Partners
  3. Joint Venture Fees
  4. The JV Equity Waterfall
  5. Sample Equity Waterfall Structure
  6. Conclusion


A joint venture in commercial real estate is a partnership arrangement between two or more individuals or entities. This collaborative effort aims to develop or purchase real estate assets. Typically, a JV is comprised of a Limited Partner (LP) and a General Partner (GP), each bringing different contributions and expertise to the table.

The Role of Limited and General Partners

Limited Partner (LP):

  • Contributes the majority of equity (typically >90%).
  • Is passively involved in the deal.
  • Acts mainly as a capital provider.

General Partner (GP):

  • Contributes a minority of the equity, i.e. less than 10%.
  • Takes an active role in managing the deal.
  • Is responsible for the operations and performance of the investment.
  • Earns outsized returns (promote) based on the investment’s performance.

Joint Venture Fees

  • Acquisition Fee: A fee paid to the GP for sourcing and managing the purchase process.
  • Asset Management Fee: Compensates the GP for managing the asset during its operations and executing the business strategy.
  • Disposition Fee: Paid to the GP for managing the sale process.
  • Development Fee: A fee paid to the developer for managing the entire development process.

The JV Equity Waterfall

The equity waterfall in a JV is a profit distribution system that is structured to incentivize both the LP and GP. The structure typically involves several components, including Return of Equity, Preferred Return, Additional Hurdles, GP Catch-Up, and LP Clawback, defining how profits are distributed between the partners at various stages of the investment.

Sample Equity Waterfall Structure

Tier 1: Return of Equity100% to LPUntil initial investment is returned.
Tier 2: Preferred Return100% to LPUntil achieving a specified IRR, e.g., 8%.
Tier 3: Catch-Up50% to LP / 50% to GPUntil GP receives a certain percentage of the overall profit.
Tier 4: Backend Promote70% to LP / 30% to GPThe remaining profit is split, for instance, 70% to LP and 30% to GP.


Joint ventures stand as a testament to the power of strategic partnerships in the realm of commercial real estate. They not only pool financial resources but also bring together diverse expertise, mitigating risks while maximizing the potential for significant returns. The intricacies of fee structures and profit distribution are key to aligning the interests of all parties involved. Through carefully crafted agreements and a deep understanding of the JV equity waterfall, these collaborative endeavors can unlock value and opportunities that may not be feasible for an individual investor or developer.

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