THEMPLE COURT
EXECUTIVE SUMMARY
Joint ventures are partnerships between two or more parties to jointly form a business entity to undertake a real estate project and see it to completion. By forming a joint venture, all parties will mutually benefit from the real estate project’s profits.
Suppose an investor has a piece of land/property or is willing to invest in a real estate project. But they lack the technical expertise or experience to develop the project. This is where we come in. We partner with such investors that are interested in contributing to real estate development projects.
We have the technical expertise and experience to develop real estate projects. Our team consists of highly-trained experts in different fields – Architects, Builders, Civil engineers, Interior designers, financial and legal experts, to handle all parts of the development process.
We handle the real estate development process (operating partner) and the investor contributes part/all the capital or a piece of real estate to develop.
After the Joint venture has been formed and completed, the investor can decide to exit by selling and transferring their shares to another party or us if they are no longer interested in holding the partnership. The joint venture agreement will cover the exit for each type of investor.
Types of Joint Ventures
- Land Contribution
- Joint Venture Partnership
An investor with a commercial real estate piece enters into a partnership with us by contributing that land/property to the deal.
The Joint venture is formed on a mutual agreement that we (the developer) will develop the land to create a defined real estate – houses, apartments, offices, or shops.
The investor's profit depends on how the Joint Venture Agreement (JVA) is structured.
- The landowner may receive an upfront payment and a share of the revenue
- The landowner may receive a percentage of the developed properties.
- The landowner may receive an upfront payment and the remaining payment from a share of the accumulated revenue after development.
Real estate development in Nigeria is an expensive process, so we take that stress of the landowner's hand. In return, the investor (landowner) will potentially profit from the land than when they sell the land undeveloped.
The landowner can expect the money return (profit/payment) to be in various ways. Depending on how the joint venture agreement is structured, that can be in multiple ways as listed above.
Our Joint venture partnership is a partnership agreement with interested investors to develop a property. The interested investors are referred to as the capital member. The capital member (investor) is financing a part of the project or even the entire project.
As the operating member, we will handle all the operational activities that will see the project from start to finish, including contributing the rest of the capital if the investor is not covering the whole project.
The partnership agreement will regulate the way to share the roles and responsibilities of both parties. The joint venture agreement will also restrict the way to share risks during development and profit after development.
In this case, the investor (s) will contribute to the project's capital with an agreed payment/profit-sharing plan. The payment/profit-sharing method of this type of partnership can be:
- Shares in the developed property
- A fixed payment returns for a stipulated period
- Complete payment with interest after a defined time
In case that the land contributor is also a capital member, the payment/profit-sharing plan may be slightly different from what is mentioned here and it will be covered by the Joint venture agreement.
The Joint Venture Agreement (JVA) & PROCESS
- The Joint Venture Agreement (JVA)
- The Joint Venture Process
The Joint Venture Agreement is crucial to the partnership between the investor and us. It is a legal document that states the terms and conditions governing the joint venture between both parties – developer (us) and investor.
The Joint Venture Agreement will involve and overall these essential aspects.
- Profit-Sharing: This is crucial to any joint venture agreement. The profit-sharing or distribution of profit will cover how the joint venture members will share profit after the project. The profit will not necessarily be equally disturbed. The profit-sharing mechanism depends on what the investor is bringing to the agreement.
- Capital Contribution: The agreement will specify what exactly the investor is contributing to the project. The JVA will cover the capital percentage the investor will drop and at what stage.
- Management and Control: The JVA will specify in detail the responsibilities of all parties involved in the joint venture regarding the management of the real estate property.
The JVA will specify the controlling interest of each party in the joint venture.
- Exit Mechanism:The JVA will detail how and when the joint venture can end. The exit mechanism will also list the events an investor can trigger the dissolution of the joint venture.
An example of such an event is if the investor decides to sell his share in the joint venture to another party or us. If the investor chooses to sell and transfer his right to another party, the joint venture will state the conditions under which the investor can do that.
- Conflicts: The JVA will also address all types of conflict that can arise during development and project completion. The JVA will list all kinds of disputes that can arise and how to handle the different scenarios.
The agreement will also stipulate the different scenarios that can lead to the joint venture's dissolution in case the conflict can't be resolved. In such instances, the JVA will include the exit plans for both parties.
Benefits of a Joint Venture
When you invest in our joint venture process, you get a passive finance source regardless of the payment plan. Here are the several benefits of a Joint venture project to investors.
- Passive income source: Our Joint venture projects with their flexible payment option can give investors plenty of returns on their money invested. Investors can also choose their preferred form of profit-sharing or payment option.
- Partial liquidity for Landowners: If you are a landowner looking for liquidity without having to lose all rights to your land/real estate property after development, a joint venture is the best way to do that. With our joint venture projects, landowners can get a cash exit (liquidity) on their land without having to sell their land outrightly. They can also maintain a level of control over what happens on the land.
- Development Expertise: With our development expertise and experience, investors don't have to worry about the project development, management, and overseeing the project to completion.
- Shared Risks: By entering a joint venture agreement with us, investors reduce the risk associated with starting a real estate development project by themselves. By banking on our expertise and technical know-how, investors can offset economic risks, construction risks, and other associated market risks.
- Access to Market Distribution Channels: Partnering with a prominent real estate company like us that is already in the market means access to several distribution channels. Channels that ensure the real estate property reaches its suited market faster.
That means investors can get their profit/payment faster after project completion.
- Project Appraisal
The first stage of any joint venture project will start with the appraisal. If a landowner is proposing to contribute a piece of land/real estate, we will organize a site visit to access the property's location, accessibility, and property availability.
We then conduct a feasibility study to establish the property's best use, the cost of development, the revenues, and the resulting potential returns from such investments.
Likewise, if you are planning to invest in our ventures, at this stage, you are entitled to site visitations and feasibility study of the project.
- Project Terms
At this stage, we (the developer) come up with the project terms and agreement. This agreement will include showing the proposed venture, the budget, the revenues, and payment/profit sharing.
The agreement proposal will stipulate the type of profit-sharing the investor has agreed upon. For land contributors, the payment/profit sharing can be in any of these forms.
- Upfront payment with the rest within a stipulated period.
- Upfront payment with a share in the profit from the developed project.
- Claims in the developed real estate within a specified period.
- An agreed amount to be given to the investor after a stipulated period.
If the investor has entered into a Joint venture Partnership, the profit-sharing/payment can be in any of these forms.
- A share in the developed real estate property
- An agreed payable amount within a stipulated period after the project completion
- A share in the revenue generated from the project after completion.
- Legal Process:
At this stage, the investors can consult with their legal advocates to review the project agreement. When the investor/landowner accepts the agreement's conditions, they are required to hand over the land's title deed and deed plans for verification by our legal representative.
Our legal representative will confirm the authenticity of the title deed, the actual ownership, and that the land is free from any form of conflict. After a thorough search has been carried out on the land and everything is in order. We can then proceed to the next stage.
- Signing of Agreement
The Joint Ventures Agreement (JVA) will outline:
- All the scenarios that can cause conflicts between the parties and how to handle these scenarios.
- The capital obligations of both parties
- The partnership management structure
- The right and responsibilities of each party
- The exit rights and transfer right concerning the sale/transfer of membership rights to the Joint venture
- The profit-sharing plan
- The downside protection for the land value contributed by landowner/investor.
Once the investor has agreed to the terms and conditions outlined in the agreement, we can both sign the contract.
- Transfer of Land
After the signing of the agreement, the landowner is under the obligation to give us the relevant documents required for the transfer of ownership, after which we can start all the necessary arrangements to start the project.
- Project Commencement
The project commences after we have sorted all legal and financial steps needed to make the project run smoothly is completed.
Our team of highly trained experts – architects, builders, civil engineers, and other professionals will handle the construction process begins work immediately. We will oversee all aspects of the construction process until the real estate property is completed.
After construction, we will handle all the post-construction activities to get the real estate up to marketable taste.
We also have an in-house management and marketing team that will take care of the real estate unit's selling and renting.
- Project Completion
Once the project is completed, our financial team will take over the handling of all financial activities. And the investors start getting their profit/payment based on the agreement in the Joint Venture agreement.
The Problems with Joint Ventures
The most significant risk and challenge investors can encounter with a joint venture is getting the right partner to facilitate their development process.
The second challenge is having the proper governance structure (JVA) in case of conflicts. Besides, most Joint Venture Agreements (JVAs) don’t offer enough protection or exit plan for investors in case of any downside.
With many years of experience starting and completing joint ventures, our team at Themple Court has the right expertise to handle all types of real estate development. Investors are sure of getting the best deal from joint venture projects with us.
Our Joint Venture agreement is designed to give investors the best deal and offer them protection in case of any conflict or downside. Our exit plan is quite flexible, with protection clauses intended to protect investors from any risk in case of any downside.
When it comes to real estate joint ventures, working with an established real estate firm is the easiest and least stressful way for investors to find a great deal while protecting themselves. Whether you are a landowner looking for a developer or a capital member willing to finance the development process, there is something for you.
Trusted real estate entities like the Themple court have the necessary expertise, experience, and connections to facilitate a real estate property development without running into any problems.
Are you looking for real estate joint venture opportunities as a landowner or an investor? To explore all joint ventures with Themple court, contact us at…