JV structure memo
A structure memo covering SPV architecture, cap table, water-fall, exit mechanics, and the land-valuation methodology. Reviewed and signed by all partners.
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We work with land-owners, operating partners, and capital providers to structure joint ventures where land is a primary contribution. The structure is documented before any capital moves, the cap table is set at the first board meeting, and the operating agreement survives the next change in management.
Most JV failures do not come from a bad market. They come from a structure that did not anticipate the day a partner wanted to exit, transfer, or dilute. Land-as-equity compounds the problem: a 10-acre contribution is worth different amounts to the operating partner, the capital provider, and the tax authority.
The first structural decision: how the land is valued, how the equity is issued, what happens on a sale or refinancing: needs to be made before the SPV is incorporated. Once the partners are committed, the structure cannot be re-opened without a fight.
We do the structuring work upfront. The SPV, the operating agreement, the cap table, the water-fall, the land-valuation methodology, and the exit mechanics: all written into a structure memo that the partners sign before the first board meeting.
Every deliverable is documented. Every document survives the next sales hire, the next regulatory change, and the next board meeting.
A structure memo covering SPV architecture, cap table, water-fall, exit mechanics, and the land-valuation methodology. Reviewed and signed by all partners.
Operating agreement drafted for the specific JV, including governance, reserved matters, transfer restrictions, and tag-along / drag-along clauses.
A documented land-valuation protocol agreed by all partners, with the named valuer, the methodology, and the re-valuation triggers.
Incorporation, tax registrations, banking, and statutory filings for the SPV and any required holding entities.
Board composition, reserved matters list, and the first 12 months of board calendars. The principal sees one set of minutes, one set of resolutions.
Quarterly governance review with all partners. Cap table water-fall updated at each review.
The first conversation is structured. The structure memo is written. The operating company is incorporated. The quarterly governance begins.
A 2-week read on the partners, the land, the operating plan, and the capital. The output is a written read on whether the JV can be structured.
A structure memo covering SPV, cap table, land valuation, operating agreement, and exit. Reviewed with all partners before the engagement letter is signed.
SPV incorporation, operating agreement execution, first board, and the operating team in place. Typically 3–5 months from signed engagement.
Quarterly governance reviews, cap table water-fall, and the first exit or scale-out plan written in month 12.
A 45-minute partner briefing is the right starting point. Bring the cap table you have in mind, the operating plan, and the land documentation. We will give you a written read on whether the structure is right.