Align sponsor and capital before the first dollar is committed.
A joint venture lives or dies on its structure. We help sponsors and capital partners agree on the waterfall, the promote, governance, and the exit — so the economics reward performance and the partnership holds together when the plan meets reality.
Economics that reward the right behavior
The point of a joint venture is to pair a sponsor's deal and execution with a partner's capital. The hard part is the economics — who gets paid first, what return the capital partner is promised before the sponsor shares in profits, and how the promote rewards genuine outperformance rather than a rising tide.
We build waterfalls that do that work. A preferred return that compensates capital for its priority, hurdle tiers that pay the sponsor a promote as performance clears each bar, and a catch-up and clawback that keep the split honest across the life of the deal. The numbers should make both parties want the same outcome.
Structure is more than the split, though. Governance — major decisions, approval rights, removal provisions — and the exit mechanics determine whether a partnership survives stress. We negotiate these terms so the relationship is durable, not just attractive on day one.
- Sponsors raising JV equity for a specific deal or program
- Capital partners evaluating a sponsor's proposed structure
- Recapitalizations and partner buyouts that need fresh terms
- Programmatic ventures across multiple acquisitions
- Anyone who wants the waterfall and governance to survive a downside
What we structure and negotiate
Equity waterfall
Return of capital, preferred return, and tiered hurdles built so distributions follow a logic both sides understand and can model.
Promote and hurdles
A promote that pays the sponsor for clearing real performance bars, with catch-up and clawback provisions that keep the split fair through exit.
Preferred return
Setting the rate, compounding, and current-versus-accrued mechanics so the capital partner is fairly compensated for its priority position.
Governance rights
Major-decision approvals, reporting obligations, and the line between day-to-day control and partner consent — defined before there's a disagreement.
Removal and protection
Removal triggers, cure rights, and capital-call mechanics that protect both parties without handing either a hair-trigger.
Exit and buy-sell
Refinance, sale, and buy-sell provisions so there's an agreed path to liquidity and a clean way to part if interests diverge.
How we work
Define each side's objectives
We clarify what the sponsor and the capital partner each need — return, control, liquidity, timing — so the structure solves for both rather than favoring whoever drafted first.
Model the waterfall
We build the distribution waterfall and test it across base, upside, and downside cases, showing exactly how dollars flow and who is incentivized to do what.
Negotiate the terms
We translate the agreed economics into a term sheet — promote, hurdles, governance, exit — and negotiate the points that actually move alignment.
Coordinate documentation
We work alongside counsel so the operating agreement reflects the deal terms precisely and nothing is lost between the term sheet and the documents.
Why structure decides the partnership
- A waterfall both parties can model and trust
- Promote tied to real outperformance, not market drift
- Governance that prevents deadlock without disabling the sponsor
- Removal and cure rights calibrated, not punitive
- An agreed path to liquidity built in from the start
- Terms stress-tested against a downside before signing
Structuring a joint venture?
Tell us about the deal and the partners. We'll respond with a direct view on the waterfall, the promote, and the governance terms worth fighting for.