Form 15-1: Letter of Intent to Enter into Joint Venture
Form 15-1: Letter of Intent to Enter into Joint Venture to Develop a Shopping Center
(This comprehensive form covers the venture's capital structure, preferences, profit and loss sharing interests, additional and contingent capital contributions, distributions and reimbursement of developer's pre-development expenditures, fees and decision-making)
- Purpose of venture.
- Formation of venture.
- Term of Venture.
- Business plan: Capital, Net Cash Flow, Proceeds of Capital Transactions, developer and financial partner preferences, Unrecovered Capital, Pre-development Expenses.
- Profit and loss sharing interests.
- Initial capital contributions.
- Additional and contingent capital contributions (alternatives).
- Project loans.
- Assumption of liabilities.
- Profits and losses; adjustments.
- Distributions of Net Cash Flow (alternatives).
- Distributions of proceeds from Capital Transactions.
- Escrow and closing.
- Reimbursement of developer's pre-development expenses.
- Review of existing and proposed agreements, leases and approvals.
- Project loan commitment (if applicable).
- Tenant estoppel certificates (if applicable).
- Developer's representations and warranties regarding site and project.
- Major decisions.
- Managing venturer.
- Developer fees: Developer Overhead Fee, Leasing or Parcel Sale fees, Construction Fee and Management Fees after development and construction. (alternatives).
- Financial Partner's fee.
- Closing costs and pro-rations.
- Assignability; non-assignability.
- Duration of offer.
- Additional optional provisions.