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Form 15-1: Letter of Intent to Enter into Joint Venture

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)


 (16 pages)

  • Form addresses:

    • Purpose of venture.
    • Parties.
    • 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.
    • Contingencies.
    • Title.
    • 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.
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