
Co-GP Investments
NetLeaseX Capital provides co-GP equity capital solutions that enable real estate sponsors to scale their platforms and assets under management. In a challenging capital environment marked by elevated interest rates and tighter lending conditions, our programmatic co-GP investment structure creates a mutually advantageous partnership by funding up to 80% of your sponsor capital requirements. This flexible solution allows you to maximize your returns while spreading your capital across multiple investments for greater diversification and is ideal for:
- “Shovel-ready” development projects
- Value-add opportunistic projects
The Current Market Opportunity
Commercial real estate is experiencing a significant evolution in capital structuring, marked by the rising prominence of co-GP models. With traditional institutional investors facing allocation constraints and some adopting more cautious stances, family offices and high-net-worth individuals (HNWIs) are increasingly stepping in as crucial alternative capital sources. These non-institutional investors are drawn to co-GP structures because they offer greater control, transparency, and potentially higher returns than traditional Limited Partner positions. Our co-GP structure bridges this gap by providing sponsors with essential tools for growth and risk management while offering investors access to potentially higher returns through promote participation.
Benefits for Sponsors
- Increase capacity: Pursue more deals and/or larger deals than would otherwise be possible with your available capital
- Share the risk: Distribute financial risk across multiple partners while maintaining operational control
- Access expertise: Leverage our extensive industry connections and capital markets knowledge
- Maintain your economics: Preserve your sponsor promote and fee structures while bringing in reliable capital partners
- Focus on operations: Spend less time raising capital and more time executing your business plan
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NetLeaseX Capital and its co-investors will invest up to 80% of the sponsor’s, or GP, investment. The sponsor will receive a credit for all funds invested in the project to date towards the sponsor’s portion of the GP investment. In addition, the sponsor will be required to guarantee repayment of the senior debt and be liable for any nonrecourse carveouts, environmental indemnities and/or completion guaranties.
By maximizing project leverage, sponsors can scale their platforms and assets under management. In addition to providing co-GP capital, we’re able to access preferred equity and/or senior debt financing for your projects as well.
Our Co-GP Investment Structure
- Investment Amount: $500,000 minimum, no maximum
- Investment Structure: Preferred membership interest in the ownership entity
- Preferred Return: 10% per annum, cumulative from investment date
- GP Contribution: Approximately 20% of the total equity investment for which the sponsor receives the same 10% preferred return as the other members in the LLC and is in a first loss position relative to the preferred equity and co-GP’s interests.
- Common Interests: The co-GP investor will receive a proportional percentage of the sponsor’s common membership interest in the development entity for a nominal amount, as consideration for their co-GP investment in the sponsor’s project. For example, if the GP investors would own 50% of the common membership interest and the co-GP investor invests 50% of the total GP investment, the co-GP investor will own 25% of the common membership interest in the project. In addition, the co-GP investor will receive a proportional amount of any fees and costs authorized to be paid to the sponsor in the project, though this proportion is typically negotiated to be lower than their equity contribution percentage to reflect the sponsor’s “sweat equity” in sourcing, managing, and executing the deal.
- Leverage: Low cost first mortgage debt from a third party lender is needed. Ideal leverage is 60 to 70%. We can arrange the senior debt at a very competitive rate and terms if you need help in doing so.
- Development Entity Distributions: Net cash flow from the operation and resale of the project will be applied in the following priority:
a. Pay debt service on any project-related loans;
b. Pay 10% per annum cumulative preferred return to the preferred equity investor;
c. Redeem the preferred equity investor’s Class A preferred membership investment;
d. Pay 10% per annum cumulative preferred return to the co-GP investor;
e. Redeem the co-GP’s Class B preferred membership investment;
f. Pay 10% per annum cumulative preferred return to the sponsor;
g. Redeem the sponsor’s Class C preferred membership investment, and
h. After all of the preferred membership interests have been redeemed (and all cumulative preferred returns have been paid), all remaining cash flow from the operation and resale of the project will be distributed to the preferred equity investor, co-GP investor and the sponsor as the holders of the common membership interests.
- Term of Investment: Maximum 5 years
- Product Types: All real estate types, including land
- Market: Nationwide
- Decision Making: Major decisions (e.g. termination of manager, sale, or refinance) require the preferred equity investor’s approval. Co-GP investors typically negotiate approval or consultation rights at least equivalent to those granted to the preferred equity investor.
- Senior Loan Recourse: The sponsor will be solely responsible for submitting financial statements and any necessary loan recourse and personal guarantees to the senior lender.
- Preferred Investment Recourse: Non-recourse, except for standard carve-outs. A completion guaranty may be required on development or rehab projects.
- Closing: Typically, 4 weeks. However, as fast as 10 days from the date of receipt of all requested due diligence items
Typical Co-GP Deal Profiles
- Value-Add Multifamily: Properties requiring significant renovation or repositioning
- Ground-Up Development: New construction projects with strong market fundamentals
- Opportunistic Investments: Properties requiring significant operational turnaround or repositioning
- Industrial/Logistics Facilities: Strategically located distribution or manufacturing centers
- Medical Office Buildings: Healthcare facilities with strong tenant profiles
Partner With NetLeaseX Capital
Ready to scale your real estate platform with co-GP capital? Contact Ron Zimmerman at (513) 621-1031, via online chat on this website, or email us with your project summary at ronz@netleasex.com. You can also review our Due Diligence Submission List and Underwriting Loan Guidelines for various property types.
In a market characterized by capital constraints and evolving investor demands, our co-GP structure offers a strategic advantage. By partnering with NetLeaseX Capital, you gain access to flexible capital solutions, risk-sharing capabilities, and the ability to pursue larger or more complex projects than your internal resources might otherwise allow.
Using Preferred Equity to Increase Real Estate Investors’ Leverage and Enhance Returns
White Paper
Original: September 2022
Updated: October 2024
This whitepaper discusses how NetLeaseX works with real estate investors to structure investment relationships with “below the radar” high net worth investors, family offices, registered investment advisors, equity funds, and institutional investors to help such investors, including non-institutional sponsors and even new sponsors who lack financial resources, to raise preferred equity so that they can close more deals and earn more fees.
Strategize With Preferred Equity
The Scotsman Guide
December 2018
This article gives an overview on how real estate investors can increase leverage by raising preferred equity to fill the gap between the amount an investor can raise in senior debt financing and the sponsor’s equity investment. This article further discusses various ways preferred equity investments can be structured including, for example, creating one or more tiers, waterfall priority order (e.g. A/B structure vs. pari passu), recourse, repayment schedules, control rights, and capital shortfall requirements.
The Power of Stretch Loans for Family Office Investors
This article explores how commercial real estate investors can secure custom stretch loans from high net worth and family office investors, combining senior debt and preferred equity features to obtain high-leverage, short-term bridge financing with favorable pay rates.
Famcap.com | May 2024
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Throw Out A Lifeline
The Scotsman Guide
July 2020
This article discusses how real estate investors may be able to raise rescue financing to cover operating losses and/or mortgage payments during the Covid-19 crisis. Raising rescue financing is especially important for real estate investors who may face substantial liability due to personal loan guarantys if their lender were to foreclose; thus, triggering a forced sale at a fire-sale price.
Ride To The Rescue
The Scotsman Guide
August 2020
As a follow-on article to “Throw Out A Lifeline”, this article discusses how rescue financing, in effect, works like bridge equity, a temporary infusion of cash from an investor that well eventually be bought out via refinancing or sale when real estate markets normalize. This article further lists various ways how rescue financing can be structured both as debt and equity investments.
NetLeaseX Capital Offers Family Offices Direct Access to Rescue Financing Investments in Real Estate
Famcap.com
October 2023
This article discusses how family offices and other sophisticated real estate investors can access NetLeaseX’s platform to freely review NetLeaseX’s pre-screened, “investment-ready” transactions, including rescue financing, preferred equity and co-GP investment opportunities. The article further discusses why NetLeaseX believes that a better way to invest in commercial real estate in today’s market is to provide rescue financing to sponsors, particularly in multifamily.