Real Estate Private Equity Term Sheet for the United States

Real Estate Private Equity Term Sheet Template for United States

A Real Estate Private Equity Term Sheet is a preliminary document outlining the key terms and conditions for investment in a real estate private equity fund under U.S. jurisdiction. It serves as the foundation for more detailed legal documentation and typically includes investment strategy, fund structure, management fees, distribution waterfall, and key investor rights. While not legally binding (except for certain provisions), it represents the agreed-upon commercial terms between the fund sponsor and potential investors.

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What is a Real Estate Private Equity Term Sheet?

The Real Estate Private Equity Term Sheet is a crucial document used in the initial stages of fund formation and capital raising. It outlines the fundamental commercial and legal terms that will govern the relationship between the fund sponsor and investors. Used primarily in the United States real estate investment market, this document serves as a roadmap for subsequent definitive agreements, including the Limited Partnership Agreement and Subscription Documents. It typically includes details about investment strategy, target returns, fee structures, governance rights, and capital commitment requirements. While most provisions are non-binding, certain terms such as confidentiality and exclusivity may be legally enforceable.

What sections should be included in a Real Estate Private Equity Term Sheet?

1. Parties: Identification of the fund sponsor/manager and potential limited partners

2. Background: Overview of the investment strategy and fund objectives

3. Definitions: Key terms used throughout the term sheet

4. Fund Structure: Legal structure, domicile, and term of the fund

5. Investment Strategy: Detailed investment objectives, criteria, and limitations

6. Capital Commitments: Target fund size, minimum/maximum commitments

7. Management Fee: Fee structure and calculation methodology

8. Distribution Waterfall: Priority of distributions and carried interest structure

What sections are optional to include in a Real Estate Private Equity Term Sheet?

1. Co-Investment Rights: Terms for LP co-investment opportunities - include when offering co-investment opportunities to LPs

2. Key Person Provisions: Requirements regarding key personnel retention - include when specific individuals are crucial to the strategy

3. ERISA Considerations: Specific provisions for pension fund investors - include when accepting ERISA plan assets

What schedules should be included in a Real Estate Private Equity Term Sheet?

1. Investment Guidelines: Detailed investment criteria and restrictions

2. Fee Schedule: Detailed breakdown of all fees and expenses

3. Target Asset Schedule: List of identified investment opportunities, if any

4. Management Team Biographies: Background of key investment professionals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, and Regulation D (particularly Rules 506(b) and 506(c) for private placements)

State Securities Laws: State-specific regulations including Blue Sky Laws and state-specific private placement rules that govern securities offerings within individual states

Real Estate Specific Laws: Laws specifically governing real estate transactions including Interstate Land Sales Full Disclosure Act and Real Estate Settlement Procedures Act (RESPA), along with state-specific real estate regulations

Investment Vehicle Structure Laws: Legal frameworks governing business entities including Delaware Limited Partnership Act, state-specific LLC laws, and Internal Revenue Code provisions for REITs

Tax Considerations: Tax-related regulations including partnership tax provisions, REIT tax requirements, capital gains tax provisions, and state/local tax implications

ERISA Considerations: Regulations regarding pension fund investments, including ERISA fiduciary requirements and Plan Asset Regulations

Anti-Money Laundering: Compliance requirements under the Bank Secrecy Act and USA PATRIOT Act for preventing money laundering and ensuring transparent transactions

Investment Advisor Regulations: Requirements for investment advisor registration and compliance at both federal (SEC) and state levels

Consumer Protection Laws: Federal Trade Commission regulations and state consumer protection statutes designed to protect investor interests

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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