How about thinking of it in terms of hierarchy? A JV will get you on par as
equal partner.
A management agreement would make them a client and you essentially an
employee.

Could you carve out a minority stake in the JV/New-Company, but be the
controlling manager?


*JEROME CHANG*

*www.BLANKSPACES.com <http://www.BLANKSPACES.com>*


On Wed, Apr 6, 2016 at 11:46 AM, Tom Lewis <[email protected]> wrote:

> Thanks Jerome.  Yes have plugged the numbers into my master spreadsheet
> that I use to run this space (with a modification to match the difference
> in local demand in the ratio of coworking/desks/office), and it's as you'd
> expect- I could just propose a management fee and make £XXXXX a year, or a
> JV and make from -£XXXX to +£XXXXXX a year.  It's all risk and return isn't
> it like any other business opportunity?
>
> I guess I'm trying to consider there a spectrum from pure "pay me a
> management fee" and "let's go 50/50"- and somewhere along that spectrum is
> a balance that works for me.  I've tried to look at it from their point of
> view- they have a building/space which they aren't going to lose whatever
> happens (though there is the opportunity cost of rent if they let me have
> it).  They've also got pretty much unlimited access to capital.  I've got
> the skills and the proof that I can make it work.  I'm guessing there's an
> element from their side of using a workspace element to smooth the way
> through the local authority planning process (ie "yes we're building a
> hotel but we're replacing lost commercial space too"), so I have a value
> there.  I just don't know whether to go in at 50/50, or 80/20, or with a
> commercial management fee plus less equity, or more equity and a subsidised
> fee.
>
> Aware that all of these are things I need to figure out myself, maybe just
> helps to think aloud!
>
> Cheers
>
> Tom
>
> On Wednesday, 6 April 2016 18:53:12 UTC+1, Jerome wrote:
>>
>> Congrats on this opp!
>>
>> Have you built a quick biz plan/pro forma to see what kind of #'s are
>> required? That'll help dictate whether you'll do a JV or management
>> agreement. In general, I think you should build in payment for your tech
>> and you, but you might consider a base payment/management fee plus a % of
>> the upside, whether that's thru equity or just gross revenue (a la
>> franchises)
>>
>>
>> *JEROME CHANG*
>>
>> *www.BLANKSPACES.com <http://www.BLANKSPACES.com>*
>> On Wed, Apr 6, 2016 at 10:39 AM, Tom Lewis <[email protected]> wrote:
>>
>>> Saw someone bumped an old thread about JVs and it's prompted me to reach
>>> out for some help/advice/thoughts about a major opportunity I have right
>>> now.  All opinions welcome!
>>>
>>> So, as many of you know, I run The Guild in Bath, UK- 3500 sq ft-
>>> established 2013- 150 members.  Full with a waiting list and negotiating on
>>> a new 12k space to grow into.  My obsession is automating all the boring
>>> stuff so my team can concentrate on making our members day from the moment
>>> they walk in.  I have never written a line of code in my life, and I use
>>> the miracle of Zapier together with a billion cloud based tools (most
>>> notably Nexudus and Podio).
>>>
>>> I've now got to the point where this place runs so well without me I
>>> don't actually need to come here.  I'm spending most of my time trying to
>>> open Guilds elsewhere, but it's a tough call right now here in the UK,
>>> which is having a major commercial property boom alongside a crazy law
>>> which allows anyone with a commercial property to convert it to residential
>>> without needing permission- so transferring rare commercial property into
>>> red hot residential property at a time that the UK is in a major
>>> residential bubble.  It's made property deals incredibly difficult for us,
>>> and more so given that there's now an added dimension here in Bath-
>>> developers are going crazy for student developments (we're a two university
>>> city), and even more commercial properties/offices are going away forever.
>>>
>>> Anyway, in the midst of all this I've been approached by someone who
>>> wants to do something with me .  This guy is major league.  I can't say
>>> who, but you will have heard of him- he's founder and head of a global
>>> fashion brand.  He came in when we opened and stayed in touch.  He's got a
>>> property fund, and specialises in creating mixed use developments
>>> (residential, hotels, offices, leisure on one site).
>>>
>>> So, this guy has aquired a plot of land and wants me to come up with a
>>> concept for a hub within a development they are proposing.  The inference
>>> is that if we can build something together in this first plot, then we'll
>>> be popping up whenever they develop other sites.  So whereas now it's a
>>> office, a hotel, a restaurant and a cinema, in future he'd drop in all that
>>> plus a Guild.
>>>
>>> I know the plot and the area is ripe for a coworking space.  The demand
>>> isn't an issue, and the model I've built here is sound.  It's a 9000 sq ft
>>> space, with 5m height in some areas, and that's all I've been given.
>>> Before we go any further, he's asked me what I'd do with it and on what
>>> basis.  I know these guys have worked on shared revenue/JV basis before,
>>> but I don't know on what exact basis, so I'm keen to come up with a
>>> sensible proposal.
>>>
>>> Given all that, does anyone have any similar experience, or advice on
>>> what to suggest.  Assume I know all my numbers, so that's not an issue, and
>>> profitability isn't an issue.  I don't have any capital, or the covenant to
>>> sign a straight lease, and this guy can help with both of those, either by
>>> providing a capital contribution or guaranteeing lease finance etc.  In
>>> return, I'm guessing we should create an SPV and do a profitability/equity
>>> split, right?  What I'm not so sure on is how that should work- should I
>>> build in payment for myself and my tech or should I leave that out as
>>> that'll shake out in the profit share, otherwise I'm double dipping?
>>> Should we go for rent free or would the landlord expect a rent from the SPV
>>> even though they are an equity partner?
>>>
>>> As I say, I appreciate this is something I need to get more formal
>>> advice on, but thought I'd just throw it out there, in case anyone can help
>>> with ideas or advice, or if there's anyone out there who could sell me some
>>> time/knowledge.
>>>
>>> Cheers
>>>
>>> Tom
>>>
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>>
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