Summary of Joint Venture/Master Fee Agreement
Our business model is to gather together qualified cash buyers of distressed assets. The assets are real property, or notes secured by real property. We work with wholesalers with assets under contract, banks, hedge funds, and other parties to acquire the distressed assets in bulk and immediately resell the assets to our cash buyers.
We protect the identity of our cash buyers by providing a Verification of Funds (VOF) letter written by our attorneys in the total amount of the individual Proof of Funds (POF) letters of our cash buyers. We submit the VOF to the sellers (banks, hedge funds, etc.) in good faith to obtain a preferred position for early notification of distressed assets before those assets are advertised to the general public. By purchasing in bulk, we obtain significant discounts from our sellers.
Our sellers are highly motivated to work with us, because we can purchase their multiple distressed assets in a single transaction. The business model will often expose the identity of our cash buyers to the seller, unless we can arrange with the closing agent to provide “seller side” and “buyer side” HUD-1 settlement statements. In any case, we require our sellers to agree to a Joint Venture [JV] (also called a Master Fee Agreement [MFA]) to protect our investment in acquiring our list of cash buyers.
The JV/MFA is an agreement for non-circumvention, non-disclosure that requires the seller not to work directly with any parties that we introduce to the seller, even when that party may attempt to contact directly the seller at a later date for a different asset. Every time that the seller transacts with our buyer, our fee is due and payable at closing, regardless of whether that asset was presented through us to our buyer.
The seller presents distressed assets to us, and we submit those assets to our cash buyers. When a cash buyer elects to buy any of the assets, we will submit a purchase agreement and the JV/MFA to the seller. We may close the transaction with our cash buyers by assigning the purchase agreement, double closing, or simultaneous closing. The method of closing will not affect the net proceeds due to the seller, because our cash buyers pay all closing costs.
We do not submit “earnest money deposits”. Our cash buyers wire the purchase funds into escrow with their binding offer after they have completed their due diligence and are ready to buy the assets now. If the seller is unable to close, then the closing agent is authorized to return those funds without offset or deduction.
We look forward to working with you under this arrangement.
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