DEAL BUILDER · PUBLIC PREVIEW
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REAL ESTATE / DEAL STRUCTURING · RESERVE MEMBER ACCESS

Deal Builder — Real Estate Structuring & Economics

Top-tier modeling environment for sophisticated practitioners. Build the capital stack, configure the distribution waterfall, classify debt under § 752, configure § 704(b) and § 704(c) allocations (with all three methods compared side-by-side), layer state tax overlays, run sensitivity, and export a term sheet — all in one place. Designed for real estate principals, developers, sponsors, and the counsel and CPAs who advise them. Used inside the firm; available to RESERVE members.

RESERVE
Member Tool
The full Deal Builder is only for Donovan Legal RESERVE members.

RESERVE members access the full tool through their member dossier at /reserve/, behind firm authentication. If you would like to engage the firm at the RESERVE tier or have us run a deal through the tool for you, contact us directly.

RESERVE Membership → Contact the Firm

What the Deal Builder Does

Capital Stack

Unlimited member classes with independent capital, preferred return rate, profit share, loss share, voting rights, and transfer restrictions.

  • Class A, B, C, D… with custom labels and color-coded badges
  • Guarantor LP class with enhanced pref and guaranty fee support
  • Sponsor / GP class with promote-only economics
  • Senior debt + member debt + mezzanine tracked separately
  • Real-time LTC, equity %, and capital stack totals

Waterfall Engine

Configure the distribution mechanics with the precision a modern deal requires.

  • American (deal-by-deal) and European (fund-level) styles
  • Multi-class preferred return (cumulative simple, compound, non-cumulative)
  • Multiple promote tiers with IRR or MOIC hurdles
  • GP catch-up: 50/50, 80/20, or full to sponsor target
  • Clawback (full, partial, with interest, minimum return threshold)
  • Per-tier trace showing dollars and remaining pool

Debt under § 752

Member debt classification and allocation, integrated with the deal economics.

  • Nonrecourse, recourse, qualified nonrecourse financing under § 465(b)(6), and partner nonrecourse debt under Reg. § 1.704-2(b)(4)
  • Senior construction loan + mezzanine + member loan stacking
  • Interest carry computed off average outstanding balance
  • Treatment notes per classification surfaced inline

Governance & Provisions

Capture the structural framework that becomes the operating agreement.

  • Manager-managed, board-managed, member-managed, or sponsor-as-GP
  • Major decision matrix with required vote threshold
  • ROFR, ROFO, tag-along, drag-along, buy-sell, put/call, key-man
  • Promote clawback with personal guaranty

State Tax Engine

50 states plus DC with marginal income tax rate, capital gains rate, and conformity flags for § 168(k) bonus, § 163(j) interest limitation, § 461(l) excess business loss, and § 199A QBI. PTET election availability flagged where applicable.

Results, Sensitivity, Export

Verdict card with PENCILS / MARGINAL / DOES NOT PENCIL output. Sources & uses table. Returns by class with MOIC and IRR. Waterfall trace tier-by-tier. 5×5 sensitivity heat map flexing exit price and hold period. Structural diagram. Notes engine surfacing securities, § 752, dealer-property, and state-conformity issues automatically. Save / load JSON, print summary, export term sheet for circulation.

Deal Structures Supported

Operating LLCSingle-asset SPV
Joint VentureSponsor + LP(s)
FundMultiple LPs
Master-FeederOnshore + offshore
Series LLCMulti-asset isolation
Private REIT§ 856 closely-held
Public REITListed
UPREITREIT + OP
DownREITProperty-specific OP
QOF§ 1400Z-2 fund
QOZBQOZ business
TICRev. Proc. 2002-22
DSTRev. Rul. 2004-86
Ground LeaseFee + leasehold
Cooperative§ 216 housing
+ more…Phase II–IV

Build Schedule

Six phases. Phase I is live to RESERVE members today. Each subsequent phase deepens capability on a discrete dimension — allocation engines, blocker structures, REIT and OZ compliance, structural diagram editor, and tax-overlay refinements.

Phase I · Live

Core Deal Economics

Capital stack, waterfall engine, member debt, governance, state selector, sensitivity, save/load, term sheet export.

Phase II · Build

§ 704(b) and § 704(c)

Targeted capital accounts vs. substantial economic effect; traditional, curative, and remedial § 704(c) methods compared side-by-side.

Phase III · Build

Blockers · FIRPTA · UBTI

Domestic and foreign corporate blockers, REIT-blocker for tax-exempts, FIRPTA at the investor level, § 514 UBTI with fractions rule.

Phase IV · Build

REIT · OZ · TIC Compliance

Full REIT income/asset/distribution engines, QOF 90% test, QOZB 70% test with working capital safe harbor, TIC Rev. Proc. 2002-22 conditions.

Phase V · Build

Org Chart & PDF Export

Interactive drag-and-drop structure editor with blocker entities, parallel feeders, tax-classification badges. Branded PDF export with methodology footnotes.

Phase VI · Build

Tax Overlay Refinements

§ 163(j), § 461(l) with 2026 threshold, § 199A with rental safe harbor, multi-state apportionment and sourcing, PTET modeling by jurisdiction.