《www.hygy1688.com衬塑复合管 涂塑复合管 钢塑复合管-Blending of concepts》.ppt

Blending of concepts First, think of transaction as a real estate sale Then, remember this is not a sale of assets, but the transfer of an interest in an operating business Finally think about special issues in GP interest sales Real estate transaction Normal legal / business points must be addressed Purchase price Deposit Due diligence process Representations by seller and buyer Closing date Remedies for defaults, failure to close Operating business issues In straight real estate sale, real estates assets are generally transferred free of prior liabilities (other than recorded liens) In GP interest sale, underlying partnership is an operating business with continuing liabilities which could affect new GP Partnership has other partners, especially tax credit LP, whose interests must be accommodated GP interest portfolios All, none or some Buyer would like to pick and choose “best” GP interests Seller wants to sell everything Compromise: Allow buyer to kick out agreed number of interests during due diligence After that, buyer must terminate entire transaction (in fact, parties will usually renegotiate) Consent required from limited partner LP will want new GP with experience, net worth LP may require modifications to GP guarantees, other deal terms, e.g.: Expansion of operating deficit guaranty More favorable post compliance LP exit strategy May be two LPs, may not be related to each other Federal tax credit investor State tax credit investor Regulatory consents HUD 2530 approval of new GP Modified TPA (transfer of physical assets) approval—potentially time consuming Credit agency Lender consents First mortgage lender New GP must meet underwriting criteria New GP’s affiliated management company must also be approved Assumption of loan guarantees, “key principal” liability Transfer fees and lender legal expenses Bond loans may require multiple consents—trustee, servicer, credit enhancer, bond holders “Soft money” and other subordinated lenders Co-general partner