TELESEMINAR: Structuring Preferred Stock and Preferred Returns in Business and Real Estate Transactions – A National Perspective
April 16, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours
The first investors in or creditors of a company or real estate project often take a disproportionate share of risk that the venture will succeed. Those stakeholders, whether their capital exposure is in the form of equity or debt, often demand a preferential return – either that they get their money back first or their return be adjusted upward to reflect the increased risk they are taking. Preferred returns can be achieved with securities – preferred stock or warrants – or through certain contractual arrangements where early stakeholders receive cash payments after the company or real estate project achieves certain benchmarks. There are subtle but important differences in structuring preferential returns in C and S Corporations versus pass-through entities, and a host of drafting issues. This program will provide you with a real-world guide to techniques for structuring preferred returns, drafting considerations and general tax issues.
- Structuring and drafting preferred returns in business and real estate transactions
- Utilizing debt and equity structures for preferred returns
- Preferred returns in C and S corporations v. pass-through entities
- Securities techniques, including preferred stock and warrants, to achieve preferential returns
- Non-securities contractual arrangements – cash and “payment in kind” distributions
- Drafting issues – lockboxes, benchmarks, “hurdles” and more
Tyler J. Sewell, Morrison & Foerster, LLP, Colorado
Richard R. Goldberg, Ballard Spahr, LLP, Pennsylvania