Structuring the Purchase and Sale of Partnership/LLC Interests in Private Equity Funds
LOIs, Due Diligence, Drafting the PSA, Negotiating Transfer Agreements, and Determining the Tax Ramifications of a Transfer
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will guide counsel on how to structure and document the secondary purchase and sale of a partnership or LLC interest in an investment fund. The panel will discuss letters of intent, due diligence of fund interests, legal issues in a purchase and sale agreement, legal issues in fund transfer agreements, and related tax issues.
Outline
- Secondary market for private equity investments: seller and buyer incentives
- Letters of intent: key issues and considerations
- Fund documentation due diligence
- Subscription agreement
- Fund governing documents and investor elections
- Side letter (if any)
- Purchase and sale agreement
- Purchase price adjustments
- Excluded obligations
- Material adverse change/delayed payments
- Transfer costs
- Representations and warranties
- Indemnification
- Fund transfer agreements
- Key considerations
- Indemnification
- Tax issues of the foregoing
Benefits
The panel will review these and other critical issues:
- What typically is included in a letter of intent between buyer and seller?
- Which provisions in the fund partnership agreement should be of particular concern to a secondary purchaser?
- How should seller's and purchaser's counsel address the tax ramifications of the transfer of a fund interest?
- Can the purchaser change the tax elections initially made by the seller?
- What are the issues to address in the purchase and sale agreement?
Faculty
Witold (Witek) Jurewicz
Partner
DLA Piper LLP (US)
Mr. Jurewicz concentrates his practice on domestic and international taxation. He provides a full complement of tax... | Read More
Mr. Jurewicz concentrates his practice on domestic and international taxation. He provides a full complement of tax services for U.S. and non-U.S. investors, advising on primary investments and secondary market transactions. Mr. Jurewicz has structured investments for U.S. and non-U.S. investors, with a focus on private equity, debt, real estate, operating businesses and alternative investments. He also advises fund sponsors on fund formation, structuring and mergers and acquisitions. Mr. Jurewicz has experience with tax-efficient structures for non-U.S. operations and investments, tax treaty planning and U.S. international tax reporting and compliance. He also advises investors and financial institutions and their clients on international tax enforcement initiatives, including the Foreign Account Tax Compliance Act (FATCA).
Close
Adam S. Tope
Partner
DLA Piper LLP (US)
Mr. Tope provides investment fund sponsors, investors and principals with creative, commercial and realistic advice... | Read More
Mr. Tope provides investment fund sponsors, investors and principals with creative, commercial and realistic advice relating to fund formation and secondaries transactions. He brings a global perspective to his clients, having represented managers and investors in dozens of jurisdictions. Mr. Tope's sponsor-side clients regularly include prominent secondaries firms, private equity and hedge fund managers, real estate managers, middle market managers and startup managers/spinouts. He advises these clients with entity formation, introductions to service providers, discussions with placement agents, drafting of offering memorandums, negotiations with investors and Investment Advisers Act and Investment Company Act compliance, as well as guidance on ongoing operational funds. Mr. Tope has extensive experience with secondaries transactions including GP-led restructurings, tender offers, stapled secondaries and sales and purchases of significant pools of fund interests. Adam also draws on his experience as a former computer programmer to advise fund managers forming cryptofunds.
Close