Solar Securitization: The Emergence of a New Funding Structure
|
|
- Bryce Barker
- 5 years ago
- Views:
Transcription
1 Presenting a live 90-minute webinar with interactive Q&A Solar Securitization: The Emergence of a New Funding Structure Leveraging Alternative Financing Without Jeopardizing Existing Investor Tax Breaks WEDNESDAY, APRIL 13, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Andrew C. Coronios, Partner, Chadbourne & Parke, New York Eli M. Katz, Partner, Chadbourne & Parke, New York Gary P. Blitz, Esq., Senior Managing Director, Aon Transaction Solutions, New York Stephen J. Viscovich, Managing Director, Credit Suisse Securities, New York The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.
2 Tips for Optimal Quality FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial and enter your PIN when prompted. Otherwise, please send us a chat or sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.
3 Continuing Education Credits FOR LIVE EVENT ONLY In order for us to process your continuing education credit, you must confirm your participation in this webinar by completing and submitting the Attendance Affirmation/Evaluation after the webinar. A link to the Attendance Affirmation/Evaluation will be in the thank you that you will receive immediately following the program. For additional information about continuing education, call us at ext. 35.
4 Program Materials FOR LIVE EVENT ONLY If you have not printed the conference materials for this program, please complete the following steps: Click on the ^ symbol next to Conference Materials in the middle of the lefthand column on your screen. Click on the tab labeled Handouts that appears, and there you will see a PDF of the slides for today's program. Double click on the PDF and a separate page will open. Print the slides by clicking on the printer icon.
5 Solar Securitizations: Emergence of a New Funding Structure Eli Katz, Chadbourne & Parke LLP Andrew Coronios, Chadbourne & Parke LLP Steve Viscovitch, Managing Director, Credit Suisse Securities Gary Blitz, Senior Managing Directing, AON Transaction Solutions CPAM:
6 Agenda Solar Financing Landscape Role of Securitization Basics of a Securitization Securitizations without Tax Equity Securitizations with Tax Equity Risk Mitigation Key Risks Future of Solar Securitization 6
7 7 General Overview
8 Solar Financing Landscape Solar is largely deployed in the US with a third party ownership model Tax benefits in solar (30% ITC; accelerated depreciation) require tax equity structures Partnership flips Lease Pass-throughs Sale-leasebacks In the distributed solar sector, systems are increasingly financed through solar loans Borrower uses tax credits No third party ownership model necessary 8
9 Solar Financing Landscape (Cont d) Optimal capital structures in solar financings often involve non-recourse financing at entity above the tax equity (i.e.,back-leverage) Back-leverage does not subordinate tax equity Does not risk ITC recapture; o o Transfers Entity Foreclosure Avoids complex inter-creditor terms and attracts more tax equity sources; Back-leverage is non-recourse debt secured by the developer s cash equity position in a solar system; More expensive than project level debt Shorter tenors (7-10 years) Still involves negotiation with Tax equity provider 9
10 The Securitization Markets Securitization is a technique to pool assets (usually financial receivables) into a special purpose vehicle which then issues securities to investors Auto loans Credit card receivables Home mortgage loans A securitization vehicle has a number of advantages: Cheaper cost of capital Risk diversification to investors Public rating increases pool of investors Tends to work best with assets that have/are: Predictable cash flows Long and Successful track record Easy to administer Highly fungible 10
11 How it works: basic securitization structure be Obligors Contracts creating assets (e.g., loans) Originator Obligor Payments Cash Sweep Issuer Lockbox Servicing Agreement Pledge of all assets Excess Cash Flow Excess Cash Flow Issue Issuer (SPE) Issue True sale of assets Notes Delivery of Contracts Back-up Servicing Agreement Notes Custodian Back-up Servicer Indenture Trustee Issue ABS Investors P+I Payments 11
12 Solar Securitizations Securitizations in solar are primarily aimed at leveraging cash flows from cash equity or customer loans Focused on the residential solar market Fungible assets Standardized documents Financing easily fits consumer receivables; Solar C&I segment continues to explore use of this financing vehicle Can be viewed as a substitute for back-leverage debt 12
13 Key Deal Terms 7 solar securitizations have closed so far All transactions have been comprised of all or mostly residential solar assets Over $800MM raised Close to 450Mw Some transactions have contained both A and B Tranches Advance Rates ranging from low 60 s to high 70 s Blended yields of low 4 s to low 6 s Minimum Fico Scores in underlying contracts well over 700 Maturity less than 10 years across recent deals. 13
14 Securitizations to Date Issue Interest Rate Tenor Rating Pricing Date SolarCity LMC I $54,425,000 Structure % Resi 4.800% 13 Years S&P BBB+ 11/13/13 Directly owned 71% SolarCity LMC II $70,200,000 SolarCity III $201,500,000 SunRun $111,000, % 8 Years ARD 4.026% (A) / 5.45% (B) 8 Years ARD 4.400% (A) / 5.38% (B) 9 Years ARD S&P BBB+ 04/03/14 Directly owned 87% S&P BBB+ /BB 07/25/14 Inverted lease 100% KBRA A/BBB 07/01/15 Inverted lease 100% SolarCity IV $123,500, % (A) / 5.58% (B) 6.5 Years ARD KBRA A/BBB 08/07/15 Partnership flip 100% AES/MS $100,000,000 [TBA]%(A) / [TBA]%(B) [TBA] 10 Years ARD KBRA BBB/B 30% SolarCity FTE 1 $185,000, % (A) / 6.85% (B) 6.25 Years ARD S&P BBB+ / NR KBRA BBB / BB 01/13/16 Customer loans 100% SolarCity LMC V $57,450, % (A) / 7.50% (B) 6 Years ARD S&P BBB+ / BB KBRA BBB+ / BB+ 02/29/16 Inverted lease / directly owned 100% 14
15 15 Solar Securitization Basics
16 Key Requirements Consistency of assets Similarities in credit quality, term, documentation Critical mass of assets Securitization require sufficient pool size to justify transaction costs Overcollateralization Repeatable and scalable Servicing and O&M Requirements Structure Requirements See prior slide regarding SPE status and security/control over cash flow Inspecting Engineer s Report Reporting Servicer reports covering not only financial performance of the assets, but also defaults, restructurings, casualty, inverter replacement, other repairs, panel performance etc. Company infrastructure 16 Institutional commitment to build the whole company to support securitization
17 Basic Terms Minimum FICO ratings for individual residential customers and investment grade or equivalent ratings for non-residential customers originated in compliance with consumer finance regulations O&M provider to cover production and performance guarantees and equipment replacement Reserves o o Liquidity reserve Inverter replacement reserve Debt service coverage ratio o o First trigger traps excess cash flow in DSCR reserve Second trigger at lower DSCR causes early amortization event all excess cash flow applied to pay down principal 17
18 Basic Terms cont. Advance rates from 60 s to 70 s as % of discounted cash flows Ratings limitations - because of limited operating history S&P expects ratings to be constrained to low investment-grade for the near future 18
19 Securitization Without Tax Equity 19
20 How it works: solar securitization - no tax equity Host Customers Contracts (20 years) Install PV Systems Developer Host Customer Payments Cash Sweep 20 Issuer Lockbox Management Agreement Pledge of all assets Excess Cash Flow Issue true sale of contracts and PV Systems Contracts Custodian Issuer (SPE) Excess Cash Flow Issue Indenture Trustee Notes Delivery of Manager Transition Agreement Notes Issue P+I Payments Transition Manager ABS Investors
21 Securitization With Tax Equity 21
22 Interplay with Tax Equity Early deals were done with cash grants avoiding issues with tax equity Securitizations are not a replacement for tax equity Tax equity will generally require (i) some cash flow; (ii) ITC recapture protection; (iii) Sponsor protection on tax basis Contractual interplay with tax equity is similar to back-leverage lender Cash flow sweeps Indemnities Securitization with certain tax equity structures such as inverted leases can be structured to avoid issues with tax equity with consent of tax equity (LMC III & LMC V; SunRun) Securitizations with other tax equity structures such as partnership flips can be structured to accommodate existing tax equity requirements (LMC V) 22
23 Host Customer Payments 23 How it works: solar securitization with tax equity inverted lease Maintenance Services Agreement Rent Host Customers Lease Lockbox Lessee Security Agmt Lessee Contracts Install PV Systems Lease / Assgt of Contracts Management Agreement Pledge of all assets Excess Cash Flow Excess Cash Flow Developer Original Lessor Issue Issuer (SPE) Issue Indenture Trustee true sale of lease and lessor rights in contracts and PV Systems Custodian Notes 100% equity Delivery of Contracts Manager Transition Agreement Notes P+I Payments Issue Transition Manager ABS Investors
24 How it works: solar securitization with tax equity partnership flip Developer ABS Investors Notes P+I Payments Issue Managing Member Distributions Indenture Trustee True Sale (Class A Membership Interests of each Managing Member Notes Excess Cash Flow Issue Excess Cash Flow Issuer (SPE) Sole Member Issue Custodial Agreement Manager Transition Agreement Custodian Transition Manager Managing Member No. 1 Tax Equity Investor No. 1 Managing Member No. 2 Tax Equity Investor No. 2 Managing Member No. 3 Tax Equity Investor No. 3 Managing Member No. 4 Tax Equity Investor No % Class A Member 100% Class B Member 100% Class A Member 100% Class B Member 100% Class A Member 100% Class B Member 100% Class A Member 100% Class B Member Managing Member Distributions Financing Fund No. 1 Managing Member Distributions Financing Fund No. 2 Managing Member Distributions Financing Fund No. 3 Managing Member Distributions Financing Fund No. 4 Host Customer Payments Host Customer Payments Host Customer Payments Host Customer Payments Host Customers Host Customers Host Customers Host Customers 24
25 Risk Mitigation 25
26 Tax insurance What is tax insurance? Tax liability or tax opinion insurance can help a company reduce or eliminate an unwanted or contingent liability arising from a successful challenge by the I.R.S. or a foreign or state and local tax authority of a company s tax treatment of a current, pending or historical transaction or investment. What is covered? Failure of the insured to achieve the expected tax treatment in a transaction (M&A, lease, partnership or financing transaction) or an existing/ongoing corporate tax issue U.S., state, local or foreign taxes Retroactive change in law Tax, contest costs, interest, penalties and gross-up 26
27 ABS Transaction Mitigate Cash Sweep Scenario 1 Normal cash flow - basis is respected by IRS Tax Equity Investor Issuer Securitization Investor 35% 65% Normal Cash Flow Project Co Normal Cash Flow Note: Percentages are illustrative 27
28 ABS Transaction Mitigate Cash Sweep Scenario 2 Same as Scenario 1 except Basis is not respected by IRS (Final Adjudication); Issuer indemnifies Tax Equity Investor Tax Equity Investor Issuer Securitization Investor 35% ` 65% Normal Cash Flow Project Co Normal Cash Flow 28
29 ABS Transaction Mitigate Cash Sweep Scenario 3 Same as Scenario 2, except Issuer fails to indemnify Tax Equity Investor Tax Equity Investor Issuer Securitization Investor Greater than 35% Less than 65% Increased Cash Flow Project Co Decreased Cash Flow due to Cash Sweep 29
30 ABS Transaction Mitigate Cash Sweep Scenario 4 Same as Scenario 3 except Tax Insurance replacing the Cash Sweep Tax Equity Investor Issuer Securitization Investor Greater than 35% Less than 65% Insurance Policy Proceeds Increased Cash Flow Project Co Decreased Cash Flow to Issuer; insurance proceeds to securitization investor 30
31 31 Key Risks
32 Solar Asset Risks Limited historical data Customer default and recovery rates O&M performance o Variability of costs over tenor of transaction o Production and performance guarantees o Panel, inverter and other equipment warranties o Inverter replacement o On-going system maintenance o O&M provider default: back-up or transition servicing Contract rate renegotiation risks o Prevailing utility rates compared to contract escalation provisions o Net metering (excess electricity sold into the grid) o Competitors solar contract rates Technological Casualty risk 32
33 Structure Risks Learning curve for investors Concentration risks Residential - market C&I obligor and market Tax Equity Inverted Lease Liens on assets Investors more easily understand lessee risks (e.g., bankruptcy of lessee) Subordination of tax basis adjustment risk to securitization (SolarCity III and SunRun) Tax Equity Partnership Flips No liens on assets structural subordination Bankruptcy risks of partnership and managing member Obligations between tax equity investor and developer managing member Tax basis adjustment risk - mitigated through tax loss insurance policy Flip dates / option to purchase tax equity investor s interest Liquidity risks 33
34 Pros/Cons - Securitization Lower advance rate than back-leverage debt Credit standards are tighter Lower cost of capital More flexibility to spread risk through tranching mechanics Larger pool of investors Priming pump for when ITC expires. 34
35 The Future of Solar Securitization Will the product expand beyond residential solar? Solar C&I Document standardization Credit rating of offtakers Can the product co-exist in the long term with tax equity? Is there a need for the product while back-leverage terms remain hospitable? 35
36 Thank You Eli Katz, Chadbourne & Parke LLP Andrew Coronios, Chadbourne & Parke LLP Steve Viscovitch, Managing Director, Credit Suisse Securities Gary Blitz, Senior Managing Directing, AON Transaction Solutions 36
Solar Securitization: Leveraging Alternative Financing Without Jeopardizing Existing Investor Tax Breaks
Presenting a live 90-minute webinar with interactive Q&A Solar Securitization: Leveraging Alternative Financing Without Jeopardizing Existing Investor Tax Breaks TUESDAY, MAY 2, 2017 1pm Eastern 12pm Central
More informationUsing Inverted Leases to Finance Renewable Energy Projects
Presenting a live 90-minute webinar with interactive Q&A Using Inverted Leases to Finance Renewable Energy Projects Evaluating Tax Risks, Navigating Structural Variations, Leveraging Pass-Through Election
More informationRenewable Energy and Corporate PPAs: Overcoming Regulatory, Financing, Intercreditor, Tax Challenges
Presenting a live 90-minute webinar with interactive Q&A Renewable Energy and Corporate PPAs: Overcoming Regulatory, Financing, Intercreditor, Tax Challenges WEDNESDAY, JULY 20, 2016 1pm Eastern 12pm Central
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Transactional Risk Insurance in M&A: Reps and Warranties, Contingent Liability and More Leveraging Insurance to Allocate Risk and Protect Deal Value;
More informationUsing Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors
Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JANUARY 26, 2017 1pm Eastern
More informationCompletion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors
Presenting a live 90-minute webinar with interactive Q&A Completion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors TUESDAY, MARCH 6, 2018 1pm Eastern 12pm Central 11am Mountain
More informationCommercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues
Presenting a live 90-minute webinar with interactive Q&A Commercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues Structuring Lease Provisions to Require
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Brian E. Hammell, Esq., Sullivan & Worcester, Boston
Presenting a live 90-minute webinar with interactive Q&A Buy-Sell Agreements for Corporations and LLCs: Drafting Stock Redemption, Cross-Purchase and Mixed Agreements Navigating Complex Corporate, Tax,
More informationProperty Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties
Presenting a live 90-minute webinar with interactive Q&A Property Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties Navigating Fees and Expenses,
More informationAllocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants
Presenting a live 90-minute webinar with interactive Q&A Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants Structuring Pass-Throughs, Exclusions,
More informationCreatively Completing The Capital Stack: Real Estate GP Private Equity Funds
Presenting a live 90-minute webinar with interactive Q&A Creatively Completing The Capital Stack: Real Estate GP Private Equity Funds Structuring Key Deal Terms Regarding Distribution, Sharing of Promote
More informationAllocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation
Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation Structuring Lease Provisions
More informationQDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans
Presenting a live 90-minute webinar with interactive Q&A QDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans Strategies for Family Law Practitioners to Help Ensure
More informationERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process
Presenting a live 90-minute webinar with interactive Q&A ERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process TUESDAY, NOVEMBER 14, 2017 1pm Eastern
More informationDistressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements
Presenting a live 90-minute webinar with interactive Q&A Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements Curing and Addressing Financial
More informationClearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure
Presenting a live 90-minute webinar with interactive Q&A Clearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure Identifying and Resolving Common Title Defects
More informationExercising Setoff and Recoupment Rights in Bankruptcy
Presenting a live 90-minute webinar with interactive Q&A Exercising Setoff and Recoupment Rights in Bankruptcy Mutuality of Obligation; Disputed Transactions; Relief From Automatic Stay TUESDAY, NOVEMBER
More informationKey Commercial Lease Provisions and SNDAs That Concern Lenders in Mortgage and Leasehold Financing
Presenting a live 90-minute webinar with interactive Q&A Key Commercial Lease Provisions and SNDAs That Concern Lenders in Mortgage and Leasehold Financing Identifying and Correcting Red Flags That Negatively
More informationInterest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans
Presenting a live 90-minute webinar with interactive Q&A Interest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans Understanding Pricing and Trade Confirmations,
More informationStructuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers
Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers Avoiding Unintended Consequences
More informationStructuring Preferred Equity Investments in Real Estate Ventures: Impact of True Equity vs. "Debt-Like" Equity
Presenting a live 90-minute webinar with interactive Q&A Structuring Preferred Equity Investments in Real Estate Ventures: Impact of True Equity vs. "Debt-Like" Equity Negotiating Deal Terms, Investor
More informationUniversal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA
Presenting a live 30-minute webinar with interactive Q&A Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA MONDAY, JULY 25, 2016 1pm Eastern 12pm Central 11am Mountain
More informationUsing Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors
Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JULY 26, 2018 1pm Eastern
More informationSurvivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage
Presenting a live 90-minute webinar with interactive Q&A Survivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage WEDNESDAY, JUNE 28, 2017 1pm Eastern 12pm
More informationMezzanine Lending: Overcoming Lender Risks to Protect ROI
Presenting a live 90-minute webinar with interactive Q&A Mezzanine Lending: Overcoming Lender Risks to Protect ROI Negotiating Intercreditor Agreements and Assessing Foreclosure and Bankruptcy Strategies
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior and Senior Lienholders Structuring Duration, Commencement,
More informationAsset-Based Lending: Navigating Borrowing Base, Article 9 Collateral Issues, and Key Loan Documentation Provisions
Presenting a live 90-minute webinar with interactive Q&A Asset-Based Lending: Navigating Borrowing Base, Article 9 Collateral Issues, and Key Loan Documentation Provisions THURSDAY, JANUARY 10, 2019 1pm
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Swaps in Loan Transactions: Coordinating Loan Document Terms With the ISDA Master Agreement Documenting Covenants, Security, Voting and Control,
More informationCash Management Structures, Waterfall Provisions and Reserves in Commercial Real Estate Finance Transactions
Presenting a live 90-minute webinar with interactive Q&A Cash Management Structures, Waterfall Provisions and Reserves in Commercial Real Estate Finance Transactions Negotiating Lockboxes, Waterfalls and
More informationNegotiating Reserve Provisions in Real Estate Loan Transactions
Presenting a live 90-minute webinar with interactive Q&A Negotiating Reserve Provisions in Real Estate Loan Transactions Determining Funding and Disbursement Conditions for Tax and Insurance, Tenant Rollover,
More informationStructuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans
Presenting a live 90-minute webinar with interactive Q&A Structuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans THURSDAY, DECEMBER 7, 2017 1pm Eastern 12pm Central 11am
More informationFraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans
Presenting a live 90-minute webinar with interactive Q&A Fraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans Navigating the Contours of Section
More informationUCC Article 9 Update: Searching and Filing Under New Amendments
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Update: Searching and Filing Under New Amendments Lessons Learned Under the Recent Rules, Best Practices for Secured Lenders WEDNESDAY,
More informationAsset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel
Presenting a live 90-minute webinar with interactive Q&A Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel TUESDAY, AUGUST 2, 2016 1pm Eastern
More informationCorporate Governance of Subsidiaries: Board Roles and Responsibilities, Interplay With Parent Board, Liability Risks
Presenting a live 90-minute webinar with interactive Q&A Corporate Governance of Subsidiaries: Board Roles and Responsibilities, Interplay With Parent Board, Liability Risks THURSDAY, AUGUST 16, 2018 1pm
More informationUCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Keys To Equity Financing: The Compliance Requirements for Lenders and Borrowers Structuring Loans Secured by Stock, Hedge Fund Shares, 40 Act Companies
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Commercial Mortgage Modifications: Lien Priority, Title Insurance and Bankruptcy Issues Structuring Modification Agreements While Avoiding Legal
More informationOpinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions
Presenting a live 90 minute webinar with interactive Q&A Opinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions TUESDAY,
More informationERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers
Presenting a live 90-minute webinar with interactive Q&A ERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers TUESDAY, APRIL 3, 2018 1pm Eastern 12pm Central 11am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: James O. Lang, Shareholder, Greenberg Traurig, Tampa, Fla.
Presenting a live 90-minute webinar with interactive Q&A Leveraging New Markets Tax Credits to Finance Community Development: Latest Regs, Guidance and Legal Developments Twinning With Historic Tax Credits,
More informationStructuring Commercial Loan Documents to Protect Non-Affiliated Lenders
Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders Negotiating and Drafting Provisions Involving Loan Buybacks, Additional
More informationUCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All
More informationERISA Considerations in Structuring Credit Facilities with Private Investment Funds
Presenting a live 90-minute webinar with interactive Q&A ERISA Considerations in Structuring Credit Facilities with Private Investment Funds WEDNESDAY, AUGUST 15, 2018 1pm Eastern 12pm Central 11am Mountain
More informationDrafting Shareholder Agreements for Private Equity M&A Deals
Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information
More informationPrivate Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends
Presenting a live 90-minute webinar with interactive Q&A Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends Capital Contributions, Allocation of Profits/Losses,
More informationFinancing Multi-Family Housing: Structuring the Low Income House Tax Credit and Tax-Exempt Bonds Documenting Transactions for Investors and Developers
Presenting a live 90-minute webinar with interactive Q&A Financing Multi-Family Housing: Structuring the Low Income House Tax Credit and Tax-Exempt Bonds Documenting Transactions for Investors and Developers
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions Promoted Interest, Carried Interest, Cash Flow Splits
More informationERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks
Presenting a live 90-minute webinar with interactive Q&A ERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks Selecting 3(38) Investment Managers, Negotiating
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Qualified Opportunity Zones: New Tax Incentives for Commercial Real Estate and Other Investments Deferred Capital Gains and Tax Abatement Under
More information401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel
Presenting a live 90-minute webinar with interactive Q&A 401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel Meeting IRS Requirements, Avoiding Corrective Distributions, Evaluating
More informationFiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements
Presenting a live 90-minute webinar with interactive Q&A Fiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements Implications of GBTC, FBTS and Alpha Settlement Agreements, Guidance
More informationUCC Issues in Mezzanine and Mortgage Loans: Using LLC Equity Interests and Deposit Accounts as Collateral
Presenting a live 90-minute webinar with interactive Q&A UCC Issues in Mezzanine and Mortgage Loans: Using LLC Equity Interests and Deposit Accounts as Collateral Navigating the Complexities of Article
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A NING and DING Trusts in Estate Planning: Designing ING Trusts to Avoid State Income Tax and Protect Assets Effective Drafting of Incomplete Gift
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Special Needs Trusts and Guardianships: Protecting Government Benefits for the Disabled Crafting and Administering First- and Third-Party Trusts
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Matthew B. Grunert, Partner, Andrews Kurth Kenyon, Houston
Presenting a live 90-minute webinar with interactive Q&A SEC s Pay Ratio Disclosure Rule for CEO and Median Employee Compensation Data Gathering, Calculation Methodologies, Preparing for Heightened Stakeholder
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Scott D. Brooks, Partner, Cox Castle & Nicholson, San Francisco
Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements, Subrogation Waivers Coordinating Lease Provisions
More informationImpact of Tax Reform on ABLE Accounts and Special Needs Trusts: Guidance for Elder Law Attorneys
Presenting a live 90-minute webinar with interactive Q&A Impact of Tax Reform on ABLE Accounts and Special Needs Trusts: Guidance for Elder Law Attorneys THURSDAY, SEPTEMBER 27, 2018 1pm Eastern 12pm Central
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A D&O Indemnification Provisions in Governance Documents and Agreements Drafting Effective Indemnity and Advancement Agreements to Protect Directors
More informationInsurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives
Presenting a live 90-minute webinar with interactive Q&A Insurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives Advocating Coverage for Statutory
More informationProtecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers
Presenting a live 90-minute webinar with interactive Q&A Protecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers TUESDAY, JULY 21, 2015 1pm
More informationStructuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences
Presenting a live 90-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences TUESDAY,
More informationM&A Indemnification Deal Terms: 2017 Survey Results
Presenting a 60-minute encore presentation featuring live Q&A M&A Indemnification Deal Terms: 2017 Survey Results What's Market for Negotiating and Drafting Private Target Company Indemnification Terms
More informationBank Affiliate Transactions Under Scrutiny Complying With Regulation W's Complex Restrictions on Business Dealings with Affiliate Institutions
Presenting a live 90-minute webinar with interactive Q&A Bank Affiliate Transactions Under Scrutiny Complying With Regulation W's Complex Restrictions on Business Dealings with Affiliate Institutions TUESDAY,
More informationUCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders Under the Amended Rules
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders Under the Amended Rules TUESDAY, JUNE 26, 2018 1pm Eastern 12pm
More informationBest Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges
Presenting a live 90-minute webinar with interactive Q&A Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges Lessons From Case Law for Interpreting
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Builder's Risk and CGL Insurance for Construction Projects: Mitigating Developer and Contractor Risks Evaluating Scope of Coverage, Covered Losses,
More informationStructuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences
Presenting a live 110-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences THURSDAY,
More informationHigh Volatility Commercial Real Estate Loans: Guidance for Developers and Lenders on HVCRE Rules and Loan Covenants
Presenting a 90 minute encore presentation High Volatility Commercial Real Estate Loans: Guidance for Developers and Lenders on HVCRE Rules and Loan Covenants Navigating Borrower Contributed Capital Rules,
More informationFCPA Due Diligence in M&A Amid Increased Enforcement
Presenting a live 90-minute webinar with interactive Q&A FCPA Due Diligence in M&A Amid Increased Enforcement Developing and Risks and Implementing Post-Closing Protections WEDNESDAY, AUGUST 24, 2016 1pm
More informationScott J. Bakal, Partner, Neal Gerber & Eisenberg, Chicago Robert C. Stevenson, Attorney, Skadden Arps Slate Meagher & Flom, Washington, D.C.
Presenting a live 90-minute webinar with interactive Q&A : Tax Basis Step-Up Through Deemed Asset Sale Treatment Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers WEDNESDAY,
More informationConstruction Builder's Risk and CGL Insurance: Scope of Coverage, Covered Losses, Exclusions, AI Endorsements
Presenting a live 90-minute webinar with interactive Q&A Construction Builder's Risk and CGL Insurance: Scope of Coverage, Covered Losses, Exclusions, AI Endorsements THURSDAY, FEBRUARY 8, 2018 1pm Eastern
More informationPrivate Investment Funds and Tax Reform
Presenting a live 90-minute webinar with interactive Q&A Private Investment Funds and Tax Reform Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation of UBTI, and More
More informationConstruction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls
Presenting a live 90-minute webinar with interactive Q&A Construction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls Coordinating With Other Policies; Navigating Issues
More informationData Breaches in ERISA Benefit Plans: Prevention and Response
Presenting a live 90-minute webinar with interactive Q&A Data Breaches in ERISA Benefit Plans: Prevention and Response Navigating Regulations Governing Self and Fully Insured Plans; Complying with Notice
More informationAuto Injury Claim Recovery: Maximizing Pain and Suffering, Loss of Future Earning Capacity Damages
Presenting a live 90-minute webinar with interactive Q&A Auto Injury Claim Recovery: Maximizing Pain and Suffering, Loss of Future Earning Capacity Damages Leveraging Calculation Methodologies, Medical
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Elizabeth A. Gartland, Esq., Fenwick & West, San Francisco
Presenting a live 90-minute webinar with interactive Q&A Structuring Management Carve-Out Plans for Privately Held Corporations: Mechanics, Tax Obstacles and Optimization Guidance for Employee Benefits
More informationSecurities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect Security Interests in Special Collateral Types
Presenting a live 90 minute webinar with interactive Q&A Perfecting Security Interests in Deposit Accounts, Securities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect
More informationfor Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
Presenting a live 90 minute webinar with interactive Q&A Commercial Leases: Risk Mitigation Strategies for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
More informationTrucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts
Presenting a live 90-minute webinar with interactive Q&A Trucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts WEDNESDAY, JULY 11, 2018 1pm Eastern 12pm Central 11am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Grantor Trusts After Divorce: Tax Reform, Fiduciary Challenges, and Minimizing Tax for Trust Transfers to Former Spouse Gift Tax Exemption on Divorce
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A M&A Escrow Agreements: Negotiation & Drafting Strategies Structuring Contract Terms, Dealing With Escrow Agents, Avoiding Conflicts With Acquisition
More informationReal Estate Transactions With REITs: Selling, Leasing or Lending to a REIT
Presenting a 90-Minute Encore Presentation of the Webinar with Live, Interactive Q&A Real Estate Transactions With REITs: Selling, Leasing or Lending to a REIT Navigating Unique Organizational, Operational
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Tax Reform: Impact on REITs, Real Estate Businesses and Investors Pass-Through Business and Interest Deductions, Cost Recovery, Carried Interest,
More informationNew Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction
Presenting a 90-minute encore presentation featuring live Q&A New Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction THURSDAY, JANUARY 17, 2019
More informationM&A Buyer Protection Beyond Indemnification and Escrows
Presenting a live 90-minute webinar with interactive Q&A M&A Buyer Protection Beyond Indemnification and Escrows Structuring Deal-Specific and Often Overlooked Acquisition Provisions to Minimize Buyer's
More informationMinority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions
Presenting a live 90-minute webinar with interactive Q&A Minority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions Protecting Minority Interests, Choice of
More informationIP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk
Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, SEPTEMBER 1, 2015 1pm Eastern
More informationInvestment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance
Presenting a live 90-minute webinar with interactive Q&A Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance TUESDAY, NOVEMBER 21, 2017 1pm Eastern 12pm Central 11am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Structuring Environmental Site Access Agreements: Avoiding Costly Pitfalls Drafting and Negotiating Scope of Work, Duration, Insurance and Other
More informationZombie Corporations and CERCLA Liability: Identifying, Reviving and Pursuing Zombie PRPs
Presenting a live 90-minute webinar with interactive Q&A Zombie Corporations and CERCLA Liability: Identifying, Reviving and Pursuing Zombie PRPs TUESDAY, APRIL 3, 2018 1pm Eastern 12pm Central 11am Mountain
More informationPersonal Injury Claims for Uber and Lyft Accidents: Navigating Complex Liability and Insurance Coverage Issues
Presenting a live 90-minute webinar with interactive Q&A Personal Injury Claims for Uber and Lyft Accidents: Navigating Complex Liability and Insurance Coverage Issues WEDNESDAY, JUNE 20, 2018 1pm Eastern
More informationAgreements Among Lenders in Unitranche Lending: Structural Issues and Current Trends
Presenting a live 90-minute webinar with interactive Q&A Agreements Among Lenders in Unitranche Lending: Structural Issues and Current Trends TUESDAY, DECEMBER 3, 2013 1pm Eastern 12pm Central 11am Mountain
More informationTax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More
Presenting a live 90-minute webinar with interactive Q&A Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More Structuring Provisions to Achieve
More informationEstate Planning and Tax Reform: Wealth Transfer Structures Under the New Tax Law
Presenting a live 90-minute webinar with interactive Q&A Estate Planning and Tax Reform: Wealth Transfer Structures Under the New Tax Law WEDNESDAY, FEBRUARY 7, 2018 1pm Eastern 12pm Central 11am Mountain
More informationFCPA Due Diligence in M&A: Leveraging the New DOJ Opinion Procedure Release
Presenting a live 90-minute webinar with interactive Q&A FCPA Due Diligence in M&A: Leveraging the New DOJ Opinion Procedure Release Mitigating Pre-Closing Risks and Implementing Post-Closing Protections
More informationU.S.-Israeli Estate Tax Planning for Dual Citizens
Presenting a 90-Minute Encore Presentation of the Webinar with Live, Interactive Q&A U.S.-Israeli Estate Tax Planning for Dual Citizens Reconciling U.S. and Israeli Law on Trust Taxation, Inheritance Laws,
More informationProtecting Trademarks Abroad: Madrid Protocol vs. National Filing Directly in Foreign Jurisdiction
Presenting a live 90-minute webinar with interactive Q&A Protecting Trademarks Abroad: Madrid Directly in Foreign Jurisdiction THURSDAY, MARCH 29, 2018 1pm Eastern 12pm Central 11am Mountain 10am Pacific
More informationBuilder's Risk Insurance for Construction Projects: Legal Issues Evaluating Scope of Coverage and Resolving Coverage Disputes
Presenting a live 90 minute webinar with interactive Q&A Builder's Risk Insurance for Construction Projects: Legal Issues Evaluating Scope of Coverage and Resolving Coverage Disputes WEDNESDAY, JUNE 29,
More informationIP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk
Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, OCTOBER 4, 2016 1pm Eastern
More information