Advice, structuring and drafting/implementation of multi-tier partnership distributions of sponsor units through multi-layers of entities containing different promote structures and LP investors at each level.  Cross-drafting of language to ensure proper economic distribution while retaining confidentiality of investor base at each level, multi-tiered RPTT implementation and cash requirements to satisfy non In-Kind members.

Advice, structuring and implementation relating to multi-sponsor project requesting in-kind units to multiple sponsors.  Detailed discussions of cross-credit issues, tax allocations of phantom income relating to leverage repayment, drafting language of distributions, operating agreements, real property transfer tax implications, waterfall of distributions of part-cash part-units as project progressed to completion.

Advice, structuring and implementation of in-kind unit distributions in partial satisfaction of promote earned in mid-market development projects, including drafting tax allocation language and redrafting waterfall language to accommodate in-kind distributions as earned.  Discussion of tax aspects both upon allocations in year of distribution, phantom income potential from pay-down of leverage and future tax consequences from inventory characterization.  Our office has worked on numerous situations of this type with a variety of mid-market development firms.