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All Forum Posts by: Dominic L.

Dominic L. has started 1 posts and replied 2 times.

Thank you for the response Alina.  

I'm not looking for addressing a particular situation / deal, but rather looking at what others are considering when it comes down to the structure of the deal.  Rather, I'm trying to get a sense of what people expect in how a deal is structured and (where it may differ) what they would like to see. 

As you say, the PPM or offering memorandum (OM) include the risks and a summary of the deal and (in my understand) is intended to provide required disclosures about the deal and providing a summary of various aspects of the deal.  The partnership agreement (which may be part of the package referred to as a PPM) is where the details are specified about the rights and responsibilities of the GP and the LP.

You mentioned the example regarding new debt.  To clarify on that, suppose you are a passive investor.  Would you expect to have say in whether an additional round of debt is secured against the property?  (For example, should a majority of the LP shares have to approve taking out a 2nd loan secured by the property?)  (As distinct from a capital call with dilution implications.)

Again, my interest is not in a particular situation, but rather what others like to see in their agreements or wish they had in their agreements.  

Hello everyone,

If you've been in some deals I'd appreciate your thoughts, either as answers to the questions or adding more questions. 

As a passive investor (or as a sponsor acting as a general partner (GP) in a syndication) what are conditions that best practices suggest should be in the partnership / operating agreements?  

What do you want to see before you will be a limited partner (LP) in a deal?  

For example:

Do you want to see a provision for LPs to be able to replace a non-performing GP?

Should the agreement mandate reporting an intervals of more than once a year?

Should there be any limits on a GP being able to take on new debt without approval of the LPs?

Do you want specified what accounting practices should be used, or at least how certain terms like "cash flow" are calculated?