CORPORATE TRANSACTIONS
OVERVIEW
The Saber Firm represents clients in sophisticated business transactions requiring coordinated counsel across deal structure, governance, tax optimization, and operational implementation. Our complex transactions practice serves real estate syndicators, private equity sponsors, institutional investors, operating partners, and business owners pursuing multi-party partnerships and investment structures. We advise on transactions involving multiple capital sources, complex equity arrangements, and governance frameworks that balance competing stakeholder interests. Beyond an understanding of transactional mechanics and legal documentation, our attorneys are familiar with the business models and investment strategies used by our clients and we seek to structure transactions that create value while appropriately allocating risk and return among participants. We provide counsel through all stages of complex transactions from initial structuring and term sheet negotiation through definitive documentation, regulatory compliance, and post-closing governance implementation.
REAL ESTATE JOINT VENTURES
We represent real estate syndicators, operators, and institutional investors in structuring joint ventures for acquisitions, development projects, and portfolio transactions. Our real estate joint venture practice addresses the full spectrum of issues that arise when capital partners and operating partners collaborate on real estate investments.
Our real estate joint venture services include:
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Multi-member LLC and partnership operating agreements with waterfall structures that properly allocate returns.
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GP/LP arrangements with promote structures and preferred returns.
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Entity design that optimizes for both tax efficiency and investor protection.
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Development agreements and construction governance for ground-up projects.
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Exit provisions addressing sale processes, drag-along rights, and ROFO/ROFR structures.
We structure real estate joint ventures that balance capital partners' return expectations with operating partners' control requirements, addressing contribution obligations, financing parameters, major decision thresholds, and dispute resolution mechanisms. Our practice includes both single-asset joint ventures and programmatic platforms for multiple acquisitio
PRIVATE EQUITY STRUCTURES
We counsel private equity sponsors and operating partners on fund formations, co-investment vehicles, and portfolio company governance. Our private equity practice addresses the complex arrangements between fund managers and limited partners, including economic structures, governance rights, and regulatory compliance.
We advise on carried interest allocations, management fee structures, and preferred return provisions that align sponsor incentives with investor returns. Our practice includes formation of parallel vehicles, blocker structures for tax-exempt investors, and separate account arrangements for large institutional limited partners. We also represent operating partners contributing existing businesses to private equity-backed platforms, negotiating rollover equity, earnout provisions, and post-closing governance rights.
MULTI-PARTY PARTNERSHIP AGREEMENTS
We draft and negotiate operating agreements and partnership agreements for businesses with multiple equity holders requiring sophisticated governance and economic arrangements. Multi-party partnerships present unique challenges in balancing diverse stakeholder interests, establishing clear decision-making processes, and creating economic structures that fairly reward different contribution types.
Our partnership agreement practice addresses:
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Capital contribution structures including initial contributions, capital calls, and funding obligations.
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Profit and loss allocation provisions including special allocations and targeted distributions.
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Management and voting structures with appropriate approval thresholds for major decisions.
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Transfer restrictions including ROFR, tag-along, and drag-along provisions.
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Exit mechanisms addressing voluntary withdrawal, forced transfers, and dissolution procedures.
We structure partnership agreements that provide operational flexibility while protecting minority interests, establishing clear governance frameworks that prevent deadlock while ensuring appropriate stakeholder input on material decisions.
WATERFALL STRUCTURES AND PROMOTE ARRANGEMENTS
We design equity waterfall structures and promote arrangements that properly allocate investment returns among capital providers, sponsors, and operating partners. Waterfall structures determine the priority and allocation of cash flows from operations, refinancings, and exit events, creating economic incentives that align stakeholder interests.
Our waterfall practice includes preferred returns providing capital partners with priority distributions, promote structures that reward sponsors and operators for achieving return thresholds, catch-up provisions that accelerate promote participation after preferred returns are satisfied, and multi-tier waterfalls with different allocation percentages at various return hurdles. We model various waterfall scenarios to ensure that proposed structures achieve intended economic outcomes across different performance levels and exit timings.
TAX-ADVANTAGED STRUCTURES
We work closely with tax advisors to implement transaction structures that optimize tax treatment for all participants. Tax considerations frequently drive transaction structure in complex multi-party arrangements, requiring careful attention to entity selection, jurisdiction of formation, and allocation provisions.
We advise on qualified opportunity zone investments, UPREIT structures for real estate transactions, Section 1031 exchanges, and partnership special allocations that achieve desired tax results. Our practice addresses tax considerations in cross-border transactions, structures involving tax-exempt investors, and arrangements requiring compliance with UBTI limitations. We coordinate with tax counsel to ensure that economic arrangements in partnership agreements satisfy applicable tax requirements and that desired tax benefits are preserved through appropriate documentation and implementation.
FINANCING AND CAPITAL STRUCTURE
We counsel clients on debt financing in connection with complex transactions, addressing loan documentation, inter-creditor arrangements, and coordination between equity and debt governance. Our financing practice includes coordination with lenders on acquisition financing, construction loans, and portfolio financings secured by multiple properties or businesses.
We negotiate loan documents including promissory notes, mortgages, guarantees, and loan agreements, ensuring that financing terms align with equity partnership requirements and provide operational flexibility. Our practice extends to mezzanine financing, preferred equity investments, and hybrid structures that combine debt and equity characteristics. We address intercreditor issues in transactions with multiple financing sources, establishing priority arrangements and coordination mechanisms that enable efficient financing while protecting various lender interests.