Webinar: Pledge Agreements for Partnership and LLC Equity Interests

This CLE webinar will prepare lenders and their counsel to draft equity interest pledge agreements for partnership and LLC interests that provide maximum protection for the lender's interest. The panel will also outline corresponding provisions that should be contained in the borrower’s operating or partnership agreement.

Description

Equity interests in LLC and partnership interests are a common form of collateral in secured finance transactions, particularly mezzanine financing. The pledge agreement documents the security interest in an LLC or partnership equity interest.

Critical provisions to protect the lender's interests include the borrower’s choice to opt-in to UCC article 8. Representations, warranties and covenants of pledge agreements are often different than standard provisions in a security agreement for business assets.

The borrower’s operating agreement should contain the Article 8 opt-in and other key provisions, including restrictions on bankruptcy and disposal of business assets without the lender's consent and certificating the partnership interests and taking physical possession of certificates at closing.

Listen as our authoritative panel of attorneys offers effective approaches for drafting pledge agreements and making corresponding amendments to the borrower's operating agreement that maximize protection for the lender.

Outline

1. Overview of UCC Article 8 requirements
2. Drafting the pledge agreement
3. Amendments to the borrower’s operating agreements
4. Common pitfalls and strategies to best protect the lender

Benefits

The panel will review these and other key questions:

* Why is UCC Article 8 method of perfection of equity collateral preferable to the financing statement under Article 9?
* What steps should the lender take to ensure that the borrower cannot opt-out of Article 8?
* What are the key provisions that should be included in the borrower's operating agreement or partnership agreement?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Grant Puleo, Partner, Procopio Cory Hargreaves & Savitch, Carlsbad, Calif.

His practice includes a wide variety of real estate, finance and business transactions. He has extensive experience in a broad array of commercial and multi-family residential real estate transactions, including acquisitions, development, syndication, dispositions, and specialized leasing and financing of all product types throughout California and the United States.

James D. Prendergast, SVP, Legal Counsel-Division, First American Title Insurance Company, Santa Ana, Calif.

He is General Counsel of the Uniform Commercial Code Division of First American Title Insurance Company. Prior to joining First American in 2001, he was in private practice in the Los Angeles area for over 25 years concentrating his practice primarily in the areas of commercial and corporate finance. He is Co-Chair of the ABA Joint Task Force on Filing Office Operations and Search Logic.

For more information, including links to register, and pay, please click here.

REMINDER: Early Registration Discount Deadline, Friday, June 3, 2011