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Extract to table / memo-buy-sell-provision-analysis.docx
memo-buy-sell-provision-analysis.docx
Parties
HARKNESS LLP
Greer LLP
Washington LLC
Washington's LLC
Dates
October 16, 2023
November 2, 2021
November 2, 2023
June 13, 2023
August 15, 2023
November 30, 2022
November 15, 2021
March 1, 2023
March 31, 2023
March 28, 2023
Amounts
$45,000,000
$4,050,000
$27,000,000
$18,000,000
$9,900,000
$8,100,000
$1,350,000
$1.00
$4,950,000
$9,000,000
Obligations
CSIA must carefully evaluate the pricing it would set in a §9
The price must be one at which CSIA would genuinely accept being the seller if Pinnacle elects to buy
The Buy-Sell Notice must specify a price per percentage point of membership interest, or alternatively, an aggregate price for the Receiving Member's entire membership interest
Because the initiating member must be prepared to either buy or sell at the same per-unit price, the provision creates a powerful economic incentive for the initiating member to set a fair price
This means that if Pinnacle elects to buy (the reverse election), Pinnacle must commit significantly more capital than CSIA would need to commit to buy Pinnacle's interest
CSIA must consider whether the JV Entity's "option value"—i