Snyder Kearney Law Firm: Financial, Research, Analysis, Due Diligence and Consulting

The cornerstone of our firm's practice is to provide investment due diligence services. Our firm has conducted due diligence investigations of a range of investment products. We have developed substantial experience in these products through our investigation of a wide range of programs offered by many of the leading sponsors in their respective industries.

Our attorneys have diverse backgrounds in securities, corporate, transaction and finance law, thus enabling us to address the complex, multifaceted legal issues that typically arise in these transactions. Many of our attorneys have interdisciplinary backgrounds with experience in finance and investment banking, as well as MBA degrees and CPA designations.

Snyder Kearney analyzes real estate funds for real estate offerings for office, industrial, retail, multifamily, timber and timberland, and healthcare. Tim Kenney produced the firm’s REIT reports.

We have extensive experience with real estate investment trusts (REITs) and various other types of investment programs featuring real estate assets, including tenant-in-common/1031 programs (including DSTs). As a firm, we have reviewed hundreds of real estate transactions, with capital raises ranging from a few million dollars to several billion.

Due diligence review of a real estate program typically involves:

• A visit to the office of the sponsor of the program and/or a visit to a property or properties where material to the program;

• Review of relevant transactional documents such as leases, property management agreements, and partnership agreements;

• Review of any opinion issued by legal counsel;

• Independent tenant credit and market research; and

• Review of any financial model.After our review of these

and other relevant items, we typically prepare a report summarizing the transaction as well as:

• Our evaluation of offering document disclosure;

• Identification of program strengths and weaknesses as compared to other similar programs;

• A highlighting of any unusual or particularly favorable or unfavorable business terms of the program.

Review of corporate and operational documents for the REIT entities serving as the REIT's advisor, sponsor and dealer manager, evaluate disclosure in the offering document.

In addition to our typical due diligence review explained further below, we provide the following services in connection with non-traded, public REITs (i) a quarterly "Non-Traded REIT Report" and (ii) ongoing due diligence. The Non-Traded REIT Report is intended to provide summary financial and other information concerning non-traded REITs. To request a copy of the quarterly Non-Traded REIT Report, please email us.

Furthermore, we have been engaged to perform ongoing due diligence of certain non-traded, public REITs. The ongoing review process includes quarterly summary reports and annual due diligence reports for each REIT. In addition, we provide our clients with online access to a summary of each REIT's real estate portfolio, as well as certain additional information contained in the REIT's filings with the SEC. For more information on this service, please email us.

We perform reviews in connection with initial public offerings and follow-on offerings of public, non-traded REITs, as well as interim update reviews. The public, non-traded REITs we have reviewed include REITs with investment strategies focusing on the following property classes:

• Office

• Industrial

• Retail

• Medical office

• Multi-family

• Timber and/or Timberland

• Lifestyle

We have reviewed programs with maximum capital raises ranging from $100 million to $3.0 billion for individual offerings, and programs that have raised in excess of $7.0 billion in aggregate offering proceeds. In connection with our review of a public, non-traded REIT, we typically:

• Visit the offices of the sponsor/advisor of the REIT to meet with key executives;

• Review the REIT's current portfolio;

• Review the REIT's regulatory status including public filings with the SEC and the exhibits thereto;

• Analyze the metrics utilized by the REIT in determining the level of distributions declared, such as funds from operations, adjusted funds from operations, cash available for distribution and cash from operating activities;

• Analyze underwriting terms to assess reasonableness of assumptions driving the REIT's financial model;

• Review of corporate and operational documents for the REIT and generally for the entities serving as the REIT's advisor, sponsor and dealer manager; and

• Analyze conditions in the relevant real estate markets.

Using the data gathered in the review process, we are able to provide detailed analysis of the REIT, including:

• Our evaluation of the disclosure in the offering document, based on our review of the items listed above and additional documentation provided by the REIT;

• Identification of program strengths and weaknesses as compared to other similar REITs; and

• Highlighting any unusual or particularly favorable or unfavorable terms of the REIT.

Our attorneys research and review royalty and tax advantaged programs, oil reserve reports, historical well data, and performance of comparable wells with independent engineering firms.

Due diligence of any oil and gas program requires industry knowledge and experience. We have reviewed all types of oil and gas programs including:

• All types of drilling programs, from exploratory to developmental, shallow to deep, and onshore and offshore programs;

• Acquisition and redevelopment of existing, income-producing wells;

• Royalty programs; and

• Tax advantaged programs.

We have reviewed programs with capital raises ranging in size from $10 million or less for a limited number of wells, up to several hundred million dollars encompassing hundreds of wells. In connection with our review of oil and gas programs, we typically:

• Visit the offices of the Sponsor of the program to meet with key executives as well as engineers and other experts to review relevant program data;

• Review reserve reports, historical well data, performance of comparable wells in the area;

• Analyze underwriting to assess reasonableness of assumptions driving any financial model;

• Review all transactional documents, including title to land or mineral rights;

• Research novel drilling or redevelopment techniques anticipated to be used, as well as local geography and drilling activity; and

• Analyze conditions in the oil and gas market.

Using the data gathered in the review process, we are able to provide detailed analysis of the program, including:

• Our evaluation of offering document disclosure based on our review of the items listed above;

• Identification of program strengths and weaknesses as compared to other similar programs; and

• Highlight of any unusual or particularly favorable or unfavorable terms of the program.

In addition, we have a relationship with an independent engineering firm that assists us in our review of most oil and gas programs. This firm's technical experience complements our thorough due diligence process, and gives our clients an additional perspective on the program under review. We often engage this firm to provide enhanced technical and market analysis.

The attorneys review multi-faceted legal issues for leasing equipment such as airplanes, supertankers, and for the office from private and public equipment leasing funds.

Because equipment leasing programs can feature a variety of asset types, ranging from office equipment to airplanes and supertankers, it is important not only to have a thorough understanding of the law, but also have a team with diverse experience across industries. We reviewed equipment leasing programs of most sponsors of programs offered through independent broker-dealers, ranging from privately offered programs to the offering of securities by the one of the largest public equipment leasing funds in history. A review of an equipment leasing fund typically involves:

• A visit to the office of the sponsor of the program meeting with key executives;

• Review of all operative legal documents;

• If the program is active, a review of select lease documentation, or, if not, a review of sample form leases;

• Review of the performance of active leases;

• Review of performance of the sponsor's prior programs; and

• Analysis of the financial model.

Using the data gathered in the review process, we are able to provide detailed analysis of the program, including:

• Our evaluation of offering document disclosure;

• Identification of program strengths and weaknesses as compared to other similar programs; and

• A highlight of any unusual or particularly favorable or unfavorable terms of the program.

Experts investigate leases and financial models.

Although commodity pools/managed futures programs are subject to additional regulation by the Commodities Futures Trading Commission ("CFTC"), that does not alleviate the need for appropriate due diligence to understand the risks of, and evaluate the disclosure associated with, a particular program. For a more in-depth discussion of the importance of due diligence in connection with these types of programs, please review our memorandum on the subject. Because commodity pools operate under the intersection of regulation by the CFTC and the Securities and Exchange Commission, due diligence of these products requires knowledge of both regulatory regimes. Our review of a commodity pool includes:

• Review of the relevant commodity trading advisor's prior performance;

• Analysis of infrastructure for holding capital (margin accounts, cash management, etc.) and internal controls (separation of duties and control of funds);

• In the case of a third-party commodity trading advisor, analysis of manager's due diligence and ongoing monitoring of the commodity trading advisor's performance;

• Review of National Futures Association regulatory records on relevant parties;

• Reference calls to vendors, service providers and other industry contacts;

• A visit to the office of the sponsor and/or commodity trading advisor to observe operations and meet with management; and

• Review of all relevant operative legal documents. Using the data gathered in the review process, we are able to provide detailed analysis of the program, including:

• Our evaluation of offering document disclosure based on our review of the items listed above;

• Identification of program strengths and weaknesses as compared to other similar programs; and

• A highlight of any unusual or particularly favorable or unfavorable terms of the program.

Snyder Kearney provides due diligence review for like-kind exchange treatment and Section 1031 of the Internal Revenue Code.

In addition to the more popular alternative investments, we have experience with a variety of other alternative investment programs, including:

• Business development companies;

• Structured products;

• Funds of hedge funds; and

• Life settlements and related products.

Our due diligence process for these types of investments follows a similar structure to review of other investments, however, each review is tailored for the characteristics and risks of the particular program.

Our attorneys analyze manager’s due diligence, monitor underlying funds/managers.

Review of sponsors, investment advisers and money managers includes, among other things:

• Background checks on key executives;

• Review of regulatory status and compliance;

• Meeting and interviewing key executives;

• Reference checks with attorneys, accountants, lenders and others;

• Adverse litigation and regulatory searches;

• Review of financial condition;

• Review of the sponsor's internal organization, including staffing, affiliates and workgroups; and

• Analysis of the performance of the sponsor's prior and current investment programs.

Snyder Kearney’s independent broker-dealer services include advice on FINRA requirements for due diligence, compensation, suitability, staffing and training.

THESE SERVICES INCLUDE:

• Advising on FINRA requirements applicable to offerings of direct participation programs and non-conventional investments, including advice concerning:

- Due diligence requirements;

- Compensation rules;

- Suitability analysis; and

- Training requirements.

• Reviewing and negotiating selling agreements and other documents; and

• Assisting in the preparation of compliance policies and procedures.

Snyder Kearney analyzes portfolio performance and underwriting terms driving the REITs financial models.

We can assist companies and their boards of directors, officers and in-house counsel with meeting their fiduciary responsibilities and all of their companies' other responsibilities under the range of federal and state laws and regulations relating to corporate governance.

This includes advice relating to:

• Fiduciary duties under state law;

• Disclosure obligations under federal securities laws;

• Compliance with the requirements of the Sarbanes-Oxley Act of 2002; and

• NASDAQ and exchange requirements applicable to public companies.

Our experienced attorneys advise on capital-raising transactions such as IPOs, offerings of equity and debt securities, municipal finance, and angel and venture capital financing.

Our attorneys have substantial experience in representing clients in connection with a range of capital-raising transactions. These transactions include:

• IPOs and other public offerings of equity and debt securities;

• Private placements;

• Municipal finance; and

• Angel and venture capital financing.

Lawyers review regulatory records, popular asset classes, alternative investment programs, business development companies, and life settlements.

We are skilled advisers on all the transactional needs of successful and growing businesses. Our attorneys have experience in a wide variety of transactions including:

• Mergers and acquisitions;

• Stock and asset sales;

• Secured and unsecured lending transactions;

• Acquisition due diligence; and • Joint ventures.