Transaction Structuring

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The Finch Group has the depth of knowledge and experience necessary to bring a vision to life. We provide accurate and beneficial advice to ensure that tax implications are fully considered when undertaking business transactions. This includes share and trade and asset acquisitions, management buyouts and restructuring complex corporate groups followed by partial disposals or acquisitions.

We know what’s needed and we understand how various governmental programs work. Including the numerous and extensive federal, state, county, local and/or private sector financial commitments required to accomplish many comprehensive rehabilitation projects.

We are experienced in advising on the corporation tax aspects of transactions; both in providing assurance via tax due diligence and in providing structuring. We also advise on the cross border tax implications of transactions involving overseas entities and where necessary, we obtain opinions and detailed advice from our worldwide Nexia affiliates.

All entities and groups undertaking any restructuring or transactions, whether before or after the event.

These transactions would typically include:

Companies considering acquiring shares or assets from other companies

Groups wishing to restructure

Management buyouts/buy-ins

Restructuring of companies/groups involving the transfer of trade, assets and liabilities

Establishing holding structures that take into account the tax implications of intangible financial assets

Listing on main market or Aim stock exchanges

What We Offer Our Clients

Detailed advice and recommendations on transactions being undertaken or completed. We provide a commercial solution to any issues being faced

Director-led service and access to specialist expert advice

Analysis and recommendations of any issues arising out of transactions already undertaken

Assurance and opportunities to negotiate a reduction in the purchase price by undertaking tax due diligence reviewing and advising on tax aspects of documentation prepared in order to execute deals

The following links offer examples that illustrate our capabilities.


Park Lane Villa

On November 3, 2003 TFG was one of three developers who filed a response. Of the three proposals the City received two were for new low-income housing. TFG had another idea in mind. Our proposal was to turn Park Lane Villa into a very substantial high-end 96 unit rental housing property, taking advantage of what we saw as pent up demand for high quality rental housing generated by the strength of the healthcare industry. Greater University Circle was home to the Main Campus of the Cleveland Clinic, a greatly expanding University Hospital, what would (by 2011) become the largest VA Hospital in the United States, Case Western Reserve University, the Cultural Center of Cleveland, Ohio and numerous startup companies. It was also the home to exactly -0- high end residential rental units. The City, agreeing with TFG’s vision, awarded TFG the RFP. While many thought we were “crazy”, our due diligence vision proved correct.


Ginger Ridge

Ginger Ridge Apartments, Calumet City (Cook County), Ill. – a 469 unit, $33±M dollar development. This 934 property was acquired from HUD for $1 in 1996 and received a $17±M Up Front Grant from the Department. Additional financing was obtained through a Fannie Mae credit enhanced Illinois Housing Development Authority tax exempt bond. After an extensive rehabilitation the property was placed in service in two parts in 1998 and 1999. Its 15 year LIHTC compliance period ends as of December 31, 2014. This redevelopment won the HUD National Best Practices Award for 1999. Now, in 2015/2016 TFG has once again been retained by the 501(c)(3), owner of Ginger Ridge, to refinance, “re-syndicate,” rehabilitate and revitalize the property. Closing is anticipated to happen in mid-2016.


Charlotte Harbortown Homes

Charlotte Harbortown Homes, a 553 unit development, was originally completed in 1974, financed by the New York State Urban Development Corporation (“UDC”), and supervised by the New York State Division of Housing and Community Renewal (“HCR”). In 2003 Charlotte Lake River Houses, Inc., and its sponsor, The Finch Group (together “TFG”) set out to create a plan for physical improvements to the property, which would not only satisfy HUD’s requirement but also reposition the property to become a viable housing option for mature adults and families within the new Harbortown section of the Charlotte area, in Rochester, New York. TFG as the prior owner of Charlotte Lake River Homes, refinanced and “re-syndicated” the property and placed the “new” property in service in 2005.


Livingston Park

In March, 2010, at a HUD foreclosure TFG took over ownership and management of Livingston Park. TFG diligently created a development plan that would (i) provide quality housing to its residents of limited financial means and (ii) provide a real opportunity to invest in its citizen’s social capital. One example of this is that the children of Livingston Park will have exceptional educational opportunities as they are zoned for the Shaker Heights school system. Shaker Heights is viewed by many as the preeminent suburb of Cleveland and has a very “highly rated” school system. Livingston Park Apartments, Cleveland, Ohio – a 195 unit, $12±M dollar development. With the full support of the City of Cleveland and HUD, TFG took over the management of a failed LIHTC property in 2009, purchased the property in 2010, obtained new LIHTC, totally rehabilitated the property and placed it in service in 2011.


Arbor Park

Arbor Park Phases 1, 2 and 3, Cleveland, Ohio – is a combined 629 unit, $115±M dollar development with three separate but identical ownerships. TFG purchased this severely distressed (HUD was the actual first mortgagee) property in January, 1999, orchestrated a “friendly” foreclosure, refinanced the property using HUD 221 (d)(4) insurance, obtained a $25,160,000 HUD Upfront Grant and an additional $9M in funding from the City of Cleveland to assist in the tearing down of the original 820 units and totally rebuilt the property. The original 15 year LIHTC compliance periods end as of December 31, 2018, 2019 and 2020. This development has won numerous awards from HUD, the Congressional Black Caucus, the State of Ohio and the City of Cleveland.

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