Structuring Preferred Partnership Freezes in Estate ...media.straffordpub.com/products/structuring-preferred-partnership-freezes-in-estate...Mar 30, 2017 · STRUCTURING PREFERRED

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Structuring Preferred Partnership Freezes

in Estate Planning: Navigating IRC

Chapter 14 Valuation Rules

Today’s faculty features:

1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific

THURSDAY, MARCH 30, 2017

Presenting a live 90-minute webinar with interactive Q&A

David C. Jacobson, Counsel, Meltzer Lippe Goldstein & Breitstone, Mineola, N.Y.

Eric Fischer, Esq., Withers Bergman, New Haven, Conn.

Joshua Becker, Esq., Withers Bergman, New Haven, Conn.

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STRUCTURING PREFERRED PARTNERSHIP

FREEZES IN ESTATE PLANNING

NAVIGATING THE CHAPTER 14 VALUATION RULES

Presented by:

David C. Jacobson

Meltzer Lippe Goldstein & Breitstone

Eric Fischer

Withers Bergman LLP

Joshua Becker

Withers Bergman LLP



Structuring Preferred Partnership

Freezes in Estate Planning

OVERVIEW

6



Preferred Partnerships Generally

• Used in the estate planning context to shift value and appreciation between family

members or entities by dividing economics of partnership or LLC interests

• Preferred interests have priority rights as to income and liquidation proceeds, but

limited rights as to overall growth potential

• Non-preferred “common” interests have subordinate rights as to income and

liquidation proceeds, but receive the benefit of residual growth

• In other words, preferred interests benefit from current cash flow, while common

interests benefit from long-term growth and accumulation of value

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Preferred

Cash-Flow

Interest

7



Preferred Partnership – Comparison to GRAT/IDGT

• Grantor Retained Annuity Trust (“GRAT”)

• Senior generation family member transfers property to trust and takes back a fixed

annuity interest

• Remainder beneficiaries benefit from GRAT appreciation in excess of annuity

payments

• Sale to Intentionally Defective Grantor Trust (“IDGT”)

• Senior generation family member makes “seed” gift to IDGT and sells additional

property to IDGT, taking back a promissory note

• Beneficiaries of the IDGT benefit from trust appreciation in excess of promissory

note payments

• Benefits of Preferred Partnership Planning

• Can accommodate multigenerational planning and accomplish basis step-up

• Consolidates management and control of family assets

• Greater flexibility – particularly important in light of changing legislative landscape

• Potential repeal of estate and GST taxes

• Legislative and regulatory attacks on GRAT and IDGT planning

8





UNDERSTANDING SECTION 2701

9



Understanding Section 2701 – Historical Context

• Section 2701 provides special valuation rules that apply in the context of family-

controlled entities

• Intended to discourage the use of entity “design” to enhance wealth transfer

between generations

• Failure to account for rules can lead to unanticipated gift and estate tax

consequences, even when transactions have no wealth transfer motivation

• Pre-Section 2701 Preferred Partnerships – Perceived Abuse

• Senior generation family members would form preferred partnership and retain

discretionary rights that increased the transfer tax value of retained interests

• Put, call or conversion rights

• Liquidation rights

• Rights to non-cumulative payments

• Implied understanding that discretionary rights would not be exercised

• Would subsequently transfer common interests with depressed value

10



Understanding Section 2701 – Subtraction Method

• Under traditional valuation principles, the transfer tax value of entity interests is

determined by the “subtraction method” of valuation:

Value of Transferred Interest = (Total Entity Value – Value of Retained Interest)

• In pre-Section 2701 preferred partnerships, discretionary rights retained by senior

generation enhanced the value of their retained interests

• Discretionary rights therefore decreased the value of common interests, which

would be transferred to junior generation family members

• Section 2701 attacks this perceived abuse by ignoring discretionary rights for

valuation purposes and assigning them a zero value

11



Example of Pre-Section 2701 Preferred Partnership

Pre-2701

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Non-Cumulative

Preferred Interest

Preferred Interest – Discretionary Rights

• Non-cumulative coupon, payable at the

discretion of G2 entity managers

• Put, call and/or conversation rights

• Liquidation preference

• Discretionary rights exercised (or not

exercised) to benefit common interests

Pre- Section 2701

Total Value $10M

Less: Preferred Interest $9.5M

(artificially high) _____

Value of Common $500k

Post- Section 2701

Total Value $10M

Less: Preferred Interest $500k

(zero-valuation rule) _____

Value of Common $9.5M

Gift of

Common Interests

12





SECTION 2701 TECHNICAL RULES

13



Overview

• When does Section 2701 Apply?

• A deemed gift may occur whenever there is:

• a “Transfer” of an interest in a family controlled entity to a “Member of the Transferor’s Family”

• and after the transfer the transferor or an “Applicable Family Member” holds an “Applicable

Retained Interest”

• “Transfer”

• Broadly defined and includes traditional transfers (gifts, sales, etc.), capital contributions to

new or existing entities, redemptions, recapitalizations and certain other changes in an

entity’s capital structure

• “Member of the Transferor’s Family”

• Generally junior-generation family members – transferor’s spouse, descendant of the

transferor or his or her spouse, and the spouse of any such descendant

• “Applicable Family Member”

• Generally senior-generation family members – transferor, transferor’s spouse, ancestor of

transferor or transferor’s spouse, and the spouse of any such ancestor

14



Attribution Rules

• Section 2701 sets up an extremely broad scheme for family attribution of interests

• Beware, as these rules could generate unexpected results in entity-to-entity transactions

• Basic Attribution – attributes indirect ownership to individuals from corporations,

partnerships, estates, trusts and other entities

• For trusts, a person is treated as holding interests held by the trust assuming the maximum

exercise of discretion in favor of the person and a grantor trust is attributed to the grantor

• Could result in 100% attribution to each beneficiary and grantor of a discretionary trust

• Tie-Breaker Rules – resolve instances of multiple attribution

• Apply differently depending on whether the equity interest in question is senior or

subordinate, and apply differently depending on the status of the individual

• Generally attribute Applicable Retained Interests to senior-generation family members

• Generally attribute subordinate equity interests to junior-generation family members

15



Applicable Retained Interests

• Two types of Applicable Retained Interests that may be valued at zero under

Section 2701: “Distribution Rights” and “Extraordinary Payment Rights”

• “Distribution Rights”

• A right to receive distributions with respect to an equity interest in an entity unless the

interest has the same or subordinate distribution rights as the transferred interest

• Entity must be under family control:

• 50% of capital or profits interest in a partnership, or any interest in an LP “as a general partner”

• 50% of the total voting power or value of the equity interests of a corporation

• “Extraordinary Payment Rights”

• Put rights, call rights, rights to compel the liquidation of the entity, and other rights the

exercise or non-exercise of which affects the value of the transferred interest

• No control requirement

• As with other aspects of Chapter 14, there is a general presumption that entity

rights will be used to manipulate entity value for wealth transfer purposes

16



Exceptions and Exclusions

• Same Class – retained interest is of the same economic class as (or proportional

to) the transferred interest (without regard to non-lapsing voting rights)

• Proportionality (“Vertical Slice”) – transfer proportionately reduces each class of

equity held by the transferor and all applicable family members

• Marketable Interests – market quotations available on an established securities

market for the value of the transferred interests

• Guaranteed Payments – payments made to a partner without regard to

partnership income

• Mandatory Payment Rights – the right to receive a payment required to be made

at a specific time and for a specific amount

• Liquidation Participation Rights – rights to participate in a liquidating distribution

• Even where a transferor retains Applicable Retained Interests, existence of Liquidation

Participation Rights will generally result in retained interests having some value

• Non-Lapsing Conversion Rights

17



Qualified Payment Right Exception

• Qualified Payment Right is another exception to the zero value rule.

• A Qualified Payment is a:

• Cumulative payment,

• Payable periodically (but not less then annually), and

• At a fixed rate or a rate bearing a fixed relationship to a specified market rate

• Qualified Payment Rights are mandatory and involve no discretion, so the opportunity to

manipulate value does not exist, and zero value rule does not apply

• Qualified Payment Right Election

• Transferor or applicable family member may elect to treat a distribution right as a qualified

payment right

• Applies to specified amounts paid at specified times, and only to the extent not

inconsistent with the underlying instrument giving rise to the right

• Payment Grace Period

• Payments made up to 4 years following due date will be treated as if made timely

• Unpaid qualified payments accrue interest at the “appropriate discount rate”

18



“Lower Of” and “Minimum Value” Rules

• “Lower Of” Rule applies in valuing a Qualified Payment Right (not subject to zero

value rule) held in conjunction with an Extraordinary Payment Right (subject to zero

value rule)

• Example

• Dad owns 100% of the stock in X Corp (valued at $1.5M). Dad transfers common stock

to Child and retains preferred stock with (i) Qualified Payment Right valued at $1M, and

(ii) right to put stock to X Corp for $900k (Extraordinary Payment Right).

• Under the “Lower Of” Rule, the value of Dad’s retained interest is $900k, even though he

retained a Qualified Payment Right (not subject to zero value rule) worth $1M.

• Why? Section 2701 assumes that Dad will exercise his Extraordinary Payment Right so

as to result in his retained stock having the lowest possible value

• Result: Dad made a gift of $600k = $1.5M (X Corp. value) - $900k (“Lower Of” Value)

• “Minimum Value” Rule – common growth interests must be valued at no less than

10% of (i) the value of all equity interests, plus (ii) total indebtedness of the entity to

the transferor or an applicable family member

19





STRUCTURING THE PREFERRED COUPON

21



Valuing the Preferred Coupon

• Fair market value of the preferred coupon is determined taking into consideration

the facts and circumstances set out in Revenue Ruling 83-120

• Yield as compared to risk-adjusted market comparables

• Preferred return coverage

• Voting rights

• Dissolution protection

• Lack of marketability

• Underlying partnership assets

• Volatility

• Income Production

• Market conditions

• Valuation also impacted by 10% minimum value rule – common interests will be

deemed to have a minimum value equal to at least 10% of partnership equity,

regardless of actual holdings

Most important

factors

Coupon lower if

issuer cannot redeem

22



“Forward” Preferred Partnership

• Advantages

• Junior generation benefits from growth in excess of preferred payments

• Negative capital (liabilities in excess of basis) – gain generally not triggered

• Technique approved by statute

• Potential for estate tax deferral under Section 6166

• Other Considerations

• Hurdle rate higher than IDGT/GRAT

• Possible pitfalls under Section 2701

Forward

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Preferred

Cash-Flow

Interest

23



Comparison to Sale to IDGT

• Lifetime termination of grantor trust status means the grantor will be treated as

having transferred all assets and liabilities of the trust to the trust

• Gain triggered on negative capital assets (liabilities in excess of basis)

• Disagreement among commentators as to whether death of the grantor results in

similar treatment – no case, regulation or ruling on point

• Gain triggered on death? Immediately before death?

• Presumably gain recognized to the extent attributable to unpaid portion of promissory note

• Unlikely that trust assets would receive a parallel basis step-up due to gain recognition

• Basis step-up under Section 1014(a)?

• IRS no longer issues private letter rulings on this issue and has included it on the IRS priority

guidance plan

• Compare to Forward Preferred Partnership

• Full basis step-up for preferred interest at death

• No gain triggered with respect to negative capital

• 754 election – step-up for underlying assets of partnership

24



Comparison to GRAT

• Advantages of GRAT

• Possible to “zero-out” so as to avoid making a taxable gift

• No valuation risk – GRAT structured to self-adjust

• Low hurdle rate – 7520 rate for March 2017 is 2.4%

• Considerations and Risks of GRAT

• Mortality risk – must survive GRAT term

• ETIP issue – not conducive to multigenerational planning

• No basis step-up at death

• No additional contributions during GRAT term

• Compare to Forward Preferred Partnership

• Full basis step-up for preferred interest at death

• No gain triggered with respect to negative capital

• 754 election – step-up for underlying assets of partnership

• No mortality risk

• Incorporating multigenerational trust can accommodate GST planning at outset

25



“Reverse” Preferred Partnership

• High valuation due to coverage of coupon and liquidation payments

• Partnership agreement crafted taking into account factors in Rev. Rul. 83-120

• Unless very high investment returns, common interests will slowly be

“cannibalized,” resulting in wealth transfer to junior generation

• Since Applicable Retained Interests are passing to junior generation, preferred

interest can be structured more freely

Reverse

Preferred

Partnership

Senior

Generation

Junior

Generation

Preferred

Interest Common

Interest

26



Considerations under Section 2036

• Preferred partnerships present similar risks as typical family limited partnerships

• Transferor should not retain control rights that might give rise to estate inclusion

• Amend partnership agreement

• Control distributions

• Dissolve the partnership

• Special issues with respect to the preferred coupon

• Fidelity-Philadelphia Trust Co. v. Smith

• In the context of debt obligations, three-part test to avoid Section 2036: (i) promise must be a

personal obligation of the transferee, (ii) obligation must not be specifically chargeable to

transferred property, and (iii) size of payments must not be determined by the income

generated by the transferred property

• Estate of Liljestrand v. Comm’r

• Decedent transferred almost all of his assets into a limited partnership, subsequently made gifts

of limited partnership interests to trusts for his children

• Among other bad facts, the preferred interest retained by the decedent was “engineered” such

that it equalled the partnership’s expected annual income

• All assets of the partnership were included in the decedent’s estate

27



Partnership Formation Issues - Diversification

• Under Section 721, there is generally no gain or loss recognized on contribution of

property to a partnership

• Exception for transfers to partnerships that would qualify as “investment

companies”

• More than 80% of the value of partnership assets, including cash, held for investment and

assets consist of cash (including foreign currency), stock, bonds, options, forwards,

futures, RIC, REIT or PTP interests and precious metals

• Look-through rules for subsidiary entities

• Transfer must result in the diversification (e.g., no gain recognized where partners

contribute identical assets)

28



Other Partnership Formation Issues

• Debt/Equity Characterization

• Important to ensure preferred interests are appropriately treated as equity, rather than

debt

• Multi-factor facts and circumstances test established by case law that tries to analyse the

intent of the parties

• Ways to buttress argument that preferred interest is equity:

• Condition preferred payments on partnership net profits

• Grant certain management and/or voting rights to preferred holders

• Consider “stapling” a non-preferred participation feature to the coupon

• Guaranteed Payments

• Payments to a partner for the use of capital and determined without regard to the income

of the partnership

• Generates a partnership-level deduction, and recipient must include the payment as

ordinary income

• Excluded from definition of “Distribution Right” under Section 2701, and are therefore not

Applicable Retained Interests

29



• Partnership Capital Accounting

• Book Capital Account = the economic value of a partner’s interest in a

partnership.

• Example:

• A contributes BlackAcre, with a fair market value of $100, and tax basis of $10;

• B contributes cash of $100;

• Resulting Balance Sheet:

• Tax Capital Account = a partner’s share of inside basis (i.e. tax attributes)

• Tax capital accounts are credited based on the tax basis of contributed property, rather than the

fair market value of contributed property.

• Example (using hypothetical from above):

Assets Liabilities

BlackAcre 100 N/A/ 0

Cash 100

Capital Accounts

A 100

B 100

Tax Capital Accounts

A 10

B 100

30



• Partnership Capital Accounting

• Section 704(c) Requires Tax Capital Accounting.

• Tax Capital Accounts track a partner’s share of inside basis because each partner

remains liable for the built-in gain of any property he/she has contributed to the

partnership.

• When a partner’s tax capital account is substantially less than his/her book capital

account (because the partner contributed highly appreciated property), the

partner’s tax capital account is more likely to go negative.

• If a partner transfers his/her interest in a partnership when his/her tax capital

account is negative, gain will result equal to the negative balance of the tax capital

account.

• As mentioned earlier, when grantor trust status terminates (upon the death of the

grantor) gain will be triggered to the extent of the grantor’s negative tax capital

account.

• Planning takeaway if planning with highly appreciated property/assets, it

may be advisable to use a preferred partnership structure, rather than a

grantor trust.

31



• Partnership Liabilities

• Recourse Liabilities

• Recourse liabilities are those that any partner bears the economic risk of loss with respect to

the liability.

• This economic risk of loss is present only if any partner would be obligated to make a payment

to the creditor or a partnership contribution upon a constructive liquidation of the partnership

under certain hypothetical circumstances.

• Recourse liabilities can provide basis for distributions and can also generate basis for purposes

of the at-risk rules.

• Nonrecourse Liabilities

• Nonrecourse liabilities are those liabilities of the partnership for which no partner bears the

economic risk of loss.

• The creditor bears the economic risk of loss with respect to a nonrecourse liability.

• The most common type of nonrecourse liability is a loan for which property is pledged as

security for repayment and for which the lender's only remedy in the event of a default is to

foreclose on the property.

• Nonrecourse liabilities can provide basis for distributions, but generally do not provide basis for

purposes of the at-risk rules.

32



The Disguised Sale Issue

• Section 707 - presumes a “disguised sale” exists any time a partner contributes

“built-in gain” property to a partnership and receives a distribution within two years

• Creates a deemed sale between partner and partnership (triggers gain recognition)

• Mismatch between this rule and the requirements of a Qualified Payment

• Solutions – exceptions to disguised sale:

• Payments not exceeding unreturned capital multiplied by 150% of highest AFR

• Highly unlikely in light of low interest rates

• Operating cash flow distributions

• “Reasonable” preferred returns where facts do not “clearly establish” that the distribution

is part of a sale

• Creates additional reporting obligations

• Reasonable guaranteed payments

• Reliance on Qualified Payment grace period for two-years

• Preferred payments will be cumulative and will compound at relevant discount rate

33





PLANNING WITH PREFERRED

PARTNERSHIPS

35



Freeze Partnership for GST Efficiency

• Contains growth in less-efficient multigenerational planning vehicle

• Alternatively, consider utilizing reverse preferred partnership to “cannibalize” Non-Exempt Trust

• Section 2701 attribution rules need to be analyzed

• Possible to leverage GST exemption of G2 beneficiaries by making distributions from

Non-Exempt Trust and using them to fund GST Exempt Trusts

• G2 beneficiaries or Non-Exempt Trust could loan additional assets to GST Exempt

Trusts prior to partnership formation, improving coupon coverage

GST

Freeze

Partnership

Non-

Exempt

Trust

GST

Exempt

Trust

Common

Growth

Interest

Preferred

Cash-Flow

Interest

36



QTIP Freeze Partnership

• Advantages

• Provides steady cash-flow to surviving spouse

• Limits future growth of QTIP Trust

• Other Considerations

• Potential argument under Section 2519 that capital contribution is a taxable disposition of

income interest

• But see FSA 199920016

QTIP

Freeze

Partnership

QTIP

Trust

Trust for

Children

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Surviving

Spouse

Income

37



Intentionally Defective Preferred Partnership

• Preferred interest retained by Senior Generation not a Qualified Payment Right

• Triggers deemed gift, but offsetting adjustment to gross estate at death

• Useful for modest estates where access to assets remains important, or for

maximizing DSUE if a surviving spouse remarries

Defective

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Non-QPR

Preferred

Interest

38



Preferred Partnership/CRT

• Up-front charitable income tax deduction

• Provides reliable cash-flow from NIMCRUT

• Family trust receives the benefit of growth in excess of preferred coupon and

liquidation preference

Forward

Preferred

Partnership

Senior

Generation

Trust for

Children

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Senior

Generation

NIMCRUT

Charity

Preferred

Interest

Lesser of Net

Income or Unitrust

Preferred

Interest

(at end of

CRT term)

39



Capital Strip Preferred Partnership

Forward

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Assets

Real Estate (FMV) $10,000,000

Real Estate (Adj. Basis) $1,000,000

Liabilities – Mortgage ($8,000,000)

Net Equity $2,000,000

Preferred Return @ 6%

$1,800,000 x 6% = $108,000/year

Capital Accounts

Senior $1,800,000

Junior $200,000

40



Capital Strip Preferred Partnership

Forward

Preferred

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Assets

Real Estate (FMV) $10,000,000

Real Estate (Adj. Basis) $1,000,000

Liabilities

Mortgage ($8,000,000)

AFR Loan ($1,500,000)

Net Equity $500,000

Partnership takes $1.5M

AFR loan from related entity

and distributes proceeds

Senior Generation Return

Preferred $300,000 x 6% = $18,000/year

AFR Loan $1,500,000 x 2.05% = $30,750/year

$48,750/year

Versus Unleveraged Return - $108,000/year

Versus Installment Sale - $41,000/year

Basis Consequences at Senior’s Death

Basis in AFR Loan $1,500,000

Basis in Frozen Interest $9,800,000

Senior Equity - $300,000

Mortgage - $8,000,000

AFR Loan - $1,500,000

Basis in Cash Distributed $1,500,000

Capital Accounts

Senior $300,000

Junior $200,000

41



Preferred Partnership with GRAT

• Addresses ETIP issue by moving growth in excess of Preferred coupon to GST-

Exempt Trust

• Addresses high hurdle rate of Preferred Interest

Forward

Preferred

Partnership

Senior

Generation

GST

Exempt

Trust

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Gift of Common

Interests

(allocate GST

exemption) Long-Term

GRAT

Non-

Exempt

Trust

Contribution of

Preferred

Interests

Annuity

Payments

(funded by

Preferred

Coupon)

Preferred

Coupon less

Annuity

42



Managing QDOT Tax Exposure

• Qualified Domestic Trust (QDOT) required to defer US estate tax on transfers to

non-citizen surviving spouse

• Trust “secures” US ability to impose estate tax on transfer to non-citizen spouse

• Principal distributions subject to US estate tax upon distribution, while income

distributions escape US estate tax

• Determination made pursuant to fiduciary accounting principles – cannot

include capital gains but unitrust election permitted

QDOT

Freeze

Partnership

QDOT Family

Trust

Common

Growth

Interest

Preferred

Cash-Flow

Interest

43



Throwback Tax Planning – Yearly Distributions

• Throwback Tax triggered where distributions exceed distributable net income and

fiduciary accounting income (“FAI”)

• Most jurisdictions respect preferred interest coupon as FAI

• Yearly distribution of preferred coupon would “freeze” value of FNGT assets

UNI

Freeze

Partnership

FNGT with

UNI

US

Trust

Common

Growth

Interest

Preferred

Cash-Flow

Interest

Yearly FAI

Distributions

44



Throwback Tax Planning – No Yearly Distributions

• Capital in FNGT with accumulated UNI difficult to access and put to productive use

for the benefit of US resident beneficiaries

• Economically, preferred partnership structure can allow FNGT capital to provide

coupon coverage, thereby enhancing US Trust return on investment, which would

not be subject to throwback tax

• DNI could also be distributed from FNGT on an as-needed basis using

outside assets

UNI Reverse

Freeze

Partnership

US

Trust

FNGT with

UNI

Common

Growth

Interest

Preferred

Cash-Flow

Interest

45



Inbound Planning for Covered Expatriates

• Section 2801 imposes a tax at the highest estate and gift tax rate on certain gifts

from Covered Expatriates to US persons and incorporates the rules of Chapter 14

• Co-investment into a preferred partnership (and/or coordination with an existing US

Trust) provides an opportunity to shift growth to US family members without

triggering the Covered Expatriate tax

Covered Expatriate

Freeze

Partnership

Covered

Expatriate

US Family

Members

Common

Growth

Interest

Preferred

Cash-Flow

Interest

46



Mark-to-Market Freeze

• Donald Trump campaign proposals included mark-to-market tax on appreciated

assets at death (subject to $10M exclusion)

• Preferred partnership caps the growth of appreciated assets otherwise subject to

mark-to-market tax at death

• Voting and management rights could be crafted to influence valuation at death

Mark-to-Market

Freeze

Partnership

Senior

Generation

Junior

Generation

Common

Growth

Interest

Preferred

Cash-Flow

Interest

47



Thank You

David C. Jacobson Meltzer Lippe Goldstein & Breitstone

[email protected]

Eric Fischer Withers Bergman LLP

[email protected]

Joshua Becker Withers Bergman LLP

[email protected]

48

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Structuring Preferred Partnership Freezes in Estate ...media.straffordpub.com/products/structuring-preferred-partnership-freezes-in-estate...Mar 30, 2017 · STRUCTURING PREFERRED