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ARTICLE · 29 MAY 2019

The Up-C Structure In IPOs

Mayer Brown
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The umbrella partnership - C corporation structure ("Up-C") is an indirect mode for an operating partnership to conduct an initial public offering ("IPO").

United StatesCorporate/Commercial Law
Gonzalo Go
Gonzalo Go
Anna T. Pinedo
Anna T. Pinedo
Remmelt Reigersman
Remmelt Reigersman
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Basic Features

The umbrella partnership - C corporation structure ("Up-C") is an indirect mode for an operating partnership to conduct an initial public offering ("IPO"). It derives its name from the Up-REIT structure, widely used by real estate investment trusts since the 1990s. An Up-C is composed of two entities: the parent company, which is a C corporation ("PubCo"), which will be organized as a holding company, and PubCo's subsidiary, which is the then-existing operating partnership, usually structured as a limited liability company or a limited partnership (a "Flow-through Entity"). The Flow-through Entity's capital structure will be modified by reclassifying the interests of its original owners ("Original Partners") into a new class of interests that is exchangeable for PubCo common stock. The Up-C structure makes it possible for the Flow-through Entity to undertake an IPO while maintaining its partnership status, principal assets and operating

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