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Appraisal Issues Surrounding the Leveraged Reverse FreezeAppraisal Issues Surrounding the Leveraged Reverse Freeze

A freeze transaction is an estate-planning technique that uses the interplay of the differing financial and valuation characteristics of preferred equity and common equity securities to transfer assets from one generation to another while minimizing estate and gift taxes. A reverse freeze is a wealth transfer strategy that uses a limited partnership (LP) or a limited liability company that's structured

13 Min Read
Wealth Management logo in a gray background | Wealth Management

Alex W. Howard & Bradley A. Gates

A freeze transaction is an estate-planning technique that uses the interplay of the differing financial and valuation characteristics of preferred equity and common equity securities to transfer assets from one generation to another while minimizing estate and gift taxes. A reverse freeze is a wealth transfer strategy that uses a limited partnership (LP) or a limited liability company that's structured to have both preferred and common interests (we'll assume the use of an LP structure). In a reverse freeze transaction, the transferred partnership interest is the preferred interest. The preferred partnership (PP) interest is structured to receive a preference return that's senior to any distributions made...

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About the Authors

Alex W. Howard

Managing Director, Stout Risius Ross

Alex W. Howard is a Managing Director in the Valuation & Financial Opinions Group. Mr. Howard has extensive experience in providing valuation opinions, transaction services and financial advice for middle market private and small capitalization public companies. He has provided opinions for corporate and estate planning; estate-, gift-, and income-tax requirements; fairness opinions; mergers and acquisitions; and employee stock ownership trusts, among others. He has advised boards of directors and trustees regarding mergers and acquisitions, reorganizations and recapitalizations.
 
Mr. Howard serves a wide range of industries including industrial, retail, wholesale, service, insurance and investment companies, natural resource and real estate operations, and banks.

Prior to joining SRR, Mr. Howard was a founding partner and president of HFBE where he managed the firm, as well as supervised and participated in valuations and financial advisory opinions. Prior to founding HFBE, Mr. Howard served in various positions within the securities industry for Rotan Mosle, Inc., First Interstate Capital Company of Texas and Kemper Securities Group, Inc. where he participated in corporate finance transactions including, mergers and acquisitions, private placements, and financial advisory services.

Mr. Howard is a Chartered Financial Analyst and an Accredited Senior Appraiser of the American Society of Appraisers. Mr. Howard holds professional licenses as FINRA Series 7 General Securities Representative, the FINRA Series 63 Uniform Securities Agent State Law Exam, and the FINRA Series 24 General Securities Principal

Bradley A. Gates

Managing Director, Stout Risius Ross

Bradley A. Gates is a Managing Director in the Valuation & Financial Opinions Group. He has extensive experience participating in financial analysis and valuation of corporate securities and partnership interests of private and closely held companies as well as publicly traded corporations.  He has also participated in assignments and valuations for estate-, gift-, and income-tax requirements, fairness opinions, mergers and acquisitions, reorganizations, financial reporting, litigation support, estate planning, and employee stock ownership plans. Mr. Gates has extensive experience with the valuation of carried interests in private equity, venture capital, and hedge funds. Valuation of carried interests represented a broad range of funds including generalist buyout, oil and gas, venture capital, real estate, emerging markets, and infrastructure, among others, ranging in size from under $1 billion in capital to $15 billion in capital.
 
Mr. Gates serves a wide range of industries including manufacturing, construction, oil and gas, power, telecommunications and information technology, banking, restaurant, and distribution.

Prior to joining SRR, Mr. Gates was a Managing Director of HFBE where he performed financial analysis and valuation of corporate securities and partnership interests, with an emphasis on private and closely held companies; conducted economic and industry research; and prepared written reports for client presentation. Prior to HFBE, Mr. Gates was an Analyst at Huron Consulting Group where he performed financial, economic, and valuation analyses for various litigation consulting matters.

Mr. Gates is a Chartered Financial Analyst and a member of the CFA Institute, the CFA Society of Houston, and the American Institute of Certified Public Accountants and is Accredited in Business Valuation.

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