EB5 Investors Magazine Volume 5, Issue 2 | Page 79

TOP CORPORATE ATTORNEYS
JOHN TISHLER Partner Sheppard Mullin

John Tishler practices corporate and securities law as a partner at Sheppard Mullin , a global law firm . He is team leader of the EB-5 Project Finance Team and has served from time to time as leader of the Public Companies and Capital Markets Group . Tishler ’ s practice includes domestic and international capital markets , corporate finance , corporate governance , business transactions , mergers and acquisitions and technology . For more than 20 years , Tishler has helped clients in designing and executing successful investment programs . He represents developers , regional centers and other intermediaries for their participation in the EB-5 program . Tishler is a leading EB-5 securities and project finance attorney , frequent writer and speaker and the co-editor and co-author of The EB-5 Handbook : A Guide for Investors and Developers ( 2014 ). He is a graduate of Cornell University and Yale Law School .

WHAT TRENDS ARE YOU SEEING IN THE EB-5 INDUSTRY ?
The flight to quality predicted for many years has arrived . Migration agents are increasingly sophisticated about project selection and credit quality . We also see more deals structured as preferred equity , which is often more flexible in the capital stack than mezzanine debt . Factors including retrogression effects also have made it difficult to raise EB-5 funds for projects depending on such funds to complete construction . We see the majority of deal volume for taking out bridge financing as USCIS guidance permits . Many projects require restructuring and an increasing number of disputes are associated with EB-5 financing . Such circumstances could often be avoided with careful structuring , planning and document preparation .
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT ?
From our first project , our firm has always included redeployment planning for clients . Fundamentally , the USCIS redeployment requirement through the investors ’ sustainment periods increases EB-5 capital ’ s value to the users of that capital . Redeployment is a major consideration for developers – without available redeployment into other projects , many developers would pass on EB-5 . Of course , redeployment presents risks – which is exactly the point , as USCIS requires redeployed funds be “ at risk ”. Migration agents are negotiating redeployment as part of project underwriting , and hiring U . S . project finance counsel . Redeployment requires balancing the interests of investors , intermediaries and developers in the face of regulatory uncertainty .
OSVALDO TORRES Principal Torres Law , P . A .

Osvaldo Torres is the principal at Torres

Law P . A . During his career , Torres has focused on complex corporate transactions , including securities offerings and mergers and acquisitions . For the past six years , Torres has been immersed in EB-5 work , successfully representing regional centers and projects with corporate structuring and securities offerings matters . Torres has worked on numerous EB-5 offerings , including those involving hotel development , residential construction , senior independent living complexes , healthcare and medical device companies , restaurants and franchises . Torres frequently speaks at EB-5 conferences and serves on IIUSA ’ s President ’ s Advisory Council and Compliance , Public Policy and Editorial Committees . He is also on the Steering Committee for the EB-5 Investment Coalition and a member of the EB-5 SEC Roundtable . Torres received his J . D . from the University of Pennsylvania Law School .
WHAT DO YOU THINK THE FUTURE OF THE EB-5 INDUSTRY LOOKS LIKE ?
Given the increasing visa backlog for mainland Chinese investors and the likelihood that Vietnamese investors will soon also be oversubscribed , the EB-5 industry will have to expand to new markets to seek investors , including India , the Middle East and Latin America . I expect that the preferences of investors in those markets will ultimately drive the structure of future EB-5 projects . I believe that the EB-5 industry would benefit from third-party fund administration requirements for affiliated deals to ensure that investors are better protected in light of the conflicts of interest posed by such deals .
WHAT TRENDS ARE YOU SEEING IN THE EB-5 INDUSTRY ?
Within my practice , I have been involved in an increasing number of EB-5 projects with marketing targeted to Latin American investors . I have also noticed that more and more projects are being structured as equity investments rather than loans between the new commercial enterprise and the job creating entity . Finally , it seems that regional centers and escrow banks are becoming increasingly involved in reviewing project documents and will often insist on being provided with final business plans and offering documents prior to issuing signed regional center agreements or escrow agreements .
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