On a few deals lately, I've been seeing comments that a company will grant the unawarded profits interests right before the transaction. This doesn't make sense to me, as PIs have no value at grant. I assume people are just not updating the PIs' distribution thresholds so they have value. Seems problematic. Am I missing something?

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What's the question here?

Tax practitioners take the position that PIs have no value if granted at a certain time, but they absolutely do in the real world. Granting ahead of the transaction insulates the PI from some entitlement that may be created through the transaction and can help shore up the tax analysis. Does that help?

I’d argue these aren’t valid profits interest because they were in the money on day one. The best method in assessing fair market value is a 3rd party transaction and at the time of grant there’s arguably a peg of $100 even if the transaction didn’t close. At worst, the value is somewhere between $0 and $100. I wouldn’t be comfortable with this fact pattern that the units are good PIU and not a capital interest

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