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What happens to my EB-5 case if the JCE is acquired by another company before I get my conditional green card?

I am from China and planning to invest in EB-5 regardless of the backlog. If the regional center project we invest gets acquired by another company before a visa number is allotted to me, then what happens to my EB-5 case? Is the regional center or the project required to inform me before they make such decisions?

Answers

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    BoBi Ahn

    Immigration Attorney
    Answered on

    Such a requirement of notice of ownership changes should've been negotiated at the outset. But, as long as the requisite jobs are created and maintained and the business operation has not changed outside of the ownership, it should not be a problem for continuing with the EB-5 process.

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    Hassan Elkhalil

    Immigration Attorney
    Answered on

    Normally the regional center will inform you of any changes. If the regional center is sold, it should not affect your EB-5 petition (unless there is another agreement that states otherwise between you and the regional center).

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    Julia Roussinova

    Immigration Attorney
    Answered on

    It may or may not create material change issues that may require a refiling. It is highly recommended that you engage the services of an experienced EB-5 attorney to review the terms of the offering documentation of the regional center project before you invest.

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    Bernard P Wolfsdorf

    Immigration Attorney
    Answered on

    As long as the jobs are created, it may not be a problem that the JCE is acquired or sold. Not all projects have a requirement to advise investors, but you can ask and request that you get notification of any such deal.

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    Salvatore Picataggio

    Immigration Attorney
    Answered on

    I would hope they would, but those things would be disclosed somewhere in the offering documents. A new regional center sponsorship would probably be a material change requiring a new filing, but a change within the internal structure of the RC or other entities may or may not be, depending on how drastic.

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    Phuong Le

    Immigration Attorney
    Answered on

    Depends on the terms of the deal and the timing. Although it's generally not advisable for an EB-5 project to be sold before the investors have at least reached the CPR stages, it may be possible if the sale (and most importantly, the EB-5 obligations) are structured carefully to be transferred over to the new owner. In such situations, I do not think it is controversial to say that the NCE (and perhaps the regional center and project) should notify their investors and provide them of sufficient information/disclosures regarding the proposed sale.

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    Marko Issever

    EB-5 Broker Dealer
    Answered on

    You are purchasing preferred stock of the NCE, otherwise known as newly created entity. An affiliate of the regional center or the developer actually owns the NCE. Under the typical arrangement, the NCE lends funds to the JCE. All other things constant, the ownership of the JCE should not create an issue for you as long as its activities create the jobs it is supposed to before the sale and those jobs accrue to you. The credit risk is another story. When making an investment in one of these projects there are two main questions you need an answer for. First, will I get my green card? Second, will I get my money back? You are rightfully focusing on the main goal of the green card. When picking a project, you should, however, also pay attention to whether you will get your funds back. The sale of the JCE to an unknown entity could certainly change that equation to your detriment. It is very important, therefore, to read the fine print and look into the terms of the private placement memorandum, the PPM.

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    Michael A Harris, Esq

    Immigration Attorney
    Answered on

    I think the important question is whether or not the project will face a change in financing that would affect the job creation, or even the existence of an affiliation agreement between the NCE and the JCE. If the new owner of the JCE is simply stepping into the shoes of the JCE as a successor-in-interest without any material change, then it may be OK. It will also be important to consider how the offering documents, specifically the private placement memorandum, consider such a buyout. For more information before you invest, consult with a EB-5 specialist and team that can provide you an independent analysis.

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    Lynne Feldman

    Immigration Attorney
    Answered on

    An I-526 amendment may be required or a new filing may depend on whether the new entity is a legal successor-in-interest.

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    Belma Chinchoy

    Immigration Attorney
    Answered on

    A sale of JCE or its assets is a common exit strategy in EB-5. As an investor, you will be notified but you will likely have no say in it. Your EB-5 case will not be negatively affected by the sale on its own. As long as jobs have been created and you remain invested in the NCE, your I-829 should be approved.

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    A Olusanjo Omoniyi

    Immigration Attorney
    Answered on

    There is nothing unusual about the possibility of such occurrence. However, before you proceed, ensure that your negotiate such a possibility into your agreement and make sure your interests are protected. Generally, the obligations of the JCE to the investors will not disappear just because it is acquired by another company. While you may be informed prior to the acquisition, that will not be enough, it is rather preferred that the issue be anticipated and a solution for such occurrence should be included in your agreement.

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    Charles Foster

    Immigration Attorney
    Answered on

    If the regional center project in which you invest gets acquired by another company before you receive approval of your EB-5 investor petition on Form I-526, then you may have a problem if the business goes away and you simply have a return of your investment. You must keep your funds at-risk until you have acquired lawful permanent residency and you file your application to remove conditions on Form I-829. Given the lengthy wait under the Chinese quota, you would want to be very careful about the project and how it was structured to protect investors. The project may or may not be required to inform you before it enters into an acquisition agreement with a third-party company. You should make sure that under the provisions agreed to by the job-creating entity, they will not sell the company unless they are able to redeploy your investment in a similar project for the length of time it takes you to acquire your initial conditional lawful permanent residency and to remove conditions.

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