Private Equity

We represent private equity sponsors and other investment firms across a wide variety of asset classes in acquiring and divesting publicly-traded and privately-held companies and real estate. We represent companies being acquired by, or obtaining capital from, private equity and other investment firms, as well as bank and non-bank lenders providing the debt financing to enable leveraged acquisitions. We advise private equity and other investment firms and their general partners, limited partners and co-investors with respect to fund formation issues and equity sponsor issues throughout the life of their funds. We are experienced in helping such clients address a comprehensive range of fund matters, from the formation of fund entities through the negotiation of fund terms and closing of the fund.

Leveraged Buyouts and Other Portfolio Investments

We have extensive experience assisting sponsors in connection with leveraged buyouts and other portfolio investments. These transactions often call on the expertise of a variety of our leading practice groups and industry experts. We have a solid track record of successfully negotiating optimal terms, implementing highly sophisticated structures and meeting the tightest closing schedules, helping our private equity sponsor clients succeed in today’s competitive market.

We also have significant experience representing companies being acquired by, or receiving capital from, private equity firms. Our work on private equity transactions often includes representing bank and nonbank lenders in providing senior, mezzanine and subordinated debt financing to enable leveraged acquisitions. We also represent management teams, boards of directors and financial advisers in connection with private equity transactions.

Fund Formation

We have significant experience assisting clients with the formation of private equity and other investment funds We draft fund formation documents to concisely implement the economic bargain among the fund’s investors and its sponsors.

We have significant experience forming offshore investment funds in order to establish tax efficient structures that benefit both the fund’s investors and its sponsors. We coordinate with offshore counsel to ensure that fund offering documentation complies with the laws of the jurisdiction of formation and that the structure is as tax efficient as possible for all involved. In providing fund formation advice and drafting documentation, we have worked with direct funds, fund-of-funds and parallel funds.

We pride ourselves on our business sense, availability, responsiveness and the consistent quality of the efficient and cost effective services we provide. Our partners stay involved in the day-to-day interaction with the client and are available consistently to resolve issues and accelerate progress toward completing each aspect of the fund formation process.

Private Equity Fundraising and Investment

Our private equity sponsor clients benefit from our familiarity with investor and fundraising market issues and sensitivities, which is the result not only of our experience representing sponsors, but also of our continuous representation of institutional investors making limited partnership investment in private equity firms on a worldwide basis. Private equity investors that we represent include: pension plans, financial institutions, foreign entities and individuals, insurance companies, charitable organizations, high net worth individuals and family businesses.

Our lawyers have honed their ability to analyze and review private equity fund terms from an investor perspective. We use a practical approach to fund documentation. Our experience, which is due to our regular interaction with a wide variety of private equity funds, is of significant value to our private equity fund clients as they evaluate side letter proposals, as we insight into the latest market terms and practices and the solutions to issues that are important to private equity fund investors.

We have up-to-date knowledge of side letter provisions; the trend toward increased disclosure of fund expenses allocation practices; preferred return, management fee and carry terms and calculations; and investor demands for greater security for clawback claims.

Our lawyers work closely with private equity firm principals to document their relationship with the fund. We recognize that it is very important, when establishing a private equity fund, to structure the participation by the fund principals and other management team members to maximize their after-tax returns and to align their interests with those of the fund’s investors. We have extensive experience in creating complex investment programs, leveraged co-invest programs, and other tax advantaged and estate-planning investment structures for principals of private equity firms, as well as for other management team members of private equity firms and financial institutions affiliated with them.

Regulation

On the regulatory front, we advise our private equity clients with respect to securities laws, corporate, CFTC, tax and ERISA issues and other applicable laws, rules and regulations in connection with the structuring and offering of private investment funds. We have helped our private equity clients ensure compliance with Regulation D; state blue sky laws; the Investment Company Act of 1940; the Investment Advisers Act of 1940; the Securities Exchange Act of 1934 (including broker dealer regulations); ERISA; Regulation S and other regulations relating to simultaneous United States offerings and offshore offerings; the Gramm-Leach-Bliley Financial Services Modernization Act of 1999; and FINRA regulations.

Our Team

Our private equity lawyers include members of our Private Equity practice, our Mergers & Acquisitions practice, our Capital Markets and Corporate Governance practice, as well as members of our Real Estate, Employment, Tax and other specialist practices. Our attorneys work together as a team to produce creative and efficient solutions for our private equity clients.

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