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Practice Areas :
Business
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Private Capital and Investment Funds
Patton Boggs’ Private Capital and Investment Funds Practice has extensive experience representing investors in a wide variety of private investment funds organized in jurisdictions throughout the world. Our Private Investment Funds Practice also has the capabilities to assist our private investment fund sponsor clients with all of their transactional needs, from fund formation to financing and acquisition of portfolio investments.
Fund Investor Representation
Patton Boggs serves as counsel to clients who are major investors in private equity, hedge, and other types of investment funds investing throughout the world. On behalf of our U.S. and international taxable and non-taxable clients, we review and negotiate the business and legal terms of:
- Leveraged buyout funds
- Venture capital funds
- Distressed debt funds
- Real estate funds
- Mezzanine debt funds
- Hedge funds
- Funds of funds
- Funds focused on the secondary market
With the support of our tax and ERISA colleagues, we regularly provide structuring advice to our U.S. and international investor clients with respect to both U.S. and offshore private fund investments, in amounts ranging from 10 million to several hundred million dollars. We also provide a wide range of corporate maintenance and other forms of support for our clients’ U.S. and international investing subsidiaries and assist our clients with all aspects of anti-money laundering compliance. Below is a list of managers with whom we have negotiated on behalf of our clients.
- Advent International Corporation
- Apollo Real Estate Advisors
- Ares Management LLC
- AXA Private Equity Secondaries Limited
- Bain Capital
- Coller Capital
- CVC Capital Partners
- First Reserve Corporation
- Fondinvest Capital
- Goldman Sachs Asset Management International
- Graham Capital Management LP
- Kohlberg Kravis Roberts & Co. L.P.
- Lexington Partners Inc.
- Makena Capital Management LLC
- Morgan Stanley Real Estate
- Permira Advisers LLP
- Terra Firma Capital Partners Limited
- Texas Pacific Group
- The Blackstone Group
- The Carlyle Group
- Thomas H. Lee Partners
- Tudor Investment Corporation
- WLR Recovery Associates
Fund Sponsor Representation
Patton Boggs serves as counsel to private fund managers in connection with raising U.S. and offshore private equity, hedge, and other types of investment funds with diverse investment structures, objectives, and strategies.
This representation includes a full range of services – from structuring internal governance and economic terms within the fund sponsor team to structuring investment fund terms; drafting all offering, governing, and subscription documents; negotiating with fund investors; coordination of non-U.S. legal issues with international counsel; and handling closings. We employ a team approach during this process, drawing in colleagues with special knowledge of tax law, ERISA, securities law, banking law, and international law, among other specialties, to handle all phases of fund formation and to provide clients with solutions to complex structuring issues.
In addition, we provide ongoing counsel to private fund managers and their investment funds during the lifespan of a fund. Such counsel may include advice regarding regulatory matters (including SEC, CFTC, and ERISA issues), operational matters (including fund borrowing and liquidations), taxation, dispute resolution (including litigation and assistance with investor disputes), and legislative and regulatory developments affecting fund managers and the investment strategies they pursue. We also have well-developed knowledge within the firm that allows our clients to navigate CFIUS issues with confidence.
Representative matters include direct funds and funds of funds for clients ranging from small start-up funds to large institutional funds, including:
- Representing a fund sponsor in the formation of a fund of hedge funds that will invest globally and in various types of hedge fund strategies.
- Representing a fund sponsor in the formation of a $500 million fund of funds to make investments in infrastructure funds throughout the world.
- Representing a fund sponsor in the formation of a $100 million hedge fund to make investments in PIPEs and reverse mergers.
- Representing a fund sponsor in the formation of a $100 million real estate fund to make investments in Mexican real estate developments.
- Advising a fund sponsor on taxation of inbound investments by non-U.S. funds in securities, derivatives, real estate, and other U.S. assets.
- Creating 3(c)(7) U.S. and offshore hedge funds for the asset management division of an international investment bank.
- Representing hedge funds and other large financial institutions in SEC, DOJ, and New York State Attorney General investigations.
Private Fund Transactional Experience and Superior Business Support
Patton Boggs’ Business Law Practice covers all aspects of private investment fund transactional and related activities, including:
- Mergers and acquisitions
- Venture capital financings
- Direct equity investments
- U.S. and international leveraged buyouts
- Management buyouts
- Private investments in public equity (PIPEs)
- Debt (bank, high-yield, and mezzanine) finance
- Dispositions
- Sale-leasebacks
- Restructurings
- Co-investments
- Recapitalizations
- Joint ventures
- Going-private transactions
- Spin-offs
- Management compensation issues
The firm’s attorneys regularly provide our institutional investor and sponsor clients with creative and business-focused counsel with respect to legal, business, and management issues that arise in private investment fund transactions and related activities. Notably, our corporate transactional attorneys advise investment fund deal sponsors, lenders, and institutional investors on all aspects of the relevant transactions, including debt and equity financing, deal and tax structure, merger and acquisition negotiation and documentation, due diligence, management arrangements, antitrust compliance, deal implementation, and ultimate disposition and refinancing.
With broad experience in complex financing transactions and corporate business support, we bring together an interdisciplinary team knowledgeable in corporate finance, business counseling, corporate governance, securities, tax, real estate, ERISA, labor and employment, technology and intellectual property, and litigation, as well as in antitrust, environmental law, health/safety, telecommunications, transportation and infrastructure, and other regulatory areas.
Over the last three years, the firm and its professionals have successfully represented clients in a diverse number of private investment fund transactions and related matters, specifically:
- Representing a major public asset manager in its acquisition of a national home-cleaning services company. The client’s investment took the form of a revolving credit facility, first-lien senior term loan, senior and junior subordinated debt, holding company notes, and preferred and common equity, plus the client structured its capital in a unique way which needed to be worked through with management (which was rolling over proceeds and taking over the company from an exiting founder). There were also requirements to transition out certain long-term employees through distinctive retirement and consulting arrangements.
- Representing one of the largest publicly traded alternative asset managers in financing of the acquisition of an environmental testing and program compliance support provider by a national laboratory network for environmental drilling and monitoring well services. The asset manager provided equity as well as senior, second-lien, and subordinated debt to an acquisition sponsored by HIG to combine the two largest players in the U.S. environmental services and testing industry.
- Representing an equity fund lender’s interests in borrower’s restructuring and associated acquisition of Texas oil and gas interests pursuant to a preferential right to purchase in a transaction, which was completed over eight days with zero advance notice.
- Representing a hedge fund in proxy contest against an energy company involved in the exploration and production of oil and gas resources, resulting in settlement in favor of client’s corporate initiatives.
- Representing the part-owner of Saudi Arabia’s largest construction company in closing the first commercial “farm-in” to a government production sharing agreement for the exploration and production of crude oil in Southern Jordan – a find that has the potential to be the first major commercial crude oil discovery in Jordan.
This private equity investment for locating and producing commercial crude oil from a structure in the Jordanian desert south of the Dead Sea was successfully completed after a three-month marathon negotiating effort stretching from Riyadh and Amman to Denver and Houston. - Negotiating investments in managed accounts and private equity, hedge, venture capital, incubator, and funds of funds on behalf of a church plan.
- Representing a private equity fund in connection with a plan to acquire control of an international telecommunications company through a tender offer and private stock purchase.
- Representing a sizable investor in a co-investment in a worldwide hotel chain.
- Representing a sizable investor in a co-investment in a seller-financed purchase of a leveraged debt portfolio.
- Representing the borrower – a supplier of woven and non-woven polypropylene fabrics for geotechnical, landscaping, wrapping and carpet backing applications – in refinancing of term loan and revolving credit facility.
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