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OVERVIEW

The Perkins Coie Private Equity group has a leading practice in the representation of private equity funds and firms. Our attorneys are experienced in all types of private equity transactions, from industry consolidations to leveraged buyouts of private and public companies. Our practice emphasizes middle-market transactions, typically involving companies with enterprise values up to $1 billion.

In addition, we have a substantial practice dedicated to structuring and forming private equity funds, hedge funds, venture capital funds and real estate funds, and advising fund sponsors in connection with formations. Our private equity attorneys work together as teams. We strive to deliver exceptionally high value through coordinated and concentrated experience, with a keen focus on our clients' business objectives.

Investment and Exit Transactions

Our attorneys represent investors at all stages of the portfolio company investment cycle, from new acquisitions and follow-on investments to liquidations of investments by sale, recapitalization or public offering. Where necessary, we also represent investors in restructuring investments.

Our credit and debt attorneys represent borrowers and lenders in debt financing and restructuring transactions, including structuring and negotiating senior and subordinated debt facilities in connection with leveraged transactions. The firm's depth allows us to draw on resources in the array of legal issues involved in transactions, including bankruptcy, tax, executive compensation, option plans, ERISA, environmental, intellectual property, and estate planning.

Portfolio Company Representation

We regularly represent our private equity clients' portfolio companies in connection with a wide variety of matters, utilizing attorneys throughout the firm. For example, we frequently represent clients' portfolio companies in connection with:

  • Add-on acquisitions and roll-ups to expand industry platforms;
  • Environmental matters, including compliance and remediation issues;
  • Intellectual property matters, including licensing agreements and patent prosecution;
  • Option and bonus plans, management compensation and employment agreements, labor and general employment issues;
  • Real estate matters, including sale-leaseback transactions, construction projects and debt financing; and
  • Joint ventures and outsourcing arrangements.

Fund Formation and Advisory

The group assists clients in all areas of fund formation and structuring, offerings and operations. We also assist our clients with critical decisions regarding clawback obligations, management fee structures and limited partner commitment workouts. Our services include:

  • Structuring partnerships, limited liability companies and other entities for fund operations and management;
  • Advising and assisting funds for qualification as Small Business Investment Companies (SBIC);
  • Preparing offering terms and documents and negotiating terms with investors;
  • Addressing tax, securities and investment company issues in structuring the entities;
  • Structuring for bank regulatory, foreign and other unique issues of investors; and
  • Advising fund management regarding compensation, equity, employment and governance issues.

Search Funds

Our firm is also actively involved in the representation of search funds. Specific legal experience with respect to these specialty funds include: fund formation, structuring, preparation of fund formation documents and transaction offering memoranda, day-to-day operational issues, and acquisitions, follow-on investments and liquidations.

Our services include:

  • Structuring and forming the initial investment vehicle and other related entities;
  • Preparation of the initial offering materials and agreements;
  • Coordinating with investors with respect to all aspects of financing transactions;
  • Preparation of the offering materials and agreements with respect to any follow-on investments;
  • Consummation of the initial acquisition, any follow-on acquisitions, and any sale transactions; and
  • Advising fund management on various legal issues, including tax, securities, Investment Company, compensation, equity, employment and governance.

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