Private Equity

A Team Approach

Working together with our colleagues in Boston, Chicago, New York, Washington, DC, Los Angeles, and San Francisco, we are able to provide our private equity clients with comprehensive legal solutions in all areas that impact their businesses.

Like our clients, we take a team approach to our work, organizing ourselves into service teams dedicated to meeting the specialized needs of each client. In addition to delivering cost efficiencies, this approach allows us to bring particular – and relevant – industry expertise to our engagements. 

We offer a significant depth of experience in such industries as consumer products, distribution, logistics, for-profit post-secondary education, energy (including utilities), food, infrastructure and construction, chemicals, pharmaceuticals, entertainment, real estate, hotels, and the service sector.

We appreciate that our private equity clients’ reputations are perhaps their most valuable currency and that our actions affect them. Our deep and longstanding relationships in the private equity community reflect our demonstrated ability to respond quickly to our client’s needs and vigorously represent their interests – while preserving their invaluable relationships with co-investors, lenders, and management teams.

Comprehensive Legal Solutions

Our representation includes:

• Merger and acquisition transactions
• Fund formation
• Portfolio company representation
• Public market transactions
• Financings
• Venture capital investments
• Restructurings and workouts
• “Fundless sponsors”
• Representation of limited partners and other investors
• Specialized sell-side engagements
• Cross-border transactions

Mergers & Acquisitions

We have acted as lead counsel in hundreds of successfully completed investments, acquisitions (including management buyouts), spin-offs, going-private transactions, dispositions, and financings, with transactions ranging in size from several million to several billion dollars. Our experience includes all forms of transaction structures (e.g., stock, asset, merger, recapitalization); complex capitalizations; transactions involving multiple levels of debt and equity financing (including seller financing and public debt); reorganizations, and management rollovers.

Fund Formation

We have a long history of representing sponsors and other entrepreneurs forming private equity funds and other investment vehicles, including:

• Traditional committed capital buyout funds
• Funds of funds
• Small business investment companies (SBICs)
• So-called “one-off” or single investment funds

A firm-wide depth of practice in tax, securities laws, the Employee Retirement Income Security Act (ERISA), and real estate, in particular, allows us to address the many complexities of organizing these funds and other investment vehicles with creative, strategically appropriate solutions.

Portfolio Company Representation

ArentFox Schiff typically serves as general counsel to the portfolio companies acquired by our private equity clients. When requested, we draw upon the skills and experience of our attorneys nationwide to meet the day-to-day legal needs of these clients in matters involving contracts, labor, tax and employee benefits, as well as environmental, real estate, intellectual property, and litigation issues.  We also represent these portfolio companies in the major events of their business life cycle, from acquisitions, dispositions, and joint ventures to financings, workouts, and exit transactions.

Public Market Transactions and General Counsel Services

We have the depth of experience in public market transactions, securities reporting requirements, and corporate governance to navigate the nuances and complexities of taking portfolio companies public.

Our team represents portfolio companies and their owners in their initial and follow-on public offerings. In many instances, we will serve as general counsel to the former portfolio company after it has become a public company.

Financings

ArentFox Schiff has substantial experience representing borrowers (including portfolio companies) and lenders in every phase of the capital structure, including senior secured financings, asset-based financings, mezzanine financings, unitranche financings, preferred and other equity financings, and other alternative financings. That experience, together with our highly-regarded financing work for lenders and institutional investors, allows us to provide our clients with sophisticated counsel with an awareness of current “market” terms and trends.

Venture Capital Investments

Venture capital investors, including funds, regularly call on us to represent them in their investment activities. As lead counsel to consortiums of venture capital funds, we structure both the investments as well as the relationships among the various venture capital funds.

We understand the changing transaction structures and dynamics of a challenging market. Our venture capital clients benefit from our deep experience gained from counseling clients through the numerous ups and downs since 1998.

Restructurings and Workouts

Should the need arise during the course of an investment life cycle, our Restructuring, Bankruptcy and Creditors’ Rights colleagues work closely with private equity clients and portfolio companies. Leveraging its experience representing debtors and secured as well as unsecured creditors, and in litigation stemming from such representations, this group provides comprehensive counsel to private equity clients facing workout and bankruptcy situations.

“Fundless Sponsors”

While the term “fundless sponsor” is relatively new, for more than twenty years our attorneys have represented investors without committed capital in their middle market buyout and investment activities.

This representation spans sponsors who seek private equity funds or other institutional investors to complete a transaction, to sponsors who complete a transaction with their own funds. In addition, we represent buyout funds that team with fundless sponsors on transactions first identified by those sponsors.

Representation of Limited Partners and Other Investors

ArentFox Schiff regularly represents institutional investors, including insurance companies, pension plans, family offices, university and other endowment funds, and other institutional investors in their financial arrangements as limited partners in private equity, mezzanine, and other similar funds. We regularly review potential investments in top-tier fund offerings on behalf of these clients. We also review our clients’ proposed investments with respect to corporate, tax, regulatory, and employee benefit issues. As a result, we are current on the most recent developments in fund formations and structure and investment terms for institutional investors.

Specialized Sell-Side Engagements

During our many years in the investment field, ArentFox Schiff has forged excellent relationships with many of the top financial advisors to the private equity community. We are often asked by these advisors to assist in the representation of companies where our depth and range of transactional experience is well suited for the company considering a private or public exit.

Cross-Border Transactions

Our group routinely represents clients in cross-border transactions. Whether on behalf of private equity clients or other firm clients, we engage in acquisitions, dispositions, and joint ventures in Europe, Asia, Central and South America, and Canada. Our established relationships with local counsel throughout the world provide us with prompt and efficient access to proven “best in class” counsel outside the United States.