We advise private equity clients in the full range of investments and dispositions encountered in the life cycle of an investment fund. We build long-term, personal relationships with clients that begin by working to understand their business goals. We are known for our ability to anticipate issues, critically analyze them, and ultimately address them as efficiently as possible.
Clients benefit from our diverse industry experience, including technology, media, telecommunications, manufacturing, retail, energy, health care, biotechnology and life sciences, and finance. We provide support in virtually every area, from tax, antitrust, and intellectual property, to employee benefits, labor and employment, environmental, real estate, and litigation, among others.
Ready access to capital on reasonable terms is essential to private equity transaction success. We represent lenders and borrowers in all types of private equity finance transactions. We are well versed in how to configure credit facilities to address the various structures that private equity funds and management companies deploy, including blocker funds, feeder funds, master funds, alternative investment vehicles, and other special purpose entities. We have experience with a wide variety of fund finance structures and loan parties, including capital call and subscription-based secured and unsecured lines of credit, management company and GP loans, bilateral and syndicated transactions, real estate and non-real estate funds, and foreign and domestic loan parties. Our team works seamlessly with colleagues in fund formation, tax, ERISA, and financial regulatory practices. Our experience in nearly every aspect of the private equity financing industry provides clients with valuable guidance on how to structure these transactions and navigate complex issues during the underwriting, due diligence, or documentation phases of deals.
We represent private equity sponsors across a broad range of transactions and investments, including growth equity investments, leveraged buyouts, management buyouts, going-private transactions, co-investments, management equity arrangements, recapitalizations, add-on acquisitions, divestitures and other exits, and financings. Our finance group works closely with our primary transaction team in connection with private equity-sponsored leveraged buyouts and other transactions, and includes attorneys with deep experience in negotiating acquisition debt financing arrangements, and an exceptional commercial understanding of U.S. and international financing markets. When needed, we also advise our clients in hostile situations involving either multiple bidders, or board or shareholder opposition. Our team also includes advisors adept at forming funds and offering restructuring advice to troubled portfolio companies.
Our attorneys assist funds and their portfolio companies in asset sales, stock sales, recapitalizations, refinancings, mergers and consolidations, IPOs, and other liquidity events. We team up with our tax and compensation attorneys to structure optimal opportunities for our private equity clients and the other stockholders of the portfolio companies. When needed, we also advise clients in hostile situations.
Additionally, we have significant experience working with our clients’ investment bankers to structure and manage sell-side auctions that enable the potential purchasers to focus on the economics and potential growth opportunities in the target rather than on the legal issues that serve as a distraction to value creation.
Public and private offerings of debt and equity securities enable our clients’ portfolio companies to restructure their balance sheets and raise new capital to grow their businesses, whether organically or through acquisitions, often accompanied by a partial disposition by the fund investor. Our attorneys have assisted portfolio companies in a variety of IPOs, follow-on equity offerings, and Rule 144A offerings of debt or convertible preferred stock, frequently followed by platform add-ons or roll-up acquisitions.
Once investments have closed, we provide ongoing support to the portfolio companies, functioning as outside general counsel on a regular basis.
At the outset of the fund formation process, we seek to understand and be aligned with our clients’ goals and expectations, the expected evolution of the fund’s structure, the fund’s investment strategy, and the fund’s likely investor complement. We provide practical advice on strategies for crafting the fund’s economic and management terms, the fund’s structure, possible exemptions under the Investment Company Act of 1940, the structure of the general partner and management company, compliance with the Investment Advisers Act of 1940, state law and ERISA issues, and contractual arrangements.
Our team of private equity attorneys employs a full service approach so portfolio companies enjoy the ease of having all angles addressed by one team. We work to strengthen the sponsor/portfolio company relationship by offering guidance regarding capital structures, management incentive structures, strategy, etc. Our team issue spots emerging legal risks in preparation for the ultimate sale. If issues appear during or after an acquisition, we help portfolio companies address those in the most advantageous way possible.
We represent emerging growth companies across a broad range of industries — as well as venture capital firms and other investors — with the full life cycle of growth capital investments, including friends and family; angel- and seed-stage rounds; Series A, B, and C institutional venture capital financings; later-stage growth capital investments; and public offerings.
We help these businesses grow by bringing our experience to every aspect of their ESG initiatives, including environmental management; alternative energy development; project siting and development; fund formation and private equity portfolio management counseling and related reporting; climate adaptation infrastructure; responses to social justice initiatives and environmental justice concerns; diversity, equity, and inclusion (DEI) initiatives; board diversity; work force management; employee, customer and stakeholder engagement; and carbon and other emission and waste reduction initiatives. We also understand the increasing importance of ESG in obtaining financing for company initiatives.
Building on Troutman Pepper’s long-standing commitment to corporate social responsibility and sustainability across our transactional practices, we help sponsors, investors, lenders, and portfolio companies develop and implement ESG principles in their growth strategies. We bring these forward-thinking entities state-of-the-market insights into regulatory and contractual obligations, fundraisings, impact investing initiatives, environmental compliance, employment, and ongoing business operations.
Speaking Engagements
11.20.24
2024 ACG Deal Crawl
Sponsored Events
10.27.24
2024 National Summit for Middle Market Funds
Sponsored Events
09.30.24
M&A East 2024
Speaking Engagements
09.26.24
The 20th Annual Southeastern M&A/Private Equity Forum
Firm News
07.02.24
Troutman Pepper Counsels The Valcourt Group in Acquisition of Lupini Construction
Firm News
06.28.24
Troutman Pepper Advises Payroc in Agreement to Acquire i3 Verticals’ Merchant of Record Payments Business