Patterson Belknap’s Private Equity practice group brings together extensive transactional experience and broad interdisciplinary skills. The group focuses on private equity and venture capital transactions, fund formation and related advice. We represent investors and funds, and also emerging growth companies in their full range of financing and other activities. We pride ourselves in understanding our clients' businesses and anticipating their legal needs.

Private Equity

Our private equity practice group represents clients in acquisitions and sales of businesses, in the financing of these acquisitions, and in related tax and regulatory matters. We advise clients in relation to all types of investment instruments, including preferred and common equity, senior, subordinated and convertible debt, bridge loans, options, warrants and exchangeable instruments, in each case to best meet our clients' goals. We have significant experience in management buyouts and in distressed securities, insolvency and bankruptcy situations.

We are at the forefront of constantly evolving industry standards, deal structures, and legal deal terms that the leading investors in the private equity business pursue. We actively monitor and guide our clients in connection with important legal developments in the private equity and M&A areas. We represent target companies in private equity and M&A transactions and advise bankers and special committees in private equity and other sale transactions. Such advice is critical to ensuring transactions successfully proceed to closure, that stockholders' rights are protected, and that the Board and managers are protected through full compliance with their fiduciary duties.

We have extensive experience in the process of exiting investments and realizing value, including through public offerings, recapitalizations, strategic sales and workouts. This advice extends to both fund clients and emerging growth company clients. Our entrepreneurial approach ensures that we understand our clients’ specific needs and goals, and we actively team with our clients to achieve their immediate transactional and long-term objectives. Although we represent all sizes of clients, our experience and efficient staffing makes us particularly suited to represent efficiently clients in medium-sized and smaller deals.

Venture Capital

We have longstanding and broad-based experience representing both venture capital investors and the companies in which they invest. Our clients include emerging growth companies, venture capital firms, large corporations making strategic investments, large foundations, and high net worth individuals. Regularly approaching venture transactions from these different perspectives enables us to provide creative solutions to complex issues and unique insights from all sides of a venture capital financing.

Our experience with emerging growth companies enables us to guide our clients through the entire venture capital financing process and the challenges of being a growing private company. We also assist both fund and target clients with respect to structuring and formation, contract negotiations, business strategies, acquisitions and eventual exit strategies, including mergers and public offerings. We represent public company clients in their financings, including PIPES. Our clients receive assistance from our intellectual property, tax, employee benefit, litigation, insolvency, personal planning and real estate attorneys who work with early stage companies. Because of our experience and staffing we close venture financings quickly and efficiently.

Fund Formation and Related Advice

We represent fund managers in the formation and establishment of onshore and offshore funds, including hedge, venture capital, private equity and subordinated debt funds as well as funds of funds. These funds include those with unique trading techniques, such as multinational investment and FX hedging and specialty focuses such as life sciences, medical equipment and homeland security.

Our private equity practice group attorneys are skilled in the partnership/limited liability company, regulatory and tax issues of concern to fund general partners or managers, domestic taxable and tax-exempt investors and offshore investors. In addition to advising managers and general and limited partners on fund structures, business terms and documents, we also counsel managers and general partner principals in resolving the key issues relating to the operation of the general partner or manager entity.

We also represent large foundations, universities and other tax-exempt investors in their fund investments. Our private equity group is credited with creating the "ERISA and Foundation Outs," which allow tax-exempt investors to participate in fund investments. These investment terms now appear in almost all venture capital/private equity funds that include such institutional investors. We have also developed special investment vehicles for ERISA and tax-exempt organizations to invest in exploration and production investments in the energy field.

Staffing

Our private equity clients work closely with the lead partner on a transaction, benefiting from their in-depth understanding of how to complete deals successfully and efficiently. Our staffing model provides for cost effective representation. We generally staff matters with one partner and one associate, except when additional attorneys are required for larger transactions. Our attorneys focusing on tax, intellectual property and other relevant areas are also called in as needed. Our attorneys provide the highest level of client service, including superior responsiveness, in every transaction.