Private Equity

Manatt lawyers represent funds, investors and portfolio companies in private equity transactions ranging from billion-dollar acquisitions to middle-market deals. We work with constituents of private equity funds and their portfolio companies at all stages, from fund formation to investment transactions to dispositions in the public and private marketplace. We understand how our private equity clients think and operate, and work with them as business partners. Our approach to leading private equity transactions is proactive—we anticipate the needs of the deal and the transacting parties, and respond swiftly to help clients execute transactions timely and cost-effectively. We understand industry sectors and the regulatory overlay in which private companies and their investors operate, which allows us to provide formation, investment, finance and disposition counsel that is informed by the market, addresses the investment objectives of the private equity sponsor and conforms to the business realities of the portfolio company and its industry.

Private Funds
Manatt is uniquely positioned to serve its clients in connection with the organization and operation of private equity, hedge, buyout, mezzanine debt, real estate and other funds, as well as their advisors and managers. Our clients range from boutiques to some of the largest and most well-known private equity firms. Our expertise is as diverse as the focus of our clients’ funds. We pull together multidisciplinary, industry-specific teams to address the particular needs of our fund clients. Our corporate, securities and mergers and acquisitions attorneys work closely with specialists in real estate, tax, healthcare, environmental, advertising, entertainment and intellectual property groups to provide our investor clients with market-based advice on a real-time basis.

Fund Sponsor Representation
Manatt provides a complete range of services to private equity investors at all stages of the investment cycle and in all types of private equity transactions. These include leveraged buyouts, private investments in public companies, strategic joint ventures, cross-border transactions, senior and mezzanine debt financing and mergers and acquisitions. We represent funds and individual investors in connection with their portfolio investments, from serving as lead counsel on complex mergers and acquisitions to counseling individual investors on minority investments.

Leveraged Buyouts
Manatt regularly advises funds, sponsors, lenders and other participants in all aspects of leveraged acquisitions and related transactions, from single-lender transactions to multi-lender, multi tranche financing structures involving layers of senior, subordinated and mezzanine financing.

Senior and Mezzanine Debt
We arrange and execute debt transactions using complex cash flow and asset-backed lending techniques, high-yield and convertible debt offerings, private placements of senior, subordinated and mezzanine debt securities and innovative seller financing techniques. This expertise encompasses significant cross-border financing expertise and regular representation of lenders and debtors in restructurings and bankruptcies.

Minority Investments
We often counsel minority investors who, while not always driving deal terms, nevertheless need counsel in formulating structures and protective provisions that shield their interests from undue dilution or loss of control. Our extensive experience assisting clients in corporate finance transactions involving preferred stock, subordinated debt and other types of securities allows us to counsel such clients with a unique focus on their particular needs.

Management Compensation
Our private equity lawyers work closely with our executive compensation partners to ensure that our investor clients engage and properly motivate their portfolio company management teams. Accordingly, we help structure, draft and negotiate management compensation packages, stock-based incentive plans and appropriate restrictive covenants for these clients.

Specialized Industry Expertise
Our private equity practice is fully integrated, and includes attorneys from all of Manatt’s industry-focused practice groups. These include specialists in the aerospace, consumer products, banking and finance, energy and cleantech, entertainment, advertising and media, healthcare and technology industries, among others. Our deep knowledge and experience in these very specialized, often heavily regulated industries allows Manatt lawyers to provide clients with a complete suite of legal services based on our uncommon industry knowledge.

Fund Formation
Manatt lawyers have extensive experience structuring funds and management companies in order to maximize their operational flexibility and tax efficiency while addressing applicable state and federal regulation and the demands of fund investors. We represent the management companies of private equity sponsors in connection with their formation, firm management, investor relations and regulatory and compliance issues. We involve ourselves in all phases of the fund formation process, including:

Fund Sponsor Representation
We have represented fund sponsors in forming the full range of private investment funds, including private equity funds, hedge funds, real estate funds, leveraged buyout funds, mezzanine funds and many other private investment vehicles. Our substantial experience in this area includes the structuring and creation (with local counsel) of offshore funds in various international jurisdictions, as well as the formation of industry-specific funds. Our fund formation specialists assist institutional investors, corporations, pension funds and university endowments in structuring innovative management and economic arrangements that reflect our knowledge of securities rules.

Manager and Advisor Representation
Our private equity group also provides services to our fund manager clients in other areas, such as internal partnership arrangements, regulatory compliance, tax planning and corporate governance. We have experience in fund management company acquisitions, financings, distressed advisor transactions and secondary transactions. Our experience advising fund managers enables us to anticipate and quickly identify significant issues, and develop innovative and practical solutions to complex tax, cash flow, succession, separation and other issues.

Limited Partner Representation
Our fund formation group regularly works with institutional investors in their investments in private equity, buyout, venture, hedge and other funds. These investors include financial institutions, public and private pension funds, university and other endowments, insurance companies, funds of funds, charitable organizations and family offices. As always, our goal is to assist investors in reviewing potential fund investments in order to identify and address each limited partner’s regulatory, financial, tax and other concerns.

Regulatory Advice
Manatt also helps investment advisors, broker-dealers and other financial service providers map out, plan for and navigate the increasingly burdensome regulatory obligations applicable to public and private investment funds and their management companies.