Practice Areas & Industries: Fredrikson & Byron, P.A.

Practice/Industry Group Overview

The life cycle of a Private Equity investment is unique, from sourcing and evaluation, through acquisition and operations, to exit. Your transactions don’t start with a letter of intent and your evaluation of a potential portfolio company isn’t limited to legal issues. For lawyers in F&B’s Private Equity & Venture Capital Group, understanding our Private Equity fund clients’ investment strategy/philosophy is key to delivering quality legal services that serve your needs.

"We are efficient, determined, relentless, and responsive in managing deals to closure."

Services Available

Fredrikson offers a comprehensive approach to deal management, with depth and breadth to handle multiple transactions simultaneously. Our transaction attorneys work with our Private Equity fund clients to identify and understand the fund’s key assumptions about the business, enabling us to negotiate and draft acquisition documents that underscore and protect those basic assumptions and investment thesis. We are able to leverage our collective experience to advise on how others have addressed similar issues.

Our staffing model is designed to help clients save costs whenever possible. That means that each task is delegated to the most appropriate staff person, and our teams include experts who perform due diligence at an extraordinary depth, providing timely, impactful, and cost-effective information and analysis that supplements and supports our clients’ due diligence efforts to help you make effective decisions quickly.

Private Equity & Venture Capital Services Offered

• acquisitions of portfolio companies and add-on acquisitions
• acquisition debt financings
• management team representation
• sales of portfolio companies
• recapitalizations
• purchases of preferred stock, warrants, and subordinated debt
• review and negotiation of LP investments
• secondary sales and transfers of LP interests
• fund formation

We have a wide range of experience in minority and control investment transactions, including seed financing, bridge financing, leveraged buy outs, restructurings and recapitalizations. We are familiar with the rights typically afforded different kinds of investors. We assist fund clients in structuring exit strategies, including mergers & acquisitions and public offerings. We also represent sellers and management teams of portfolio companies in transitions to a private equity fund owner, advising on management compensation, a rollover of equity, new investments in the portfolio company, board representation and drag and tag along rights.

Mezzanine Transactions

We represent clients involved in mezzanine transactions involving private investments in convertible securities, preferred equity, subordinated debt, and hybrid components.

Our work involves negotiation and documentation of debt and equity securities, warrants and equity-kickers, shareholder and registration rights agreements, and subordination and intercreditor agreements.

Our approach is customized, yet practical, focusing on the business goals of our clients.

Fund Formation

We represent sponsors and investors in private equity funds and assist our clients in structuring these funds, including drafting and negotiating organization and offering documents. Our lawyers are familiar with the variety of fund structures commonly used in the market place, and we are prepared to and frequently advise on structuring management and other fees, carried interest and clawback provisions, and tax-related allocation and distribution provisions.

We apply an interdisciplinary approach to fund formation, pulling in expertise as needed from our Employee Benefits/Erisa, Securities, and Tax and Business Planning practice groups.

Institutional and High Net Worth Investors

F&B advises large, institutional and high net worth individual investors relative to their private equity investments. We advise on the terms of limited partner investing in various PE-type funds, giving us insight into current terms generally acceptable in the market place, as well as cutting edge trends that are evolving.

We also represent our private investor clients in secondary sales of their LP investments and our Private Equity fund clients in transfer of LP interests ensuring compliance with the terms of the fund’s organizational documents and applicable regulations.