Private Equity

Phillips Lytle’s Private Equity Practice covers a broad range of industries and transaction sizes. Our attorneys have significant experience in advising private equity and venture capital professionals in various matters. We represent real estate and other private investment funds in all stages of the fund formation process and assist them in identifying portfolio transactions. We also advise clients on the regulatory policies applicable to private funds and their sponsors.

Our private equity expertise includes:

• Fund formation
• Raising capital
• Advising on transactions
• Investment and financing negotiations

Phillips Lytle offers a full array of business and corporate attorneys to advise institutional investors on all aspects of their operations, and we back that knowledge with a powerful team of trial attorneys and litigators should the need arise to enforce our clients’ interests.

We also keep track of fund and transaction developments and track legislative and regulatory activity so that our clients are aware of the most up-to-date trends and information that may impact their businesses.

Our experience includes:

• Represented an investment fund in a $5.5 million acquisition of a California-based manufacturing facility.
• Represented a New York State private equity fund in the sale of substantially all of the assets of a musculoskeletal care management company focused on care management in orthopedics, physical therapy, chiropractic and related spine pain services that partners with payors across the United States. This transaction was valued at $25 million.
• Represented a seed-stage venture capital firm in connection with preferred stock investment in a start-up media company specializing in the marketing, branding and development of associated digital interfaces for consumer products.
• Represented a mobile platform company in a transaction that consisted of a Series B investment, acquisition and a multimillion-dollar license agreement. Our attorneys led negotiations of the equity investment term sheet and the purchase term sheet diligence response through data room process, as well as negotiations of the equity purchase agreement for the initial Series B investment and the purchase agreement for all equity of the company. The transaction was valued in excess of $150 million.
• Represented a private equity firm handling diligence and negotiation of intellectual property-related transaction documents, including pre- and post-closing structuring of vendor and client agreements in a private equity investment in multiple software companies valued at more than $300 million.
• Represented a celebrity-driven online social media/magazine client in Series A, Series B and Series C financings, including traditional preferred equity and convertible debt by investors that included venture capital arms of FORTUNE 500 companies. In these financing transactions valued at more than $25 million, our attorneys negotiated investment documentation, including securities purchase agreements, voting agreements, investor rights agreements and convertible promissory notes.
• Represented a venture capital fund by drafting documents for Series A and Series B investments, including securities purchase agreements, voting agreements and investor rights agreements. These transactions involved the investment of several million dollars in early-stage financings of technology companies.
• Represented a private equity firm in the acquisition of an industry-leading provider of global solutions for the relocation management companies that support the mobility needs of relocating employees and their families. This transaction was valued at approximately $50 million.
• Represented a private equity firm in its purchase of the assets of a company that develops, manufactures and distributes pet food and products. We also represented the buyer in all aspects of its senior debt, mezzanine financing and private equity placement to raise capital for the transaction. The transaction value was approximately $6 million at closing, with a possible contingent payment of up to $5 million.
• Represented a private equity firm in a minority investment in a for-profit proprietary trade school valued at $25 million.
• Represented a private equity fund in its acquisition of 49% equity interest of an operator of two accredited post-secondary educational institutions. This transaction was valued at approximately $30 million.
• Assisted a start-up fund in the formation of an angel/venture fund to invest in start-up companies based in New York State’s Hudson Valley.
• Represented a company specializing in private investment fund administration services in connection with a round of equity investment and an associated redemption of membership interests owned by a series of exiting investors.
• Represented a private equity firm in its purchase of the assets of a manufacturer of high-quality industrial filter element replacements and industrial filter housings for air and gas applications. This transaction was valued at approximately $7 million.
• Represented a venture development organization on formation of a seed venture fund.
• Represented a private equity firm in the structuring, diligence and negotiation of the operating agreement and other investment transaction documents for the launch of a wireless tower infrastructure developer.