Baker Botts offers extensive and comprehensive experience across all facets of the private equity landscape, including fund formations and mergers and acquisitions. Our fund formation lawyers regularly form funds for private equity sponsors and represent institutional investors in connection with their private fund investments across a variety of industries, including energy and natural resources, infrastructure, retail, food and beverage, real estate, and manufacturing. In addition, our broader private equity group has broad-ranging experience representing fund sponsors and portfolio companies in all aspects of private equity transactions, including leveraged buyouts, minority investments, mezzanine debt placements, 144A offerings, venture capital financings, recapitalizations and restructurings, distressed investments, tax structuring, regulatory compliance, joint ventures, and general corporate needs.
We offer our clients results-oriented, efficient, and responsive representation with partner-level attention and support from a multi-disciplinary team of experienced lawyers with current industry and deal-term access and knowledge. Our private equity practice leverages the firm's expansive capabilities in energy projects, finance, capital markets, tax, regulatory, real estate, intellectual property, bankruptcy and reorganization, antitrust, environmental, and employee benefits matters to provide our private equity clients proactive and comprehensive representation.
We are regularly forming private equity funds for sponsors and also work with institutional investors as lead anchor investors in connection with their fund investments, giving us access to, and knowledge of, existing and developing market terms for private equity funds and enabling us to provide advice from the earliest stage of concept development through the maturity and launch of each new fund. We also have significant experience in the full range of corporate and finance transactions engaged in by private equity funds, including portfolio company investments, financings, securities offerings, restructurings, mergers and acquisitions, and investment professional compensation and equity participation structures.
Working closely with our seasoned and highly-regarded energy transactions lawyers, our private equity group has assisted numerous private equity sponsors and upstream management teams in connection with funding arrangements for drilling partnerships and E&P joint ventures. Our lawyers see significant deal flow in the oil and gas industry and are familiar with market trends in private equity management team backing transactions and private equity-backed upstream asset acquisitions.
Our private equity experience and capabilities include the following:
- Portfolio Company Acquisitions and Financings: including leveraged buyouts, minority investments, follow-on and bolt-on investments, industry and market segment platform build-outs, mezzanine debt placements, 144A debt and equity offerings, venture capital financings, recapitalizations and restructurings, distressed investments, tax structuring drilling partnerships, management team sponsorships and joint ventures
- Portfolio Company Exits: including private auction processes, public offerings, 144A equity offerings, and strategic sales
- Drilling Partnerships and Upstream Management Team Sponsorships
- Sponsor Entity Structuring: including the design and customization of governance, succession, and equity participation arrangements among sponsor principals and investment professionals, as well as carried interest structuring across multiple funds under management
- Fund Structuring Considerations: including the type or types of entities utilized (such as limited partnerships, LLCs, REITs and various offshore entities), the jurisdiction of formation and the relationship of the sponsor to the fund and blocker entity structures
- Preparation of Fund and Management Company Organizational Documents: including partnership agreements, subscription documents and investor questionnaires, parallel fund and alternative investment vehicle agreements, clawback agreements and guaranties, and investment management agreements, and key fund and side letter terms requested or closely reviewed by investors, including advisory committee representation, key man provisions, no-fault divorce and termination provisions, indemnification and exculpation provisions, clawback arrangements, sovereign immunity provisions, state and federal public disclosure issues and ERISA matters
- Offering and Sale of Fund Interests in the United States and in Non-U.S. Jurisdictions: including the preparation of private placement memoranda and related materials (including offering procedures memoranda and subscription document booklets), treatment of disclosure issues specific to private equity funds (including sponsor investment performance and experience), compliance with U.S. federal and state securities laws and non-U.S. laws, such as the Alternative Investment Fund Managers Directive of the European Union, and placement agent engagements
- Compensation of Fund Sponsors: including (i) management and similar fees, (ii) carried interests and other incentive compensation and (iii) compensation opportunities ancillary to the investment activities of the fund
- Tax Issues: including (i) issues related to the taxation of the fund and its activities, (ii) issues relating to the taxation of investors (including taxable and non-taxable investors and non-U.S. persons), (iii) issues relating to the choice of the most tax-efficient types of portfolio investment vehicles and (iv) issues unique to private equity funds that invest in oil and gas interests (such as issues related to exploration and development activities and the taxation of operating interests, royalty interests, net profits interests and production payments)
- Regulatory Issues Arising Under Securities Laws: including the U.S. Securities Act of 1933, the U.S. Investment Company Act of 1940, the U.S. Investment Advisers Act of 1940 and similar provisions of state and non-U.S. laws
- Regulatory Issues Arising Under the U.S. Employee Retirement Income Security Act of 1974
- Internal Arrangements Among Fund Principals and Employees: including management, governance, succession and control arrangements and internal tax and incentive compensation issues.