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.
Contacts
Related Experience
News
Baker Botts Named "Energy Practice Group of the Year" by Law360 for Second Consecutive Time
Baker Botts Continues Corporate Department Growth with Partner Hire in Dubai
Twelve Baker Botts Lawyers Recognized as ‘Lawyers of the Year’ in Best Lawyers 2021
Corporate Trends to Watch in 2019
Chambers High Net Worth 2018
Baker Botts Adds Four Corporate Partners in New York and Washington
Interest Deduction Loss May Lower Demand For Borrowing
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Hall joins Baker Botts as corporate oil, gas partner
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Energy Rebound Leads Capital Markets As Health Care Fades
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PE-Backed Foundation Building Materials Debuts $179M IPO
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PE-Backed Keane Group Raises $508M In Upsized IPO
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American Securities victor in PE-heavy auction for Ulterra
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PE Acquisition | Ulterra Drilling Technologies LP
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PE-Backed Coal MLP Bowie Resource Eyes $100M IPO
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Royal Resources Targets $100M IPO In Latest MLP Debut
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Chambers Europe 2013: Baker Botts Continues to Strengthen Rankings
Thought Leadership
NYSE Proposes Permanent Relaxation of Shareholder Approval Rules
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Final Regulations Issued Defining "Real Property" for Section 1031 Exchange Purposes
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SEC Adopts Significant Amendments to Disclosure Requirements for MD&A and Other Financial Disclosures
Client UpdatesCorporate Update
SEC to Allow Electronic Signatures in Filings
Client UpdatesCorporate Update
Houston Bankruptcy Court Determines (1) Make-Whole Claim is Not Disallowed by the Bankruptcy Code and (2) Solvent Debtor Exception Still Exists under the Bankruptcy Code
Client UpdatesCorporate Update
SEC Adopts Amendments to Auditor Independence Requirements
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PPP Loans in M&A Transactions: SBA Issues New Guidance Outlining the Required Procedures for a Change of Ownership of a PPP Borrower
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NYSE Again Extends Temporary Waivers of Shareholder Approval Requirements for Related-Party and 20% Equity Issuances
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SEC Issues Guidance on SPAC Eligibility for Post-Combination Form S-3 Registration Statements
Client UpdatesCorporate Update
SEC Adopts Amendments to Modernize Shareholder Proposal Rule
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A Surge of SPACs in a Turbulent Economic Climate
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NYSE Extends Its Temporary Waivers of Related-Party and 20% Equity Issuance Approval Requirements
Client UpdatesCorporate Update
IRS Issues Proposed Rules Defining “Real Property” for Purposes of Tax-Free Section 1031 Like-Kind Exchanges
Client UpdatesTax Update
IP Issues for Private Equity Venture Capital
External ArticleFinancier Worldwide Magazine
NYSE Provides Further Exceptions to Shareholder Approval Rules to Streamline Access to Capital During COVID-19 Pandemic
Client UpdatesCorporate Update
A Guide for Private Equity Firms and Portfolio Companies in the COVID-19 Era
WebinarPrivate Equity Guide - COVID-19: Private Equity Firms and Portfolio Companies
Client UpdatesCorporate Update
SEC Extends Conditional Filing Relief to Companies Affected by Coronavirus; Provides COVID-19 Disclosure Guidance
Client UpdatesCorporate Update
SEC Provides Conditional Filing Relief to Companies Affected by Coronavirus
Client UpdatesCorporate Update
Garfield Takes a Bite of the Business Judgment Rule: Delaware Chancery Court Rejects Dismissal of "Control Group" Claim in "Up-C" Structure
Client UpdatesCorporate Update
New Proposed Regulations Provide Welcome Transition Relief From Application of Onerous Proposed Section 382 Net Operating Loss Limitation Rules to Certain M&A Transactions
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Texas Bankruptcy Court Denies Rejection of Certain Production Dedication Midstream Agreements
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Trends Impacting Portfolio Company Valuation
Speeches & PresentationsIRS Releases Second Set of Proposed Regulations Clarifying Rules for Investments in "Qualified Opportunity Funds" under 2017 Tax Reform Act
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Baker Botts Private Equity Seminar
Speeches & PresentationsTechnical Corrections to Partnership Audit Rules
Client UpdatesTax Update
Baker Botts Private Equity Seminar
Speeches & PresentationsImpact of Tax Reform on Private Equity
WebinarWebinar
Tax Reform Act - Impact on Private Equity
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Energy Mergers and Acquisitions Maintain Momentum; Oil and Gas Markets Begin to Climb Back; Will Uncertainty Cloud the Outlook for 2017?
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President Trump Orders Expedited Environmental Reviews for High Priority Infrastructure Projects
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Second Circuit Court of Appeals Reverses Marblegate Decision and Limits the Rights of Holdouts to Use TIA Section 316(b) to Thwart Out-of-Court Restructurings
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Private Equity Fee and Expense Disclosure
External ArticleLexis Practice Advisor, LexisNexis
Apollo and SEC Settle Dispute over Fee and Loan Disclosure and Supervisory Issues
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Three Arguments to Listen for During Oral Arguments on EPA’s Clean Power Plan
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Obama Administration Steps In to Halt Pipeline Construction
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IRS Proposes Regulations Addressing the Device Test and the Active Trade or Business Requirement for Tax-Free Spin-Offs
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Private Equity Report
Client UpdatesVolume 1 Issue 2
Eleventh Circuit Holds SEC's Feet to the Fire on the Statute of Limitations
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Damages for Breach of the Fair and Equitable Treatment Standard - Suez et al. v. Argentina and AWG v. Argentina
Private Equity Report
Expanding Liability for Coal Ash Disposal and Contamination
Private Equity Report
CFTC Proposes to Allow Private Parties to Sue Participants in Organized Electricity Markets for Fraud and Manipulation
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Private Equity Report
Client UpdatesVolume 1 Issue 1
Federal Sage Grouse Plans May Impact New Energy Projects in the Western United States
Private Equity Report Client UpdatesSupreme Court Strikes Down Maryland Incentives for New Electric Generation
Private Equity Report Client UpdatesPrivate Equity Funds Are Found Liable for ERISA Withdrawal Liability of a Bankrupt Portfolio Company in Sun Capital
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Supreme Court Invalidates Certain State Subsidies to New Generators
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Baker Botts Private Equity Seminar
Speeches & PresentationsEvents
Recent
UT Law’s Mergers and Acquisitions Institute
Baker Botts partner Samantha Hale Crispin will be a panelist during the 1:00 p.m. session titled "Carveouts: Not Exactly a Piece of Cake".
Baker Botts Corporate Series: "Has the Nightmare Ended?" A Real Time Update on the State of the Energy Finance Market
With energy prices appearing to be lower for longer, Baker Botts and Jefferies will share insights from the finance and restructuring markets and highlight some of the latest developments and trends.
Privcap's Game Change: Energy 2017 Conference
Now in its fourth year, Privcap’s Game Change: Energy 2017 Conference will once again bring together senior private equity executives, institutional investors and a range of experts from government and industry.
Tax Webinar: Impact of Tax Reform on Private Equity
Baker Botts Partners will discuss several impacts that tax reform will have on private equity funds and their investors.
6th Annual Kayo Women’s Private Markets Summit
PrivCap Game Change: Energy 2018 Conference
PrivCap Game Change: Energy 2018 Conference
Trends Impacting Portfolio Company Valuation: Cybersecurity, Privacy and Accelerating Profits
Baker Botts will be hosting a two-part seminar on recent issues impacting private equity portfolio company value on Tuesday, April 30, 2019.