Private Equity

Our Practice

It takes money to grow a business. Pedersen has a long and successful history of helping clients navigate the complexities of capital formation. We assist both individual and institutional investors in deploying a variety of private equity and venture capital vehicles to meet our clients' unique needs and fuel their growth.

Our lawyers are experienced in a wide variety of private capital transactions, providing our clients with sound advice on the full range of management control, antidilution protection and conversion, registration, and other investor rights issues associated with their investments.

We work with our clients to create offering, subscription and governing documents, including those with investors and those among the principals, for a variety of private equity and general and specialized hedge funds. Our lawyers have the experience and understanding of the securities, tax and partnership/limited liability company laws to create the fund documents that carry out our clients' respective visions.

We have worked with clients on "one off" funds as well as series of funds. We have also represented both funds and lenders in connection with working capital, acquisition and bridge financings to funds.

We regularly represent a diverse roster of businesses involved in seeking additional capital. For numerous high-growth companies, we offer astute advisement on private equity placements, as well as on offerings of mezzanine and high-yield debt instruments. We not only develop and implement these debt and equity financings for our entrepreneurial clients, we also provide ongoing counsel on their tax, employment, employee benefit, ERISA, intellectual property, and ownership succession issues.

We represent private equity sponsors in forming funds to make equity and debt investments in companies spanning a range of industries. Additionally, we advise fund sponsors on portfolio company investments.

Clients value our comprehensive counsel on regulatory issues attendant to these transactions, including compliance with the Securities Exchange Act, Investment Company Act, Investment Advisors Act, Blue Sky, and broker-dealer regulations. We also counsel investors on ERISA compliance for qualified plan investors, fund governance and termination provisions, and investment restrictions affecting tax-exempt entities.

Our Experience

• Represented a fund formed to raise $150 million for the acquisition of office property, structuring the fund to accommodate both substantial U.S. tax-exempt investors and foreign investors. Subsequently structured the fund's conversion to a real estate investment trust (REIT) and advised fund investors on various management and liquidity issues.
• Served as transaction counsel for a Small Business Administration-registered private equity fund in a variety of investments, including a mezzanine loan to a boutique hotel developer, an equity investment in a Hispanic-focused diabetic and general medical supplies business and in a moving boxes company.
• Represented several middle market private equity funds in connection with their capital investments of management buyouts, recapitalizations, strategic acquisitions, industry consolidations, or internal expansions for diversified portfolios of middle market privately held companies. Our transactional and tax lawyers have counseled the various funds through the acquisition, management and exit of the investments.
• Represented a Chicago-based private equity fund in connection with its investment in a national sea food processor and distributor. Worked with the fund and the portfolio company's management in a complex leveraged recapitalization which included a senior loan facility from a national lending institution and the issuance of new preferred equity and mezzanine debt. Advised the company regarding the structuring and documentation of the transaction in a tax advantaged manner.
• Represented a private equity fund focused on investing in companies located in smaller U.S. metropolitan markets in the completion of its fund formation documentation.
• Served as fund and transaction counsel for a series of private equity funds making controlling investments in businesses in ownership/generational transitions, including a food brokerage, specialized candy manufacturer, pump manufacturer, branded ATM operator and maintenance businesses.
• Represented a mobile home community investment fund in raising $30 million in an initial private offering.
• Served as fund counsel to a related general purpose hedge fund and a hedge fund focused on energy related investments.
• Served as fund and transactional counsel to a distressed real estate fund focused on secondary urban markets.
• Represented several Chicago-based private equity funds in the committed capital range of $50 million to $250 million. Advised the middle market funds through all stages of their investment and provided corporate representation of the funds portfolio companies.