Private Equity

Dechert’s private equity lawyers advise on the structuring and formation of funds focused on all major investment strategies, including buyout, growth equity, secondary, venture capital, fund-of-funds, and industry- and geography- specific funds. Our clients include brand name private equity firms, as well as smaller first-time managers and the private equity arms of large financial institutions.

Dechert’s fund formation clients benefit from our knowledge of the current state of fund terms, market trends and structural innovations. Many senior members of our team have spent time in-house with private fund managers, bringing a deep understanding of the commercial environment in which private fundraising takes place. We counsel sponsors across the entire formation process, including providing cutting-edge tax structuring advice and advising on whether fund terms and conditions are in line with market norms. We help clients navigate regulatory challenges across the globe, and with structuring our clients’ carried interest and executive co-investment plans. Dechert lawyers also advise on related fund issues, including the formation of co-investment vehicles and alternative investment vehicles, team spinouts, seeding, secondaries and stakes transactions. Other areas of activity include advising on continuation fund vehicles, and the establishment of private equity fund vehicles focused on retail investors, such as business development companies and European Long-Term Investment Funds. We also advise some of the world’s most sophisticated investors on their commitments to private equity funds.

As well as the establishment of funds focused on classic private equity strategies, we also form funds in related asset classes, such as real estate, credit funds (including mezzanine, direct lending and distressed debt), energy/infrastructure, hedge funds and other alternative strategies.

Dechert is the only law firm whose private fund formation team spans the key funds jurisdictions of London, Dublin, Luxembourg, Frankfurt, Munich, Paris, Dubai, Hong Kong and Singapore, as well as across the U.S. Our presence on the ground in the key investor jurisdictions means we are ideally placed to advise on investor preferences and requirements. As the regulatory challenges and capital requirements facing private equity firms have intensified in recent years, our lawyers, many of whom have previously worked at the highest levels within the SEC’s Division of Investment Management, help clients navigate the evolving landscape and work with trade bodies and other industry groups to defend regulatory challenges and shape the future of the industry. We are recognized as thought leaders with respect to the SEC’s new private fund adviser rules and the EU’s Alternative Investment Fund Managers Directive.

We have developed an extensive online database, World Compass, to assist our clients on the placing of fund interests in more than 100 jurisdictions, therefore accelerating our client’s ability to take their products to market.

Our private equity team has a record of structuring creative solutions for the most complex deal-making challenges. We advise fund sponsors on leveraged buyouts, co-investment transactions, minority investments, growth capital, structured equity transactions, recapitalizations of public and private companies as well as other transactions. To meet our clients’ investment objectives, we:

• Speed investments
• Handle risk-allocation provisions
• Arrange optimal bid packages
• Conduct due diligence
• Structure creative insurance solutions
• Negotiate contracts
• Get the best terms in auctions

On the financing side, Dechert advises on public and private placements of common and preferred stock, senior and mezzanine debt placements, 144A offerings, Eurobond offerings, securitizations and publicly underwritten high-yield debt offerings. We are adept at advising on a broad range of fund finance products, including subscription lines of credit, asset-based loans, NAV facilities, CLOs, TRS, bond offerings and structured equity. Our lawyers also provide guidance on private credit strategies, including asset-based, distressed debt, permanent capital, direct lending, subordinated debt, specialty financing, special situations and venture debt.

Dechert provides sophisticated representation to private equity sponsors and their portfolio companies, serving as outside counsel throughout the investment lifecycle. From strategic add-on transactions to buy-and-build strategies, our global private equity team offers coordinated legal advice and tailored solutions to deal specific issues to maximize value and investor return. In addition, we provide a tailored post-closing plan for private equity portfolio companies and their management teams, outlining the key legal work streams that need to be addressed in the first 100 days following a closing to ensure relationship continuity that promotes greater efficiencies, while also helping to build an effective bridge between the company and its private equity sponsor.

Dechert advises on the acquisition of distressed businesses throughout the life cycle of the transaction in out-of-court and in-court restructurings. In the early stages, we issue letters of intent, perform due diligence, negotiate fees and for in-court processes obtain bidding and successor liability protections. Our lawyers continue guiding clients every step of the way, including, for in-court processes, applying to the bankruptcy court for approval of documentation and closing purchase and sale transactions. For private equity funds raising money and investing in distressed debt and equity, the team brings together the firm’s corporate, finance and litigation lawyers to navigate complex regulatory issues. These include antitrust and competition regulation, employee benefits and ERISA matters, environmental compliance, securities laws and tax issues. We also help arrange distressed debt and equity financing and create alternative investment vehicles.

Investors realize the return on their investment through the exit, so timing and strategy are crucial. Our lawyers counsel clients on exit options, based on investment objectives, market conditions, and other factors, to determine the strategy that optimizes sponsor terms and profits. Options include sales to private equity and strategic buyers, initial public offerings, de-SPAC transactions, dual or triple path strategies, follow-on sales of shares in public companies and dividend recapitalizations.

We also regularly advise GPs as well as secondary buyers on complex GP-led secondaries involving continuation funds. Our deep understanding of this market allows us to provide tailored guidance for quick-to-market solutions and to ultimately deliver alternative liquidity solutions with attractive risk-adjusted returns.