Honigman's Private Equity and Venture Capital Group provides superior legal solutions in an efficient, time-sensitive manner to private equity funds and their investors, as well as to venture capital funds and portfolio companies in a variety of industries throughout the United States.
Our extensive experience covering the full range of private equity and venture capital transactions, including entity formation, tax structuring, complex negotiations, financing, acquisitions and investments allows us to offer our clients a complete understanding of the issues which must be addressed by investors and portfolio companies alike on either side of the financial divide. Likewise, this extensive experience affords our attorneys the opportunities to foster business relationships between investors and the investment opportunities they seek.
We represent numerous private equity and venture capital clients, including prominent funds both within and outside the state of Michigan, and have provided corporate and tax guidance to a substantial number of such funds from the earliest stages of their structuring and formation. As part of this representation, we provide ongoing counsel to portfolio companies during the term of our clients' investments, and are available to assist in all phases of such portfolio companies’ corporate governance needs, including the execution of recapitalizations, divestitures and other liquidity events.
We also represent emerging companies throughout their life cycles, whether or not they have yet become the target of growth capital investors or other private equity buyers. This representation encompasses all phases of corporate life, from the original incorporation documents to employment matters, from intellectual property issues to mergers and acquisitions.
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The Private Equity and Venture Capital Group is part of Honigman's Corporate and Securities Department, consistently rated as one of the best in Michigan, and leverages the firm's experience in areas such as mergers and acquisitions, secured finance and corporate governance. It also draws upon the talents of the firm's other highly respected practice areas to provide tax, real estate, employee benefits and intellectual property planning and solutions within a comprehensive legal team.
Investments
We have represented fund clients and target companies in investments at all stages, including control and minority investments. In each transaction, our goal is to assist our client in developing a structure that marries the operational, economic, accounting, tax and regulatory needs of a particular situation. Our transactional experience spans a broad array of industries, including manufacturing, financial and business services, construction, healthcare, aerospace, specialty chemicals, housing, automotive and transportation. In representing technology-based companies that are most often the targets of venture capital investors, we are represented companies in the information technology, life science and alternative energy industries. We have significant experience in all types of debt and equity investments, including early stage financings, leveraged buyouts, recapitalizations and add-on acquisitions, and we provide counsel on best practices regarding portfolio company governance and operations. We also assist our private equity clients with buy-side auction bids and sell-side processes.
Liquidity Events
As important as it is to find a good investment, it is equally important to implement an effective exit strategy for an investment. Our experience includes the full spectrum of exit transactions, and we assist private equity and venture capital funds and their portfolio companies in recapitalizations, refinancings, mergers and consolidations, asset sales, stock sales, initial public offerings and other liquidity events. In each liquidity event, our advice addresses negotiation and transaction strategy, structure, indemnity risks and legal compliance with securities, corporate and other laws.
Fund Formation
We have substantial experience in the formation of private equity and venture capital funds with diverse investment strategies. These funds operate at the intersection of numerous laws and regulations, and bring to bear our experience with federal and state regulatory regimes, as well as ERISA and tax matters, to achieve optimum outcomes for our clients. For sponsors of private equity and venture capital funds, we provide practical and creative assistance in structuring and preparing legal documentation that address the business goals desired by the principals while optimizing their tax position.
Representative Clients:
- Arboretum Ventures
(Michigan) |
- Liberty Lane Partners
(New Hampshire) |
- Beringea, LLC
(Michigan & England) |
- Long Point Capital
(Michigan) |
- BlackEagle Partners LLC
(Michigan) |
- Oracle Capital
(Michigan) |
- Camelot Ventures LLC
(Michigan) |
- Parallel Investment Partners
(Texas) |
- Detroit Renaissance Venture Fund L.P.
(Michigan) |
- Rizvi Traverse Management
(Connecticut) |
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- Rockbridge Growth Equity
(Michigan) |
- Glencoe Capital LLC
(Illinois & Michigan) |
- Rosemont Capital
(New York) |
- Gryphon Investors
(California) |
|
- Huntsman Gay Global Capital
(California & Florida) |
- The Scion Group
(Illinois) |
- Huron Capital Partners
(Michigan) |
- Sorenson Capital Partners
(Utah) |
- Kensington Capital
(Massachusetts) |
- Superior Capital Partners
(Michigan) |
- Levine Leichtman Capital Partners
(California) |
- Venture Michigan Fund
(Michigan) |
Representative Private Equity Transactions:
- Acquisition of a leading designer, manufacturer and marketer of branded and private label custom matched and branded touch-up paint and provider of aerosol and liquid paint filling services, based in Wisconsin.
- Purchase of Arizona and Kansas aerospace industry companies by Utah-based private equity fund.
- Acquisition of the largest nationwide trade manufacturer of custom printed business communication documents serving the short-run market, based in Georgia.
- Recapitalization of Michigan scrapbook company by New York-based private equity fund.
- Acquisition of a leading designer, manufacturer and marketer of branded and private label headwear, gloves and scarves, based in Minnesota.
- Sale of U.K. and U.S. medical instrument and aerospace businesses by U.K. private equity fund to Chicago-based private equity fund.
- Acquisition of one of the nation's largest manufacturers of custom single-family, residential modular housing, based in Pennsylvania.
- Purchase of automotive supplier by Michigan-based private equity fund.
- Acquisition of multiple businesses providing passenger transportation solutions for governmental agencies, medical and senior care organizations and the private sector, based in California.
- Formation of minority-owned private equity fund for Michigan-based fund manager.
- Sale of a supplier of high-end pressure-sensitive label solutions and operator of one of the largest flexographic label printing facilities in North America, based in Pennsylvania.
- Acquisition of California, Nevada and Arizona construction industry companies by Utah-based private equity fund.
- Acquisition of a custom match touch-up paint manufacturer and full service aerosol and liquid paint packaging company, based in Wisconsin.
- Sale of automotive parts retailer by Boston-based private equity firm to publicly-traded automotive parts retailer.
- Acquisition of the leading manufacturer, distributor and installer of high-quality, customized staircases and handrail systems, based in Georgia.
- Formation of private equity funds for Michigan and Connecticut-based fund manager.
- Acquisition of the largest independent manufacturer and supplier of branded and private label automotive aftermarket refinish paints and coatings in the U.S., based in Michigan.
- Sale of national child care services provider by New York-based private equity fund to Australian publicly-traded company.
- Sale of storage building manufacturer to Connecticut-based private equity fund.
- Acquisition and subsequent sale of California-based mortgage lead aggregator by Michigan-based private equity fund.
- Sale of electronic components manufacturer to Chicago-based private equity fund.
Representative Venture Capital and Technology Transactions:
- Venture capital fund preferred investments in medical device, information technology and drug therapy portfolio companies.
- Representation of numerous technology-based companies in- and out-licensing of intellectual property licensing transactions.
- Representation of internet satisfaction information technology company in investments from off-shore institutional venture capital investors and venture debt providers.
- Representation of diagnostics company in joint marketing and joint development arrangements with large pharmaceutical company.
- Representation of medical device company in the sale to a multinational corporation.
- Representation of research company in the sale of a major division to a publicly-held company.
- Representation of battery technology company in the sale to a venture-backed battery provider.
- Acquisition of enterprise resource planning information technology company on behalf of a venture-backed company in the same technology space.
- Negotiation of a cross-border joint technology development agreement on behalf of a medical device company with a multinational company.
- Early stage investment in company specializing in delivery of web-based educational software by Michigan-based venture fund.
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