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OVERVIEW

Venture Capital and Private Equity Open for business

We help companies connect with capital sources and capital sources connect with companies. Whether you are an entrepreneur at the helm of a startup company that has high growth objectives or a venture capital or private equity fund looking for fund formation counsel or aggressive return on investment opportunities, our attorneys have the experience to assist you.

Our experience crosses industries and geography - we have assisted in transactions domestically and internationally involving numerous industries - and we have particular success bridging the gap between coastal capital and Midwestern investment opportunities.

Fund Formation

We have experience representing diverse funds, including venture capital and private equity funds, both domestic and international, on their formation terms and issues. We help our fund clients raise capital by working with fund sponsors, institutional investors, fund investors and individual investors. We advise on:

  • Capital allocation
  • Vesting terms
  • Ownership structure and vesting terms
  • Compensation structure
  • Internal governance and procedures

We have experience representing both fund clients and investors, so we understand client concerns on both sides of the transaction. We will advise on the practical aspects of organizing and operating a fund while capturing the pulse of market conditions and identifying the relative bargaining power of all interested parties. Our cross-disciplinary team advises on issues in corporate finance, ERISA, securities, fiduciary duties, disclosure requirements and transactional litigation. Our tax attorneys have broad experience in domestic and offshore fund formation and advise clients on the benefits of each particular jurisdiction and fund structure.

Life-Cycle Deal Experience

Our attorneys represent private equity funds involved in acquiring majority interests in target companies; venture capital sources in diverse deal-stage investments in high-growth companies; and high growth companies interested in obtaining investments from diverse capital sources. Our attorneys also provide outside counsel services to portfolio companies owned by private equity companies.

We represent both growth-oriented companies and private equity firms in venture capital and other private equity transactions. Our business finance attorneys are involved with all stages of private equity ranging from seed capital to venture capital to mature private equity transactions, including management and other leveraged buyouts and recapitalizations.

Through our consistent presence in the private equity marketplace, we are able to advise our growth-oriented clients regarding investment transactional trends and the terms and availability of competing sources of funding. Our experience handling all phases of venture capital financing allows us to assist clients in structuring early rounds of financing and the flexibility to accommodate later round investors.

Additionally, we perform legal audits for growth-oriented companies to help ensure that their legal affairs are ready for the scrutiny of venture capitalists and private equity. In our ongoing representation of emerging companies, we make introductions to venture capital firms and mezzanine and senior debt lenders where appropriate, and assist with the procurement of government incentives, including tax credits.

Practice Leaders

Joshua Hollingsworth

Joshua P. Hollingsworth

Partner
Entrepreneurial and Emerging Companies Co-Chair, Private Equity Vice Chair

Indianapolis

P 317-261-7854

F 317-231-7433

Stuart  Johnson

Stuart C. Johnson

Partner
Private Equity Practice Chair

Atlanta

P 404-264-4001

F 404-264-4033

EXPERIENCE
  • Advised family office concerning the formation of Series LLCs used to invest in private equity and operation and hedge funds including securities tax and risk compliance.
  • Assist with series of eight bolt-on acquistions with transaction value of approximately $52,000,000 for equity fund portfolio company engaged in the golf car business.
  • Assisted client with formation of Cayman Islands Hedge Fund with net assets in excess of $150,000,000.
  • Barnes & Thornburg attorneys represented Crown Products & Services, LLC on its recapitalization by Merit Capital Partners. Crown Products & Services LLC specializes in the formulation and application of proprietary specialty chemicals involved in the handling of various raw materials for the coal, steel and utility industries. These chemicals are used by Crown customers to facilitate raw material handling during seasonal challenges such as freeze conditioning in the winter and dust mitigation and spontaneous combustion suppression year round. Crown’s founding management team retained significant ownership positions as co-investors with Merit.

    Based in Chicago, Merit Capital Partners manages $1.7 billion through five institutionally sponsored limited partnerships investing mezzanine and equity capital in middle-market companies principally in manufacturing, distribution and services industries.
  • Barnes & Thornburg LLP represented Blackland Group's aerospace component manufacturing platform, Blackland Aerospace, in the acquisition of Lewis Machine Company. Blackland Group is a private equity firm based in Dallas, Texas. Lewis Machine, based in East Hartford, Connecticut, specializes in manufacturing complex precision-machined components for clients in the commercial and military jet engine, airframe, missile and power plant industries. Lewis supplies engine components for most major U.S. fighter platforms, including the F-15, F-16, F-22 and the F-35 Joint Strike Fighter. They also make engine components for most commercial airliners including Boeing 737, 747, 767 and 777 and Airbus A320, A330 and A380.
  • Barnes & Thornburg represented a bank holding company in the sale of its national bank subsidiary. A venture capital investment group raised $460 million in new capital to recapitalize and acquire the national bank. The national bank was a troubled institution threatened with failure by its regulators.
  • Barnes & Thornburg represented an Indiana-based fund sponsor in the formation of a multi-hundred million dollar offshore fund of hedge funds, as well as the formation of the fund’s investment management entity and investment adviser registration with the Securities and Exchange Commission.
  • Barnes & Thornburg represented an international life sciences corporation in its acquisition of a Utah-based life sciences company that had previously supplied key raw materials to one of our client’s divisions. The transaction allowed our client to consolidate a portion of its supply chain and secure access to critical technology.
  • Barnes & Thornburg represented Ifbyphone, in two strategic matters. First, the team represented Ifbyphone in raising $30 million in funding from a group of Venture Capital firms. New investor NewSpring Capital joined previous investors Apex Venture Partners, SSM Partners, Origin Ventures, River City Capital Funds and i2A Illinois Accelerator Fund in this latest round of funding. Second, the team assisted Ifbyphone in deploying the capital through the client's acquisition of Mongoose Metrics, a leader in call tracking, measurement and attribution. The acquisition extends Ifbyphone's position in the enterprise market as the dominant provider of call tracking and voice-based marketing automation services.
  • Barnes & Thornburg represented the developer and manager of a proprietary electronic trading platform in its broker-dealer registration with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA). The client’s proprietary platform focused on the trading of interests in private investment funds, such as hedge funds and fund of funds.
  • Barnes & Thornburg, LLP represented a large private equity company in connection with the acquisition of a municipal solid waste landfill in the Southwestern United States as part of the client's nationwide expansion of its solid waste management facility platform.
  • Barnes & Thornburg, LLP represented a large regional private equity backed solid waste management company in connection with multiple acquisitions of solid waste landfill properties and operating assets throughout the Southeastern United States.
  • Counseled Durable Medical Equipment Company in connection with Venture Capital Investment.
  • Counseled medical device manufacturer on a $300,000,000 recapitalization through a private equity firm.
  • Lead attorney on a $13,500,000 sale of a medical device contract supplier to a portfolio company of a private equity fund.
  • Represented a midwest-based, privately-held company operating electrical businesses which included both manufacturing and service businesses in connection with the sale of substantially all assets to a midwest-based private equity fund.
  • Represented a private equity fund providing subordinated debt and equity in an acquisition of a company in the health care industry.
  • Represented an association management software provider whose customers are primarily trade associations and chambers of commerce in its sale to a private equity-backed competitor. Barnes & Thornburg represented the client from its formation in 2000 to its sale, including through multiple equity raises from venture capital firms and private equity investors.
  • Represented management of a midwest-based, producer of recreational watercraft in connection with their formation of a joint venture with a west-coast based private equity fund to purchase the assets of their company.
  • Represented mobile messaging platform company in $5 million Series A investment and $2 million add on round.
  • Represented natural and health food company in seed, Series A and Series B financings and add on rounds.
  • Represented owners of a medical device contract manufacturer in its $132,000,000 stock sale to a portfolio company of a private equity fund.
  • Represented T2 Systems in a $3 million venture capital investment from Petra Capital Partners.
  • Represented tier one supplier to the orthopedic industry in purchase of manufacturing operations from public entities.
PROFESSIONALS

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