Structuring Independent Sponsorship in M&A: Deal Terms
Management Fees, Promote and Carried Interest, Equity Return Hurdles, Sponsor and Fund Involvement Post-Closing
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss M&A transactions in which independent sponsors collaborate with traditional private equity and other funding sources in M&A transactions and portfolio management post-acquisition. The panel will discuss exclusivity, non-circumvention and other upfront concerns, sponsor management fees and promote, governance and the related the roles of the parties post-closing, and more.
- Independent sponsors: background and emergence
- Private equity fund collaborations: mutual benefits
- Issues to address in the sponsorship agreement
- Exclusivity for the sponsor and the PE investor
- Management fees and other compensation to be paid to the sponsor
- Equity interests issued to private equity investors
- Promote and carried interest: hurdles and waterfalls
- Relative roles of independent sponsors and investors post-closing
- Covenants not to compete; non-circumvention
The panel will review these and other important questions:
- How does a PE investor benefit from partnering with an independent sponsor when pursuing an acquisition?
- What are the typical provisions in sponsorship agreements?
- Should the economics of the partnership be finalized before the transaction is commenced?
- What is the market regarding the equity interest awarded to the sponsor (with a focus on return hurdles and waterfalls)?
- How does governance in an independent sponsor portfolio company typically work (with a focus on both affirmative and negative controls of the parties)?
- What are the roles of the independent sponsor and PE investor post-closing?
John C. Gilson
Member, Private Equity
Moore & Van Allen
Mr. Gilson represents private equity sponsors, independent sponsors, fundless sponsors, search funds, self-funded... | Read More
Mr. Gilson represents private equity sponsors, independent sponsors, fundless sponsors, search funds, self-funded searchers, family offices, hedge funds, venture capital investors, SBICs, BDCs, banks, and privately held companies in a broad range of complex business transactions (including mergers, acquisitions, divestitures, leveraged buyouts, minority and control equity investments, and cross-border transactions).Close
Michael Ryan (Mike) Miller
Moore & Van Allen
Mr. Miller represents domestic and international private equity, venture capital and search funds, independent... | Read More
Mr. Miller represents domestic and international private equity, venture capital and search funds, independent sponsors, and strategic acquirers in evaluating, structuring, and negotiating mergers and acquisitions and investment transactions. He focuses on leveraged buyouts, growth equity investments, mergers, stock and asset acquisitions and sales, co-investments, secondary fund interest transfers, and recapitalizations.Close