Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Sponsors and Investors

Choosing the Right Investment Structure, Key Deal Terms, Tax and Regulatory Ramifications

Note: CPE credit is not offered on this program

A live 90-minute premium CLE video webinar with interactive Q&A

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Thursday, December 1, 2022

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, November 4, 2022

or call 1-800-926-7926

This CLE program will review legal developments in co-investments for private equity, investment structures, key deal terms, and tax considerations. The panel will provide insights and perspectives into opportunities and risks for both sponsors and investors.

Description

Co-investment and club structures provide opportunities to address private equity sponsor and LP goals. From the sponsor perspective, a co-investment or club structure can fill a capital need--whether a growth need, acquisition financing, or a rescue need. For more minor sponsors, a co-investment or club structure can create a business opportunity for a sponsor unable to raise sufficient permanent capital.

From an LP or investor standpoint, co-investment opportunities offer the ability to gain additional access to desired investments or opportunities to sit higher in the capital stock of a portfolio company or asset.

The terms of co-investment and club arrangements are typically negotiated on a case-by-case basis depending on factors such as the type and identity of the investor, asset type or portfolio company business, the intended use of the capital, and critical tax considerations. Key terms include, among others, fees, expenses, anti-dilution, most favored nation, and affiliate transaction provisions.

Notably, counsel must design the co-investment opportunity or club deal to address a variety of often-overlooked, essential regulatory and tax considerations, especially broker-dealer and investment adviser regulation, and the individual circumstances of the investors.

Listen as our authoritative panel of practitioners analyzes opportunities and risks of co-investments and club deals in private equity for both sponsors and investors, how to choose the proper investment structure, negotiate key deal terms, and navigate the tax and regulatory ramifications of the deals for the investor and the sponsor.

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Outline

  1. Co-investment structures
  2. Deal documents and critical deal terms
  3. Current trends in private equity co-investments
  4. Regulatory hurdles: broker-dealer, investment company, investment adviser, and state blue sky regulations
  5. Tax considerations for sponsors and investors

Benefits

The panel will review these and other key issues:

  • What are current developments that impact co-investments and club deal structures, and how have the terms of these arrangements evolved?
  • What are typical deal structures for co-investments?
  • What regulatory problems most often derail co-investment and club transactions?

Faculty

Farhadieh, Arash
Arash Farhadieh

Partner
Willkie Farr & Gallagher

Mr. Farhadieh is a partner in the Asset Management Group. He has extensive experience in advising private fund managers...  |  Read More

Friedrich, Laura
Laura Friedrich

Partner
Willkie Farr & Gallagher

Ms. Friedrich is a partner in the Asset Management Group. She has extensive experience in the fund formation area,...  |  Read More

Knapke, John
John M. Knapke

Partner
Willkie Farr & Gallagher

Mr. Knapke is a partner in the Asset Management Department. His practice focuses on private investment funds. In the...  |  Read More

Proctor, Mark
Mark Proctor

Partner
Willkie Farr & Gallagher

Mr. Proctor is a partner in the Asset Management Group. He advises private fund managers on structuring, establishing,...  |  Read More

Attend on December 1

Early Discount (through 11/04/22)

Cannot Attend December 1?

Early Discount (through 11/04/22)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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