Lord, Bissell & Brook LLP’s Capital Investments Practice Group provides legal services to (a) privately-held companies, including middle market and emerging growth companies, and (b) venture capital, private equity, and mezzanine funds and their portfolio companies.
Experience
Our attorneys regularly advise management teams, buy-out targets, senior and mezzanine lenders, venture capital and private equity investors and investment banks with respect to all aspects of private equity or venture capital transactions. In addition to our legal experience, our attorneys have backgrounds in corporate finance, intellectual property/technology protection and licensing, international trade and import-export issues, estate planning, tax, real estate and environmental law.
Focus
Our private equity practice is primarily focused on middle market companies with enterprise values ranging from $10 - 250 million, but the experience of our attorneys ranges from smaller buy-outs involving privately held companies to sophisticated multi-billion dollar transactions involving publicly traded buyers and sellers. Our experience in private equity transactions includes telecommunications, real estate, financial services, manufacturing, consumer products, technology and media and entertainment.
Our venture capital practice focuses on early stage and emerging growth companies, but the experience of our attorneys ranges from structuring and documenting angel investments to sophisticated multi-million dollar later-stage investments. Our experience in venture capital transactions includes areas within the technology industry, such as pharmaceutical, biotechnology, software, outsourcing, e-commerce and financial services.
Our attorneys counsel and work with our clients in other legal matters ancillary to our private equity and venture capital focus, including business and contract counseling; structuring and formation of business entities; acquisitions and dispositions (sales of stock and assets, as well as mergers and consolidations); debt financing transactions (including both senior debt and subordinated/mezzanine debt); succession planning and disputes between owners; employment agreements and incentive arrangements; distribution and sales representative agreements; domestic and international joint ventures and other strategic alliances; and regulatory and compliance matters.
Team Approach
Attorneys in our Capital Investments Practice Group work closely with attorneys in other practice groups in the firm to advise clients on issues such as public and private securities law compliance, labor and employment, corporate governance, intellectual property, litigation, environmental, bankruptcy, benefits, real estate and secured lending.
Representative Transactions
Some of our recent significant transactions include:
- Represented Southern California-based private equity firm in acquisition of control of a company providing government contract monitoring software solutions in an approximately $18 million deal and in further acquisitions in government contract monitoring arena;
- Represented company in $75 million venture capital financing to purchase five TV stations;
- Represented public company in $66 million venture capital financing, to gain control and have 80 percent ownership, through new issuances. The rounds were Series A-D and some subordinated debt at the end;
- Represented a management team in the leveraged acquisition of a consumer electronic products company with revenue of approximately $150 million;
- Represented a private company that provides Web-based cash management, business banking, and image delivery solutions in the sale of Series C Preferred Stock for approximately $25 million; and
- Represented a mezzanine fund in a $10 million debt placement in connection with a leverage buyout transaction.
Other transactions by category include:
Investors
- Drafted disclosure circular, stock purchase agreement and subscription documents for a $50 million equity investment by investment firm and related rights offering to other shareholders;
- Negotiated all aspects of a $5 million venture capital investment in a technology company;
- Represent various reinsurance company affiliates in their investment activities, including investments in various private equity and real estate funds;
- In connection with fund investments, advised reinsurance company on the terms of investment partnerships and negotiated certain specialized terms of their investment requirements;
- Represented venture capital firm in Philadelphia on numerous Series A-C rounds ranging from $15-25 million;
- Represented venture capital firm in numerous investments of varying sizes, $5 million to $15 million, and various rounds;
- Represented a large consulting firm in connection with its $2 million investment in a startup venture; and
- Representing a $250 million private equity fund in the acquisition of a company that distributes consumer electronics products.
Companies
- Representation of a company focused on development of bioinformatics products and services for the life science industry on A, B and C rounds;
- Representation of pharmaceutical services organization on A and B rounds;
- Represented company in $55 million venture capital investment to purchase seven TV stations;
- Issuer’s counsel in connection with a start-up advertising company’s $.7 million B round and $1.65 million C round offerings of convertible preferred stock to an angel investor and a venture capital investor, respectively;
- Issuer’s counsel in connection with a start-up mobile phone service provider’s $5 million A round and $2 million B round of convertible preferred stock;
- Issuer’s counsel in connection with $20 million PIPE transaction;
- Issuer’s California counsel in connection with a small public electronics company’s Series A through E convertible preferred stock offerings in PIPE transactions raising over $20 million;
- Represented start-up clinical trials management company in obtaining $3 million of venture capital financing;
- Advised a start-up biotechnology research firm in connection with acquisitions and second round venture financing;
- Represented a private company that provides software solutions for the Network Attached Storage (NAS) market in the sale of Series B Preferred Stock for approximately $13.5 million;
- Represented a private company that provides Fiber Optic Solutions in the sale of Series A Preferred Stock for approximately $60 million; and
- Represented a private company in the food and beverage industry in the sale of Series A Preferred Stock for approximately $5.0 million.
Hedge Funds
- Represented hedge funds regarding new adviser registration issues;
- Represented a hedge fund including formation and compliance work; and
- Closed portfolio investment transactions for hedge funds, primarily minority investments, and completed transactions for clients where hedge funds were the primary investors.
Banks
- Represented a California-based bank that mainly does financing for venture capital-backed companies.
Investment Banks
- Acted as selling agent’s counsel in connection with numerous different placements of equity securities in PIPE transactions; and
- Acted as selling agent’s counsel in connection with various management buyout private equity transactions.