Overview of Private Equity and Venture Capital Practice

Pedersen & Houpt has a long history of representing our clients in various types of private equity and venture capital transactions.  In addition to structuring and negotiating these transactions, our attorneys counsel the client regarding various regulatory issues, including compliance with securities laws such as the Securities Exchange Act, Investment Company Act, Investment Advisors Act, state "blue sky" laws and broker-dealer regulations, ERISA for qualified plan investors and certain investment restrictions affecting tax-exempt entities.

Pedersen & Houpt has extensive experience representing individual and institutional investors in a wide variety of private capital transactions.  In these transactions, our attorneys counsel the client on structuring issues associated with the proposed investment, including management control, anti-dilution protection and conversion, registration and other investor rights.

Pedersen & Houpt also has extensive experience representing businesses that are seeking additional capital.  Our firm has been retained to represent many high-growth companies operating in various industries to work on private placements of equity as well as offerings of mezzanine and high-yield debt instruments.  In addition to structuring and implementing equity and debt financing transactions, our attorneys counsel these entrepreneurial companies regarding the myriad of legal issues faced by growing companies, including tax, employment and employee benefits, intellectual property and ownership succession matters.

Pedersen & Houpt also represents private equity sponsors in forming funds to make equity and debt investments in companies in a variety of industries.  In addition to our work in forming private equity funds, our attorneys also represent several fund sponsors in connection with their portfolio company investments.

The following are some specific examples of our Private Equity and Venture Capital experience:

• Pedersen & Houpt represented three individual investors in forming a limited liability company to acquire and finance a 324-unit rental apartment complex in Omaha, Nebraska.  The financing included equity capital, municipal bond financing and mezzanine debt.  Our attorneys also worked with these investors to create a similar structure to acquire a 6.7 acre, 87,000 square foot office park in west suburban Chicago.
  
  
• Pedersen & Houpt represented a group of investors in the equity financing aspects of a three restaurant complex located at a recently constructed north suburban Chicago hotel and in the acquisition of a hotel in suburban Cleveland.  Our attorneys also represented these clients in negotiating the related hotel franchise license and restaurant and hotel management agreements.
  
  
• Pedersen & Houpt formed and has represented an Israeli-based development stage company pursuing its proprietary colorectal cancer screening capsule through is first three rounds of private equity as well as in connection with employment, joint development and equity compensation related matters.
  
  
• Pedersen & Houpt represented a national propane cylinder exchange provider as it grew from a local start-up to a publicly traded industry leader. In the process, our attorneys advised the client on the restructuring of a $5 million preferred equity placement, a $17 million senior subordinated note and warrant placement as well as with respect to its leasing and bank credit facilities.
  
  
• Pedersen & Houpt represented a national food service company and has structured a number of private capital placements including $90 million of partnership equity, which included warrants, stock options and management rights, $75 raised from both private and venture capital investors, and a $20 million placement of common stock and convertible notes.
  
  
• Pedersen & Houpt represented a national laundromat chain in connection with two initial preferred stock offerings totaling $45 million.  In addition, our attorneys subsequently represented this client in the placement of $100 million of high yield debt securities and warrants which also involved various management rights issues in connection with the follow-on offering.
  
  
• Pedersen & Houpt represented a specialty food and gift distributor/retailer in a $25 million placement of convertible preferred stock with a venture capital firm.  Our work on this matter included formulating conversion and anti-dilution rights, allocation of management control, an equity "claw back" to the business owners following a liquidity event, co-sale rights and drag-along rights.
  
  
• Pedersen & Houpt represented a fund formed to raise $150 million for the acquisition of office property which involved structuring the fund to accommodate substantial U.S. tax-exempt investors and foreign investors.  Subsequent to the formation of the fund, our attorneys structured the conversion of the fund to a real estate investment trust (REIT) and advised the major investors in the fund regarding various fund management and liquidity issues.
  
  
• Pedersen & Houpt represented a hedge fund in the formation and documentation of a new fund focused on investing in companies providing energy products and services.  Our attorneys also provided guidance to the fund sponsor regarding relevant registration and compliance issues.
  
  
• Pedersen & Houpt attorneys represented an SBA-licensed private equity fund in connection with a loan with an equity kicker to a publicly-traded retailer of diabetic supplies marketed to Spanish-speaking Medicare eligible persons and a loan with an equity kicker to a moving supplies company which use the funds advanced under the loan to market their proprietary database to home center and other major retailers.
  
  
• Pedersen & Houpt represented a private equity fund focused on making investments in companies located in smaller metropolitan markets throughout the United States in completing its fund formation documentation.  Our attorneys have also represented this fund in connection with its acquisition and financing of a private-label candy manufacturer located in North Carolina, a Texas-based wholesale supplier of water pump and control equipment, a seller and servicer of pressure relieving equipment located primarily in Texas, California and Oklahoma, and the funds equity investment in a Midwest food broker.