Primary & Secondary Transactions
Investor Representation
Benesch has extensive experience representing public and private institutional investors (including ERISA plans and charitable organizations) in connection with their alternative investment activities. Our attorneys have assisted clients in successfully completing investments in hundreds of commingled vehicles, single investor funds and separately managed accounts both in the U.S. and internationally, totaling investments over $20 billion.
Our attorneys have represented family offices, fund of funds, foundations, pension and other government funds, endowments and high net-worth individuals in negotiating the terms of their commitments to venture capital, private equity, real estate and hedge funds and fund of funds, as well as structuring and negotiating the terms of co-investment vehicles, single investor funds and separately managed accounts.
In connection with each investment, our attorneys perform extensive legal, tax and commercial due diligence, provide structuring advice, review private placement memoranda and governing documents, negotiate side letters, management agreements, and other definitive documents (e.g., custody agreements), complete subscription materials, and assist our clients in navigating know-your-customer and anti-money laundering requirements. We also provide written summaries of fund documents tailored to the specific needs of each client.
Our investor representation experience is augmented by our sophisticated private equity practice, allowing us to provide legal counsel with perspective on larger trends in the industry. Our understanding and familiarity with market trends (including trends in fees and reporting) allow us to be a unique resource to clients and often levels the playing field in negotiations with sponsors. Our vast experience and library of side letter provisions help us ensure that our clients receive the most favorable terms consistent with the client’s fiduciary obligations and policies.
Secondary Transactions
Benesch provides state of the art representation of clients involved in the secondary market. We represent both buyers and sellers in the sale of individual fund interests and portfolios of interests. We also regularly represent buyers in fund restructurings and tail-end transactions, wherein a new investment group provides liquidity to existing investors and/or provides additional capital to sponsors (whether part of a stapled commitment or otherwise).
As with our investor representation practice, our secondary transaction experience is augmented by our private equity practice, including significant experience advising clients in structuring co-investment transactions. This experience helps us advise clients with regard to due diligence investigations and negotiating key terms of their investment.
Experience
- Represented an alternative investment firm with assets under management in excess of $4 billion in all of its secondary market transactions.
- Represented a syndicate of secondary interest buyers (including two dedicated secondary funds) in their acquisition of a portfolio of private equity interests from a large family office.
- Represented a fund of funds in the sale of a portfolio of private equity interests representing an aggregate original capital commitment in excess of $200 million for a purchase price of approximately $40 million.
- Represented a large state pension plan in connection with a co-investment alongside an existing manager in the oil and gas sector.
- Represented California county pension plan with more than $8 billion in assets in connection with a $280 million separately managed account investing in infrastructure assets.
- Represented ERISA plan with more than $3 million in assets in connection with a $250 million multi-strategy commingled fund.
- Represented state pension plan with more than $30 billion in assets in connection with a $1 billion separately managed account investing in European debt and a $400 million single investor fund involved in loan originations.
- Represented California county pension plan with more than $13 billion in assets in connection with a $150 million investment in a multi-strategy hedge fund and a $175 investment into a commingled real estate fund.
