Family Offices and Independent Sponsors

One of Benesch’s core competencies is the representation of private equity firms, including leverage buyout firms, growth equity firms, mezzanine funds, and portfolio companies located both domestically and off shore, in the acquisition, financing, operation and ultimate disposition of their assets and in the formation and ongoing operation of the fund itself.  And Benesch has translated this skill to the representation of family offices directly investing in private companies.  We work with independent sponsors and help them with family offices and PE firms who offer reasonable terms.  Often times we add to the independent sponsors additional funders.  And we work with them on a flexible basis. 

Dedicated to fully understanding our clients, their businesses and their industries, we develop client-focused teams.  These teams ensure first class legal service and continuity of personnel, view business issues from our clients’ perspective, and assist in discovering the best legal and business services to address our clients’ needs, drawing upon the strengths of diverse, knowledgeable and experienced lawyers.

Our typical client ranges in revenue size from $50-$750 million with EBITDA of 5-100.  The majority of our work is with privately-held businesses that are either sponsored or quite active as to acquisitive growth.

Our Private Equity Group (which includes the same group in representing family offices) is comprised of attorneys with individual specialties that include corporate finance, subordinated lending, senior lending, including second lien lending, securities, recapitalizations, buyouts, mergers and acquisitions and restructuring.  We have a successful track record assisting investment firms in reaching their business objectives, including fund formation and maintenance, solicitation of capital, acquisitions, management of portfolio companies, divestitures, leveraged buyouts, PIPEs, SPACS and distressed investments.  In addition, we have substantial experience taking private-equity-backed companies public, publicly-traded companies private and in the issuance of public debt.  Furthermore, we are equally conversant in representing the company seeking an investment from or an acquisition by a private equity firm.

We believe that our private equity and family office practice is differentiated from that of our competitors because of our focus on the middle market, our ability to represent portfolio companies post-acquisition on a responsive and affordable basis, our CEO-centric program and our commitment of always staffing projects with teams led by senior attorneys that are actively involved in the process.

In addition to representing institutional investors such as private equity firms, mezzanine firms and hedge funds, we have taken an active role in representing independent sponsors who have teamed with significant family offices throughout the country and have, on the other side of the table, represented family offices in making direct investments in companies that either the family office has found or an independent sponsor has found.  Benesch, while representing institutional investors, has purchased many family-owned or other non-sponsored owned businesses and understands the complexity of those purchases as often times the seller is not sure it wants to sell if in an auction or not.  We have also represented large non-sponsored businesses that have determined to sell to a family office or a private equity firm.  As we all know, family offices have taken the lead in many instances in leaving a blind pool investment and either relying on their own team to find the right investment or relying on independent sponsors.  We understand that dynamic very well.  And we also understand the terms that a family office should be negotiating with an independent sponsor that brings the office an attractive target.

We offer a strong CEO-centric program, where we team successful CEOs with private equity firms or family offices to create industry focused transactions.  We actively identify and qualify these CEOs before introducing them into CEO-centric private equity firms.  In addition, we provide an ongoing program to attract managers who are considering MBOs of their operating companies.

Our ongoing representation of portfolio companies shows our ability to work with management and private equity owners in a cost effective and responsive way.

Unlike many of our competitors, we staff our client matters with experienced attorneys that remain actively involved in the day-to-day decision making process.  We are committed to having an experienced partner involved on all transactions and to building a consistent service team that develops a true partnership with the client.  In addition, our Midwest base allows us to provide this benefit at a competitive rate structure.

Although we have represented clients in transactions in almost every industry, we have specific experience in the packaging, plastics, specialty chemicals, consumer products, transportation and logistics, financial services, distribution, specialty printing, health care, communications, software, media, retail and distribution, manufacturing, and biotechnology sectors.  Additionally, we have vertical industry knowledge with special practice groups for transportation and logistics (asset and non-asset based), retail and regulated health care as to long term care, assisted living, home health, institutional pharmacy and managed care companies.

As a sophisticated player in the private equity marketplace, we know how to invest the institutional funds properly, how to help with ongoing governance, operational and financing issues, and ensure the proper exit.  Through a dedicated team, we get the deal done in an efficient and effective manner while protecting the interests, and achieving the objectives, of our clients.

Portfolio Company Representation

We regularly represent our private equity clients' portfolio companies in connection with a wide variety of matters, utilizing attorneys in practices throughout the firm.  We frequently represent portfolio companies in connection with the following:

• Add-on acquisitions and roll-ups including acquisition of distressed debt and equity
• Intellectual property, including licensing agreements, patent prosecution and litigation
• Commercial and contract disputes
• Labor and general employment issues
• Real estate and environmental matters
• Joint ventures and outsourcing arrangements
• Tax structuring
• Regulatory issues in highly regulated industries
• Litigation in a variety of areas
• Antitrust concerns
• Financing of senior and subordinated debt