CORPORATE DEAL SOURCE
CORPORATE DEAL SOURCE
Critical Transactional Insights for Deal-Makers
CORPORATE DEAL SOURCE
Critical Transactional Insights for Deal-Makers
Private Equity
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Has Private Equity Lost Its Appetite for Buyouts?

The latest analysis by PitchBook would indicate buyout activity is trending down as deal volume and values continue to slide from recent quarters. In the latest report, the triggers for the current market is discussed covering EBITA multiples, debt levels and valuations, as well as where opportunities exist based on the transactional activities of private equity funds. Read the PitchBook report.  

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International News: Focus on Private Equity

McDermott Will & Emery recently published its latest issue of International News, which covers a range of legal developments of interest to those operating internationally. This issue focuses on Private Equity. Read the full issue. Focus on Private Equity The Impact of Regulatory Changes on Private Equity Firms Taking Advantage of the Consequences of Delisting or Downlisting in Germany Equity Bridge Facilities and the French Private Equity Market Will Private Equity Bet on the Price of Oil?

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Independent Contractor and Exempt Employee Classification Review Should Include Joint-Employer Status

Private equity often looks to control costs in its portfolio companies through the utilization of joint employees. This On The Subject provides tips and guidelines for private equity firms and their operating companies during a review of its employee classification. Read the full article.

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Focus on Private Equity – July 2015

McDermott Will & Emery has released the latest Focus on Private Equity, which provides insight on issues surrounding private equity transactions and the investment life cycle across industries. Articles in this issue include: What Private Equity Funds Should Know about ERISA Managers of private equity funds who are responsible for investing the assets of a fund that holds plan assets are likely to be considered a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (ERISA). ERISA imposes numerous duties on fiduciaries, and those who fail to meet ERISA’s standards may be personally liable to restore plan losses, disgorge profits made through the use of plan assets, and pay additional statutory penalties imposed by the Department of Labor. The fiduciary may also face criminal penalties if found guilty of wilful failure. It is therefore vitally important that fiduciaries are fully aware of all their duties under ERISA. Read the...

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Focus on Private Equity – April 2015

McDermott Will & Emery has released the October 2014 issue of Focus on Private Equity, which provides insight on issues surrounding private equity transactions and the investment life cycle across industries. Articles in this issue include: The Use of Alternative Credit in Europe As a result of the reduced availability of conventional credit from lending institutions in the wake of the financial crisis of 2008, Europe has been eager to develop an alternative credit market to unlock the demand for money from small and medium sized enterprises (SMEs). Read the full article. Buying and Selling a Craft Brewery in the United States The craft beer business has never been hotter, with market share now approaching 8 per cent by volume in the United States and margins that have attracted the attention of private equity and venture capital investors, and even large brewers. Read the full article.  

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Focus on Private Equity – October 2014

McDermott Will & Emery has released the October 2014 issue of Focus on Private Equity, which provides insight on issues surrounding private equity transactions and the investment life cycle across industries. Articles in this issue include: Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity A recently proposed plan to reform EU Merger Regulation could expand the scope of transactions subject to prior notification. For the first time, minority shareholding acquisitions that do not lead to a change in control could be subject to prior notification to the European Commission. The proposed expansion of the Merger Regulation’s jurisdiction could significantly impact businesses. Read the full article. IPO Market Offers Attractive Exit Alternative for Sponsor-backed Companies The strong IPO market offers private equity sponsors an attractive alternative to the sale of a portfolio...

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Search Funds: Catering to Canadian Investors

As those in the search fund community are aware, finding the right investors for a fund is critical to its success.  Equity sources bring more than their capital to the table; the best investors serve as experienced advisers and trusted mentors to search funders as they navigate the acquisition phase and beyond.  As the search fund model has proliferated both within and beyond the United States, today’s search funders may have more potential stops on their “roadshows” than their predecessors. In seeking their ideal mix of initial investors, several of our recent search fund clients have ventured north of the border to raise a portion of their equity.  For search funds, which are typically structured as U.S. limited liability companies (LLC) with heavily standardized investment documents, taking on Canadian investors in a U.S. search fund has raised some interesting legal and practical issues.  Below are a few gating items for the search funder to consider in...

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Focus on Private Equity – July 2014

McDermott Will & Emery has released the July 2014 issue of Focus on Private Equity, which provides insight on issues surrounding private equity transactions and the investment life cycle across industries.  Articles in this issue include: Latin American Private Equity on the Rise Favorable macroeconomic trends and positive regulatory developments continue to make Latin America an attractive destination for private equity investors looking for acceptable returns in relatively stable emerging markets. Not surprisingly, some challenges remain for foreign private equity investors entering the region, but most of these risks should be manageable for investment teams and advisors with sufficient experience in those jurisdictions. Read the full article. Tax Considerations When Acquiring Non-U.S. Portfolio Companies—Mitigating Subpart F Inclusions Subpart F income can diminish returns for investors acquiring non-U.S. portfolio companies by increasing tax cost....

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Deconstructing a Letter of Intent for Business Owners, Part 1

I recently appeared on an episode of the Private Equity FunCast: “The Art (and Science?) of the LOI” to talk deal terms with private equity masters Devin Mathews and Jim Milbery.  This well-spent hour got me thinking about how confusing some of the deal terms in a Letter of Intent (LOI) must be for first time sellers.  As a result, we are launching a series of blog posts that will deconstruct the LOI into easily understandable parts. In this series, we will be covering the following topics: The purchase price and how it is calculated; The structure of the transaction; Key tax issues; Key deal terms, including working capital, representations and warranties, and indemnification/escrow arrangements; and The legal “mumbo-jumbo.” We covered much of this during the FunCast, but will take a deeper dive here with a more intense focus. The Purchase Price and how it is Calculated For most business sellers the purchase price is the purpose of the deal – cashing in on...

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