Private Equity

Private Equity

deals done Attorney Advertising

Private Equity and Venture Services Ice Miller has been active in the private equity industry for over 35 years, representing both management teams building great companies and the private equity firms and individuals that invest in them. We have extensive experience with all types of funds (formations and operations); leveraged buyouts, rollups, build-ups, and consolidations; portfolio company divestitures and other exits; mezzanine and junior capital financings; and complex litigation on behalf of investors and privately financed companies. We represent private equity funds; professional, institutional and angel investors; family offices; and independent sponsors and others seeking to raise capital in private equity and venture finance transactions. We have acted as lead counsel in numerous domestic and international transactions. In the past five years, our attorneys have closed over 525 transactions worth in excess of $20 billion. We are an AM 200 law firm principally based in the Midwest with longstanding relationships with investment professionals throughout the US, including buy-out, broad-based, seed, venture, mezzanine and “cross-over” investment funds, as well as fund of funds, family offices and independent sponsors. Our national practice provides us with insights on emerging trends in deal structures and formations. Our presence in New York allows us to provide further market knowledge and support to our client base. Ice Miller provides efficient, cost-effective, valueadded service throughout each stage of the investment lifecycle and complete transparency and predictability with its billing arrangements. Our Private Equity Group is comprised of more than 40 attorneys with experience in a wide variety of private equity and venture capital matters, including the creation of optimal fund and acquisition/ investment structures; the allocation of control and contractual rights between management and investors; the development and implementation

of exit strategies; including debt and equity recapitalizations; mergers and acquisitions; sales; and senior and junior debt financing transactions. Our Private quity Group focuses on middle market transactions and understands the often unique dynamics of this space.

In the past five years, our attorneys have closed over 525 transactions worth in excess of $20 billion. We also act as outside general counsel for most of the portfolio companies of our fund clients in handling both day-today legal issues, add-on acquisitions/ divestitures and the eventual sale of the company. Acting as outside counsel gives our attorneys the depth of knowledge and experience needed to help portfolio company boards and their management teams navigate the often complicated legal and business landscape in matters including employee benefits, intellectual property, tax and corporate finance along with other personnel-related and day to day issues. As a full-service law firm, we assist portfolio companies with a variety of services, including: • Patents and trademarks • Data privacy and security • • • • • • • • • • •

Federal, state and local regulatory compliance Heathcare Debt and equity financing Restructuring and bankruptcy Labor and employment Litigation Employee benefits Environment Tax Government investigations Real estate

Our professionals have experience working with a variety of industries, including: • Aerospace • Automotive • Biotech • Colleges and Universities

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Construction Distribution and logistics Energy Financial Services Food and Agriculture Gaming Health Care Industrials Insurance Life Sciences Manufacturing Media Medical device Medical Practice Management Pharmaceuticals Plastics Retail Software Technology Telecommunications Transportation Utilities

At the acquisition/investment stage, we assist our clients in setting goals that align the operational, economic, accounting, tax and regulatory needs of a particular investment strategy. We have extensive experience in all aspects of an acquisition/investment transaction, including tax structuring, financing, and complex acquisition/investment negotiations. Ice Miller also has vast experience in the area of fund formation having assisted in the formation of approximately 30 funds or fund of funds in the past five years. The specific services we provide in each fund formation are tailored to the needs of each client depending on various factors, such as the investment strategy and size of the fund, special tax, securities, ERISA or other regulatory or investor considerations, the complexity of the fund formation and the formation of the general partner and management company and most importantly, our client objectives. We are also frequently involved in the structuring of relationships between the fund and general partner and management company entities, as well as providing to them the full array of legal services the fund and those related entities require.

Private Equity and Mezzanine Selected Matters Private Equity Exit

Leveraged Recapitalization

Acquisition

Represented Boathouse in the sale of its investment in OBBCO Safety & Supply, an industrial safety supply distributor selling personal protective equipment.

Represented White Wolf in a leveraged recapitalization of CSI IT, LLC a company that focuses on providing permanent and contract IT resources to augment existing staff while implementing or upgrading complex systems.

Represented CrownWheel Partners in its acquisition of a royalty stream from a prominent east coast university.

Recapitalization

Acquisition

Sale

Represented Lineage Capital, LLC in the acquisition of a supplier of branded performance parts primarily to the automotive aftermarket.

Represented CID Equity Partners in connection with an acquisition in a boutique designer and manufacturer of lifestyle products based in Glastonbury, CT.

Represented Chapel Hill, NC based Bamboo Therapeutics Inc. in its sale to Pfizer for $645 million.

Tender Offer and High Yield Debt Offering

Private Equity Investment

Mezzanine Financing

Represented DFW Capital Partners in its tender offer for preferred equity of Covenant Surgical Partners, Inc. based in Nashville, TN.

Represented Longitude Capital Partners in the equity financing of a bioscience and pharmaceutical company.

Represented Canal Mezzanine Partners II, LP in a finance transaction of a vacuum repair and remanufacturing company.

Private Equity Investment

Private Equity Financing

Mezzanine Financing

Represented OFS in in a debt and equity investment in Strategic Pharma Solutions, Inc.

Represented Praesidian Capital and Plexus Capital in the financing of Pixelogic Media Partners, LLC, a company providing technology solutions for the entertainment industry.

Represented Balance Point Capital, a private equity fund focused on providing debt and equity capital to lower middle market Companies, in a mezzanine financing of OneSource Water, LLC, a provider of pure drinking water solutions.

Recapitalization

Acquisition Financing

Mezzanine Financing

Represented Brightwood Capital in a first lien and term loan in connection with the acquisition of a healthcare staffing company.

Represented Centerfield Capital Partners in providing mezzanine and equity financing to a pet supply company.

Represented Convene, a progressive developer and provider of specialized conference spaces and integrated services for off-site professional meetings and office buildings, in connection with a Series B extension round headed by Brookfield Property.

© 2017 Ice Miller LLP – Attorney Advertising - Prior results do not guarantee similar outcomes.

Private Equity

@IceMillerLLP

Key Contacts Thomas Kesoglou Partner 212-824-0012 [email protected]

Christopher Bordoni Partner 212-824-4956 [email protected]

Ed Braum Partner 614-462-1098 [email protected]

Michael Millikan Partner 317-236-5965 [email protected]

This publication is intended for general information purposes only and does not and is not intended to constitute legal advice. The reader should consult with legal counsel to determine how laws or decisions discussed herein apply to the reader’s specific circumstances. © 2017 Ice Miller LLP – Attorney Advertising - Prior results do not guarantee similar outcomes.

Adam Calisoff Partner 312-726-2505 [email protected]

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