Private Placements. We handle private placements for companies seeking
non-institutional early and growth stage capital, fund advisors who create
new real estate, private equity and hedge funds, affiliates of broker-dealers
who create proprietary investment funds marketed to their clients and clients
of other broker-dealers and registered investment advisors, and for
investment bankers who market PIPEs for growing publicly-held companies.
We typically recommend and almost exclusively handle private placements
solely to accredited investors pursuant to Regulation D Rule 506. Other
private placements we handle are Rule 144A private placements solely to
qualified institutional buyers and Regulation S offerings made and offered
solely offshore. We assist the client in structuring and creating the proper
security for the transaction, preparing the private placement memorandum
or other offering document, preparing the subscription agreement, investor
partnership agreement, limited liability company operating agreement and
other documentation governing the security and the relationship between
the investors and the issuer, and we file necessary documentation with
the Securities and Exchange Commission and the state securities law
administrators in the various states in which the state blue sky laws require
filing. We have handled deals in many shapes and sizes and in many
industries, including:
- private placement of preferred equity securities to provide capital to
a provider of fixed wireless and satellite broadband Internet services
focused on the non-urban and rural areas of Canada
- private placement of limited liability company interests in an
investment fund organized to provide start-up capital to a high
technology, sound wave company
- private placement of limited partnership interests in a Florida-
focused real estate private equity fund
- private placement by a closed end, single asset private equity fund,
the proceeds of which, together with a co-investment by an
established private equity fund, were used to purchase preferred
equity issued by an accounts receivable management company,
whose clients include the Department of Education
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Mergers & Acquisitions. We received our training in the mergers and
acquisitions area while at large law firms such as Greenberg Traurig
and Morgan Lewis & Bockius, where the work was focused on buy-side
representation of public companies, private equity companies and
privately-held strategic buyers. West PLC continues to represent public
companies and private equity companies on the buy side, but we have
had numerous sell-side engagements, including:
- sale of a leading, national real estate investment banking firm as
co-counsel to the firm sold
- sale of a homebuilder to a commercial bank financed leveraged
ESOP as counsel to the homebuilder
- acquisition of a prominent Quebec funeral home and cemetery
business by a Toronto private equity-backed U.S. investor / senior executive, as counsel to the investor / senior executive
- merger of an asset-based lender into a subsidiary of the bank that provided warehouse financing for the lender, as counsel for the
co-founder and CEO
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Venture, Growth, Early and Seed-Stage Capital. We represent investors
who provide and companies who receive venture, growth, early and seed
stage capital. We use a variety of structures, including double dip
participating preferred for institutional VC investments into corporate
entities, as well as more complex structures for investments in limited
liability companies, in each case tailored to the needs and requirements
of the deal, the investor and the company. Over the year, we have handled
investment into companies within just about every imaginable industry,
including:
- senior secured debt / 3rd round institutional venture capital
investment in a CLEC – we represented management
- family office seed / first round venture capital investment in a
newly-formed company that in-licensed biotechnology from
a leading academic institution; the company was sold 7 years
later to Pfizer – we represented the investor
- a spin-off and growth-stage equity financing of a dedicated self
managed web hosting business, as company counsel
- follow-on venture capital investment in a leading provider of human resources and benefits solutions for small and medium-sized
businesses, as company counsel
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Offshore Transactions. We handle private equity fund formation that often
requires offshore master-feeder structures to accommodate non-US
investors as well as US tax exempt investors that need the offshore
structure to avoid unrelated business taxable income that might be
generated from the fund. We also handle other offshore transactions,
such as:
- acquisition of a U.S.-based software development company from a Cayman Islands bank, as counsel to the buyer
- represented a U.S. investor in a U.K. web-based business to
business and business to consumer international travel services company, including transactions within the United States, the
United Kingdom and India
- represented the seller of a death services business with operations
in London and developments in the Manchester area in a sale to a
U.K. private equity firm
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Corporate, contracts and other business transactions. We organize,
structure and provide advice and counsel to corporations, limited liability
companies and limited partnerships. We handle executive employment,
executive departure, key employee incentive plans (option plans for
corporations and profits interests for limited liability companies) and
employment, non disclosure and invention assignment agreements
for the rank and file. We handle technology, trademark and other IP
licensing agreements. Our assignments cover a wide range of industries
and transactions, including:
- representation of Swedish owners of a US software designer,
developer and marketer in connection with its on-going software
licensing and finance issues
- corporate governance counsel for investors/managers of an
investment firm in connection with its investment in a California biotechnology company
- corporate work for an investor in a company that uses a novel,
patented process to color hair naturally and safely using common
dietary supplements and food ingredients
- pro bono representation of an audit committee of a 501(c)(3)
nursing home that provides services to Medicaid and other needy
folks in Winter Park, Florida
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© WEST PLC 2010 |