Overview

McDonald Hopkins’ national private equity practice brings together an integrated, multi-disciplinary team of sophisticated attorneys who know how to close transactions. With experience in M&A, finance, tax structuring, labor and employment, intellectual property, real estate, environmental, restructuring, and litigation, the private equity team collaborates with professionals across the firm to provide private equity, private debt, and independent sponsor clients a full range of services throughout the entire lifecycle of their investments.

Our comprehensive services include:

Because the private equity industry is complex, rapidly changing, and fast-moving, our proactive approach is centered on building a collaborative partnership that allows us to anticipate the needs of our private equity clients quickly. We listen to business and financial goals and concerns when structuring a transaction; identify, assess and quantify any risk; build comprehensive plans for representation; and work alongside our private equity clients to implement solutions and close deals quickly and efficiently.

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While our private equity practice represents both megafund clients and smaller to middle-market sponsors, we specialize in serving the middle market, distinguishing ourselves with an integrated team that takes the time to first learn about our clients’ business (and the business of their portfolio companies) before providing counseling and legal advice. With McDonald Hopkins’ private equity practice, our clients also receive the added value of working with our most experienced, senior attorneys throughout their engagement, all of whom have deep industry experience and a diverse client base.

Our clients include traditional sponsors, family offices, and independent sponsors in almost every industry, including aerospace/airlines, automotive, building products, chemicals, commodities, construction, consulting, consumer products, digital platforms, distribution, energy, equipment rental, financial services, food and restaurants, franchises, gaming, government, healthcare, logistics manufacturing, media and entertainment, medical devices, mining, packaging, plastics/polymers, real estate and development, retail and distribution, software, telecommunications, and transportation.

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Events

Private Equity Executive Conference - Big Market Strategies for Middle Market Private Equity

Private Equity Executive Conference - Big Market Strategies for Middle Market Private Equity

State of the Market

View a recording of this session.
Learn more about McDonald Hopkins' Mergers and Acquisitions practice.
Learn more about the speakers: Christal Contini and Rocky Pontikes

Key Takeaways

  • This session focused on the overall shift to a buyer's market after more than a decade of a seller's market and how to navigate deal-demand that is outweighing deal-supply.
  • Timing is everything. When it comes to making the deal, how can we know the time is right? The second half of the year may be presenting a unique opportunity for pent-up demand for deals.
  • Given that multiples have decreased, the desire for add-on opportunities for private equity-backed companies has amplified in this market. 
  • Buyers are using various strategies to mitigate economic risk in transactions. Representation and warranty insurance is still a popular choice, as are traditional escrows; however, the most useful strategy is still due diligence. You have to make sure you know the ins-and-outs of the business you are buying. 

M&A and Executive Compensation

View a recording of this session.
Learn more about McDonald Hopkins' Executive Compensation and Governance practice.
Learn more about the speakers: Kathryn HickeyBen Panter, and Brett Herand

Key Takeaways

  • Executive compensation can be leveraged in this challenging market to differentiate a private equity M&A deal, and executive compensation has become a critical piece of the deal-making puzzle. The management team is one of the greatest assets of a private equity acquisition and is equally as important as the primary transaction. 
  • In many deals, members of the management team are now also investors, and understanding this dynamic can change the mindset regarding terms that are offered for these investor employees, individually, as well as for the entire management team. 
  • Managing its equity incentive plan is a sponsor's primary tool for aligning interest of executives with partners.
  • Private equity deals differ from broader-market, public deals. Public company deals include annual bonus programs with multiple metrics and defined leverage models, which is very different from the portfolio company model that allows for different, more creative bonus alternatives. 

Current Tax Issues in M&A 

View a recording of this session.
Learn more about McDonald Hopkins' Tax and Benefits practice.
Learn more about the speakers: Adam GraisDavid Shaferand Tony Nitti

Key Takeaways

  • Middle market businesses are frequently taxed as S corporations, requiring creative tax structuring when these businesses are acquired by private equity firmswith the most common tool being an F reorganization.  
  • Many middle market companies are organized as limited liability companies that elect to be taxed as S corporations. As the election was often not made correctly, recent IRS guidance allows for adjustmentsaddressing this early in the due diligence process is critical.  
  • Structuring a rollover deal with an F reorganization can provide opportunities on the seller side to share future appreciation in the go-forward business with key employees without creating immediate tax liabilities.
  • The owners of certain middle market businesses structured as C corporations may be able to save on a stock sale. Similarly, buyers may achieve similar benefits on exit.
  • Restructuring debt in distressed situations could result in tax for both the borrower and the lender if not handled properly from a tax perspective.
  • The Employee Retention Credit has introduced new complications in deals involving sellers that applied for the credit.

Distressed M&A Transactions - Opportunities and Risk

View a recording of this session.
Learn more about McDonald Hopkins' Strategic Advisory and Restructuring department.
Learn more about the speakers: Marc CarmelAlpesh Amin, and Joseph Greenwood

Key Takeaways

  • This session focused on 3 main topics: the current state of the distressed M&A market, opportunities for private equity firms, and what private equity firms need to know if they have a distressed asset in their portfolio.
  • The current distressed cycle is likely in the early stages of presenting opportunities and will be different from prior cycles due to the length of time since the last distressed cycle, unfamiliarity with dealing with distressed businesses, and more complexity in deals.
  • Different restructuring alternatives were discussed, including proceeding without a formal process, assignments for the benefits of creditors, receiverships, foreclosure and bankruptcy.
  • Ensure you have the right advisors—including those who can quickly assess situations, identify alternative solutions, and execute as a team. 

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