Securities & Private Capital

We advise sponsors, syndicators, fund managers, family offices and investors raising and deploying private capital. The work covers deal-by-deal equity for single-asset acquisitions, programmatic vehicles that acquire on a continuing basis, and the joint ventures through which institutional and family-office capital invests alongside operating partners.

Offerings are conducted under Regulation D, principally Rules 506(b) and 506(c). We structure the issuer and management entities, prepare private placement memoranda and offering materials, draft the operating and limited partnership agreements that govern control and economics, prepare subscription documents and investor questionnaires, and handle Form D and Blue Sky notice filings.

Economics and control are negotiated in the same documents. Promote and waterfall structures, preferred returns, capital call and dilution mechanics, major decision rights, transfer restrictions and exit provisions are drafted so that the sponsor and investor positions remain workable if an asset underperforms its projections rather than only if it meets them.

Sponsors whose programs grow encounter a further set of questions: whether a vehicle is excluded from the Investment Company Act, whether the sponsor’s activities implicate investment adviser status, how separate offerings are integrated, and where the line falls between a permissible raise and unregistered broker activity. We advise on those questions as a program develops rather than in response to them.