Club deals allow private equity (PE) sponsors to join with other funds or corporate partners to increase their capital and develop an array of potential strategic benefits to offer target companies in competitive auctions. The practicalities of forming a club and submitting a joint bid can be difficult to navigate, however, especially given the dearth of publicly available precedents. A recent Strafford webinar featuring King & Spalding associate Sawyer D. Duncan covered the evolution of these club deals, as well as legal and tactical issues PE sponsors should consider when they jointly bid for a target or asset. This first article in a two-part series provides an overview of club deals; structural approaches to account for the recent inclusion of institutional investors and strategic buyers; and scrutiny these deals were subjected to during their rise to prominence. The second article
will highlight certain key documents for a joint bidding arrangement, as well as eight essential practice tips for navigating a transaction with a club deal. For more on non-traditional PE fund structures, see “Selling Minority Stakes in PE Firms: Recent Trends and Structural Considerations (Part One of Two)
” (Apr. 2, 2019); and “Beyond the Master-Feeder: Managing Liquidity Demands in More Flexible Fund Structures
” (May 25, 2017).