Legal Issues With Minority Stake Transactions: Important Structural Considerations and Managing Limited Liquidity Options (Part Two of Two)

Investing in general partners and management entities of PE sponsors is alluring because it disrupts the typical J‑curve of investments by providing an early, consistent income stream. That introduces wrinkles to be reflected in structuring minority stake funds and the individual transactions, however, because of the need to recycle proceeds and preserve operational flexibility. Also, buyers need to maintain the option to pursue liquidity opportunities in the future because those investments lack the same exit options as traditional PE investments. The Private Equity Law Report explored these and other nuances of minority stake transactions by interviewing Simpson Thacher partner Peter H. Gilman. In this second article in a two-part series, Gilman explains how parties can navigate liquidity limitations and optimize the idiosyncrasies of these minority stake investments in fund documents and acquisition agreements. In the first article, he outlined valuable covenants for both buyers and sellers to seek in these transactions, while also highlighting upcoming developments in this area. For more from Simpson Thacher attorneys that previously held senior roles at the SEC, see our two-part series: “Chair Clayton’s Priorities and the Current Enforcement Climate” (Dec. 7, 2017); and “Current Regulatory Climate, Adviser Examinations and the Enforcement Referral Process” (Dec. 21, 2017).

To read the full article

Continue reading your article with a PELR subscription.