Private Equity

LEADERS

Overview

Gibson, Dunn & Crutcher’s Private Equity Practice represents many of the largest and most active financial sponsors, sovereign wealth funds and other investor groups around the world.

We provide a full-service solution to our private equity clients.  We handle deals ranging from venture and growth capital transactions through multibillion-dollar club deals.  In close coordination with lawyers in other Gibson Dunn practice areas, we provide a comprehensive service including:

  • Due diligence and compliance
  • Deal negotiation, documentation and execution
  • Tax structuring
  • Acquisition finance
  • Corporate governance
  • Management equity

Post-acquisition, we work with client portfolio companies on a wide range of matters, including business and financial restructurings, add-on acquisitions and leveraged recaps.  We handle private equity exit transactions, including trade sales and initial public offerings.  Because of our international reach, we are involved in some of the most complex multijurisdictional deals.

We also work closely with the fund formation teams of our Investment Funds Practice Group, providing cutting-edge sophistication in the organization of private investment funds and fund management companies, as well as other fund-related matters.

We distinguish ourselves in global markets:

  • We are an integrated global team, of unparalleled quality and service orientation.
  • We learn our clients’ business and the business of their portfolio companies to provide commercially sensitive advice and to add maximum value.
  • We maintain a low associate/partner ratio, ensuring senior lawyer involvement throughout, and delivering a better product at a price that competes favorably with firms that rely on high leverage to support profitability.
  • Our market-leading U.S. capital markets, finance and regulatory practices (including FCPA) give our European, Asian and emerging markets private equity teams an edge that few firms can offer.

Experience

Recent representations include:

  • Aurora Capital Group in its acquisition of National Technical Systems; in its acquisition of the Insurance Solutions Division of Zywave, Inc., a leading provider of insurance software solutions; and in its sale of NuCO2, a provider of bulk carbon dioxide (CO2) products and services to the U.S. fountain beverage industry.
  • Catterton Partners in its acquisition of, and subsequent equity investment in the IPO of, portfolio company Restoration Hardware; in its investment in French crystal company, Baccarat, via capital raise; and in its acquisition and subsequent equity investment in the IPO of Noodles & Company, a restaurant chain.
  • CVC Capital Partners in its acquisition of majority ownership of AlixPartners LLC, a business advisory firm.
  • First Reserve Corporation in its sale of a 20 percent share in portfolio company KrisEnergy Holdings, an upstream oil and gas company, to investment firm Keppel Corporation.
  • Carlyle’s fund in the Middle East, in its disposal of Global Lighting Company, a leading Saudi manufacturer and distributor of lighting products, to Philips; and in its disposal of Medical Parks, a leading Turkish hospital business, in a secondary buyout.
  • Investcorp in its acquisition of Fishnet Security, an information technology security firm, from Lake Capital; in its acquisition of Hydrasun, a provider of fluid control equipment and solutions for the oil and gas industry; and in its acquisition of GL Education Group, a provider of school assessment solutions for primary and secondary schools, from Veronis Suhler Stevenson.
  • Kuwait Investment Authority in its cornerstone investments in the $1.94 billion IPO of Citic Securities International Company, the $22.1 billion IPO of the Agricultural Bank of China and the $17.8 billion IPO of American International Assurance, the Asian unit of American International Group.
  • Littlejohn & Co. LLC in its acquisition of CTI Foods and its sale to Thomas H. Lee Partners and Broad Street; in its acquisition of SunSource from CHS Capital; in its $890 million sale of portfolio company LJVH Holdings (Van Houtte), a provider of gourmet coffee products, to Green Mountain Coffee Roasters; and in its sale of portfolio company Kenan Advantage to Goldman Sachs Capital Partners.
  • Whitney & Co., LLC in connection with its acquisition of TIDI Products from Beecken Petty O’Keefe & Co.; and its acquisition, with the existing management team, of Autosplice, a provider of custom electronic interconnect solutions.

RECENT PUBLICATIONS

Gibson Dunn Strengthens Private Equity and M&A Practices With Four Corporate Partners

-May 17, 2018

5 Factors Driving Private Equity In Asia

-April 23, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

-April 5, 2018

Supreme Court Approves Deferential Review of Bankruptcy-Court Determinations on “Insider” Status

-March 20, 2018

Supreme Court Settles Circuit Split Concerning Bankruptcy Code “Safe Harbor”

-March 5, 2018

To Form an Entity or Not to Form an Entity, That Is the Question; Deciding Between an Entity Joint Venture and a Contractual Strategic Alliance

-March 1, 2018

Compliance Reminders for Private Fund Advisers – 2018

-February 14, 2018

2017 Year-End Activism Update

-January 29, 2018

Recent Developments in UK Public Takeover Regulation – A Brief Summary of Recent Rule Changes and the Landmark Decision in The Panel on Takeovers and Mergers v King

-January 9, 2018

M&A Report – Two Sides to Working Capital Adjustments

-November 13, 2017

An Expert’s View: Current Developments in Commitment Letter Negotiations

-November 10, 2017

10 Considerations When Selling to Private Equity Consortium

-October 27, 2017

Private Equity JVs: Part 1 – DrillCos

-October 2, 2017

Significant Amendments to Form ADV Go into Effect on October 1, 2017

-September 25, 2017

UK Public M&A – UK Public Companies Up for Sale: ‘Strategic Reviews’, ‘Auctions’, ‘Formal Sale Processes’ – Does It Matter? New Guidance

-September 6, 2017

UK Public M&A – “When Is a Final Offer Not Final?” Part 2

-July 20, 2017

UK Public M&A – Learnings from Some Recent Contested Cases Before the UK Takeover Panel

-July 11, 2017

Bidders Beware …? Recent Developments in the UK Public Takeover Market

-July 6, 2017

The Gross-Split Production Sharing Contract: The End of an Era for Indonesia’s Upstream Oil and Gas Industry and Traditional PSC Model

-May 31, 2017

UK Private Fund Limited Partnerships

-May 8, 2017

Private M&A Deal Terms: UK vs. US Market

-May 3, 2017

India – Legal and Regulatory Update (May 2017)

-May 1, 2017

India – Legal and Regulatory Update (January 2017)

-January 19, 2017

M&A Report – 2016 Year-End Activism Update

-January 9, 2017

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

-December 7, 2016

Negotiations Are Not About Wanting It All

-December 4, 2016

Issues and Best Practices in Drafting Drag-Along Provisions

-November 28, 2016

Business Yet to Get a True Fix on Brexit Consequences

-November 22, 2016

UK Public M&A – When Is a “Final Offer” Not Final?

-November 9, 2016

Myanmar’s New Investment Law

-October 27, 2016

China Begins Major Overhaul of its Foreign Investment Regulatory Regime

-October 10, 2016

Keep a Lookout for the Activist Shareholder

-October 6, 2016

India – Quarterly Legal and Regulatory Update (October 2016)

-October 3, 2016

Co-Investment: Maintaining the Right Access

-September 1, 2016

Making a Strong Case to be Investor-Friendly

-July 15, 2016

Indian Government Amends Foreign Direct Investment Policy (July 2016)

-July 1, 2016

Middle East Financial Services Hub – A Snapshot of the DIFC Landscape

-June 6, 2016

Indonesia Update: New Negative Investment List

-June 6, 2016

Disintermediation of Private Equity

-June 1, 2016

Middle East Private Equity – Franchise Business Targets: Out With The New; In With The Old

-May 31, 2016

India – Legal and Regulatory Update

-May 18, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

-March 31, 2016

The People with Significant Control Register: What You Need to Know About the New UK Regime and Steps to Take Now

-March 30, 2016

2015 Year-End French Law Update

-February 24, 2016

Middle East Private Equity – How Is It Different?

-February 23, 2016

Private Equity Participation in the Asian Oil & Gas Industry

-January 26, 2016

President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules

-December 29, 2015

H2 2015 – Six Areas of Focus for European Private Equity Firms

-December 10, 2015

Indian Government Amends Foreign Direct Investment Policy (December 2015)

-December 8, 2015

Amendment to France-Luxembourg Tax Treaty Will Not Tax the Sale of Companies Owning French Real Estate Before 2017

-November 23, 2015

M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations

-November 20, 2015

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

-November 12, 2015

Ownership and Control of Indian Insurance Companies with Foreign Investment

-October 22, 2015

Legal Developments in India – 2015 Nine-Month Update

-October 21, 2015

UK Public M&A – Navigating the UK Takeover Regime – Early Stage Considerations & Guidance for International Bidders

-October 20, 2015

Drilling Into New Ground

-October 1, 2015

Bilateral and Multilateral Investments Treaties: What All Dealmakers Need to Know

-September 25, 2015

The Heat is on: Update on Shareholder Activism in Germany

-September 3, 2015

Stapled Considerations

-September 2, 2015

FinCEN Proposes Regulations That Would Require AML Programs and Suspicious Activity Reporting for SEC Registered Investment Advisers

-September 1, 2015

M&A Report – 2015 Mid-Year Activism Update

-August 10, 2015

The Saga Continues: The Northern District of Texas Weighs in on Price Impact Test for Class Certification Post-Halliburton II

-July 29, 2015

French Financial Markets Authority Position-Recommendation on the Disposal and Acquisition of Major Assets by French-Listed Issuers

-July 29, 2015

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

-July 28, 2015

2015 Mid-Year Securities Litigation Update

-July 14, 2015

2015 Mid-Year Securities Enforcement Update

-July 13, 2015

Potential Impacts for EB-5 Investments in the Real Estate Sector as September 30 Deadline for Reauthorization Approaches

-June 17, 2015

SEC Proposes Significant Changes to Reporting Obligations for Investment Advisers

-May 27, 2015

Indian Government Amends Foreign Direct Investment Policy for 2015

-May 15, 2015

MPM Silicones, LLC – The Dawn of a New Golden Age for Debtors?

-May 14, 2015

Delaware Court of Chancery Decision Rejecting Continuous Insolvency Requirement for Creditor Derivative Claims Summarizes Current Law on Derivative Standing for Creditors

-May 11, 2015

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

-April 22, 2015

The U.S. Consumer Financial Protection Bureau and the Payday Lending Industry

-April 22, 2015

Germany’s New Hammer to Glass Ceilings

-April 15, 2015

New UAE Companies Law: 10 Things You Need to Know

-April 7, 2015

U.S. Supreme Court Issues Long-Awaited Decision in Omnicare, Resolving Circuit Split Regarding Opinion Statement Liability under Section 11 of Securities Act of 1933

-March 25, 2015

M&A Report – Freeing Trapped Cash in Cross-Border Deals

-March 16, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

Venezuela’s Currency Regulations May Violate Investment Treaty Protections

-February 25, 2015

M&A Report – Governance Issues in Spin-Off Transactions

-February 5, 2015

SEC Permits Five Business Day Issuer Tender Offers for Non-Convertible Debt including Non-Investment Grade Debt

-February 3, 2015

M&A Report – 2014 Activism Update

-January 30, 2015

2014 Year-End French Law Update

-January 23, 2015

China Plans Major Overhaul of Its Foreign Investment Regulatory Regime

-January 23, 2015

Creating a Clear Circuit Split, the Second Circuit Holds That Failure to Disclose Known Trends or Uncertainties Under Item 303 of Regulation S-K Creates Liability Under Section 10(b)

-January 22, 2015

Recent UK Takeover Rule Changes:  To Undertake or Intend — Mind the Difference!

-January 21, 2015

2014 Year-End Securities Enforcement Update

-January 12, 2015

2014 Year-End German Law Update

-January 9, 2015

Completion Accounts: Good for Private Equity Buyers?

-December 15, 2014

MENA private equity sees new dawn on littered landscape

-December 5, 2014

More Board Seats, More Problems

-November 5, 2014

Recent Court Decision Upholds Los Angeles County Assessor’s New Interpretation of Documentary Transfer Tax Act

-October 30, 2014

Protecting Your Investments in Emerging Markets

-October 6, 2014

SEC Enforcement Actions Over Stock Transaction Reporting Obligations Offer Reminders for Public Companies and Their Insiders

-September 11, 2014

Renegotiation of the France and Luxembourg Tax Treaty: Taxation of Real Estate Capital Gains Now Expanded by Way of a September 5, 2014 Amendment to the Treaty

-September 8, 2014

Renégociation De La Convention Fiscale France Luxembourg : Par Un 4ème Avenant, La France Se Voit Attribuer Le Droit D’imposer Les Plus-Values De Cession De Titres De Sociétés A Prépondérance Immobilière Détenant Des Immeubles En France

-September 8, 2014

2014 Mid-Year French Law Update

-July 22, 2014

Indian Government Amends Pricing Guidelines

-July 21, 2014

2014 Mid-Year Securities Litigation Update

-July 15, 2014