Private Equity and Venture Capital

"Outstanding service." "Very responsive with lots of talented people."

– Chambers USA 2012

BakerHostetler’s Private Capital team is known for getting the deal done, cost-effectively and in a timely fashion. Dealmakers, not deal-breakers, we know how to focus on essentials when negotiating transactions.

Drawing on the experience of nearly 200 business attorneys in 14 offices, we quarterback deal teams of colleagues specializing in areas such as taxation, real estate, ERISA, and environmental law, collaborating seamlessly and avoiding "team creep."

Our team represents venture capital and private equity funds, as well as portfolio companies and growth-oriented businesses. We maintain deep, long-term client relationships on both sides of the fence, maneuvering our investment fund clients through the full life cycle of their capital raising, investment and allocation activities, while helping middle market and portfolio companies execute their growth strategies.

We guide our investment fund clients through multiple rounds of investments and portfolio acquisitions, providing counsel for exit strategies, including recapitalizations, IPOs, and private sales. For private and public companies, we serve as acquisition counsel, negotiate strategic partnerships, and assist in management structures and incentive compensation programs, all with a keen eye to liquidity targets.

In our transactional work, our focus on the end game wins us the respect of people on the other side of the table, and our clients appreciate the climate of trust that we seek to foster. We consequently have the opportunity to work with clients through many transactions and phases of their development, as the representative cases below illustrate.

In a fast-changing corporate environment, we help our clients meet new regulatory and tax challenges and, when appropriate, take advantage of innovations in deal structure, such as the use of representation and warranty insurance and the structuring of co-investment transactions with multiple buyers.

Select Experience

  • Represented Blue Point Capital Partners in connection with the sale of its portfolio company, Quality Synthetic Rubber (QSR), to Lexington Precision Corporation, a portfolio company of Industrial Growth Partners. Blue Point invested in QSR in 2006, and we represented QSR throughout several stages of its life cycle including the initial acquisition by Blue Point, a crucial debt restructuring in the wake of the financial crisis, and the add-on acquisition of Quadra, Inc.
  • Represented American Dental Partners, Inc. (ADPI) in its sale to JLL Partners, a New York-based private equity firm, in a going private transaction valued at $398 million. Our representation entailed working with a special committee of the board, in conjunction with its independent legal and financial advisors, to fashion a high-premium transaction in a difficult financing environment that precluded a traditional market check solicitation of bids.
  • Represented Morgenthaler Private Equity, the Boston and Cleveland-based private equity team focused on lower middle-market buyouts, in the sale of portfolio company Phillips & Temro Industries, a manufacturer of heating, cooling, silencing, and emission solutions, to Audax Partners in a PE-to-PE transaction that provided a successful exit for Morgenthaler.
  • Represented minority family and management ownership of Harrington Group, Inc. in connection with its $850 million sale to private equity firms Clayton Dubilier & Rice and GS Capital Partners.
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Professionals

Name Title Office Email
Albert T. Adams Partner Cleveland
John J. Allotta Partner Cleveland
A. Jeremy Atencio Partner Denver
Jeffrey P. Berg Partner Los Angeles
Joseph P. Boeckman Partner Columbus
Barry A. Brust Counsel Los Angeles
Jonathan P. Cramer Partner New York
Jeffrey E. Decker Partner Orlando
Dustin A. Frazier Associate Columbus
Lars H. Fuller Counsel Denver
Thomas S. Gallagher Partner New York
Steven H. Goldberg Partner New York
Matthew D. Graban Partner Cleveland
W. Ashley Hess Partner Cincinnati
Kenneth M.H. Hoff Partner Los Angeles
Randolf W. Katz Partner Costa Mesa
Brandon E. Kepple Counsel Orlando
Parker A. Lee Associate New York
Melissa A. Leonard Partner Cleveland
Bryce D. Linsenmayer Partner Houston
Dominic A. Lloyd Partner Denver
Laurence S. Markowitz Partner New York
Henry P. Montgomery Partner Columbus
Aaron A. O'Brien Associate Cleveland
Matthew Oliver Associate Cleveland
Stephanie A. Osterman Associate Denver
Jorian L. Rose Partner New York
Paul M. Schmidt Partner Washington, D.C.
W. Robert Shearer Partner Houston
Adam R. Skilken Partner Chicago
Christopher J. Stanek Associate Cleveland
Ronald A. Stepanovic Partner Cleveland
Matthew A. Tenerowicz Partner Cleveland
Peter W. Van Euwen III Partner Cleveland
Lyle A. Wallace Counsel Denver
Nathan F. Ware Partner Cleveland
Kenneth C. Wright Partner Orlando
Michael P. Wright Associate Chicago

Experience

"The quality of their work is excellent and they have a depth of experience in all the disciplines I need." – Chambers USA 2013
       
  • Represented Blue Point Capital Partners in connection with the sale of its portfolio company, Quality Synthetic Rubber (QSR), to Lexington Precision Corporation, a portfolio company of Industrial Growth Partners. Blue Point invested in QSR in 2006, and we represented QSR throughout several stages of its life cycle including the initial acquisition by Blue Point, a crucial debt restructuring in the wake of the financial crisis, and the add-on acquisition of Quadra, Inc.
  • Represented American Dental Partners, Inc. (ADPI) in its sale to JLL Partners, a New York-based private equity firm, in a going private transaction valued at $398 million. Our representation entailed working with a special committee of the board, in conjunction with its independent legal and financial advisors, to fashion a high-premium transaction in a difficult financing environment that precluded a traditional market check solicitation of bids.
  • Represented Morgenthaler Private Equity, the Boston and Cleveland-based private equity team focused on lower middle-market buyouts, in the sale of portfolio company Phillips & Temro Industries, a manufacturer of heating, cooling, silencing, and emission solutions, to Audax Partners in a PE-to-PE transaction that provided a successful exit for Morgenthaler.
  • Represented minority family and management ownership of Harrington Group, Inc. in connection with its $850 million sale to private equity firms Clayton Dubilier & Rice and GS Capital Partners.
  • Represented management of Matrix Solutions in its sale to Broadridge for $200 million.
  • Represented Morgenthaler Private Equity in the separate acquisitions of Enginetics Aerospace Corp., Mark Andy, Inc., Intelex, Inc., MPI International and Skill Tool & Die, RotoMetrics, and Harbor Technologies.
  • Represented TransDigm Group, Inc. (majority controlled by Warburg Pincus) in its acquisition of McKechnie Aerospace Holdings, Inc., a privately owned supplier of aerospace products controlled by JLL Partners, for $1.265 billion.
  • Represented the management team of Aleris International, Inc. in its $3.3 billion sale to Texas Pacific Group.
  • Represented Boykin Lodging Company in its $412 million sale to Braveheart Holdings LLP.
  • Represented Fosbel Holdings, Ltd. in its $111 million sale to American Capital Strategies, Ltd.
  • Represented Blue Point Capital Partners in acquiring CSM Industries, a world leader in the production of powders and fabricated products made from molybdenum and tungsten, its acquisition of Mork Process, Inc., its acquisition of Quality Synthetic Rubbers and its acquisition of JTM Foods, LLC.
  • Represented Viridian Investment Partners LP in the acquisition of MyWedding.com LLC, one of the country’s largest online wedding vendor advertising platforms.
  • Represented the management of Borden Chemical in its $650 million sale by KKR to Apollo Management, advising them on replacement and termination of equity participation and other executive compensation arrangements.
  • Represented the management team in the $578 million cash sale of Interval International, a portfolio company of a major Chicago-based private equity investment firm and a leading global company in the timeshare industry, to USA Interactive.
  • Represented The Townsend Group in its majority interest sale to Aligned Asset Managers, LLC, a portfolio company of leading private equity firm GTCR.
  • Represented Blue Point Capital Partners in connection with the sale of its portfolio company, Quality Synthetic Rubber, to Lexington Precision Corporation, a portfolio company of Industrial Growth Partners.
  • Represented American Dental Partners, Inc. in its sale to JLL Partners, a New York-based private equity firm, in a going private transaction valued at $398 million.
  • Represented Morgenthaler Private Equity in its sale of portfolio company Phillips & Temro Industries to Audax Partners and in its sale of portfolio company Mark Andy, Inc. to American Industrial Partners.
  • Represented minority family and management ownership of Harrington Group, Inc. in connection with its $850 million sale to private equity firms Clayton Dubilier & Rice and GS Capital Partners.
  • Represented Sarnova, Inc., a portfolio company of Water Street Healthcare Partners and Talisman Capital Partners, in its acquisitions of DXE Medical and Progressive Medical International.
  • Represented Deer Park Road Corporation in connection with the formation of an off-shore master private fund and the formation of on-shore and off-shore feeder funds.

Recognition

"They're great business lawyers and negotiators—I have tremendous confidence in them and in their legal and business acumen."– Chambers USA 2013
  • Chambers USA 2014 ranks BakerHostetler’s Corporate/M&A and Private Equity practice as being among the top practices in Florida.
  • Chambers USA 2014 ranks 36 BakerHostetler lawyers in various business-related practice areas.
  • Forty-four lawyers were selected by their peers for inclusion in The Best Lawyers in America© 2014 in various business-related fields.
    Copyright 2013 by Woodward/White, Inc., of Aiken, SC.
  • Named a top-tier, middle market ($500m or less) mergers and acquisitions firm by the 2013 Legal 500 (2010 to present).
  • Featured as a firm to watch in The Deal magazine.

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