Broad Transactional Experience
Milbank’s Global Private Equity practice represents participants in all aspects of private equity investing throughout North and South America, Europe and Asia. With over 75 lawyers worldwide who specialize in private equity transactions, we combine our corporate and financing expertise to provide clients with sophisticated and commercial legal advice. We have completed private equity transactions in most major industries, both regulated and non-regulated, including airline, energy, financial services, gaming, healthcare, media, pharmaceutical, satellite finance and investment, technology and e-commerce, telecommunications and transportation.
Working with our clients from the earliest stages of a transaction, we assist in structuring, negotiating, executing and financing the full range of private equity transactions, including leveraged and management buyouts, “going-private” transactions, recapitalizations and exit transactions. In our practice, Milbank regularly acts for:
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private equity investors on negotiated acquisitions, public takeovers, buyouts and investments,
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private equity investors, banks, underwriters, mezzanine funds, hedge funds and other finance providers on the financing of LBOs and similar transactions,
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public, private and family‑owned businesses engaging in transactions with private equity investors,
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private equity investors and portfolio companies on recapitalizations, restructurings and exit transactions (including IPOs), and
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boards of directors and management teams in their roles in private equity transactions.
Our Integrated Approach
Milbank’s approach to private equity is to deliver advice and services to our clients in a fully integrated manner. Accordingly, we bring together in a single team our corporate, M&A, financing, tax and transaction structuring lawyers from all relevant geographic locations. This true integration across practice groups and worldwide offices is one of the key factors that distinguish Milbank from our competitors. We pride ourselves on our ability to quickly assemble a superior-quality and cohesive team to represent our clients in private equity transactions anywhere in the world.
Our global private equity team is comprised of leading US, English and German lawyers in each of the key areas of relevant expertise: corporate/M&A; senior, mezzanine and high-yield finance; structured finance; and tax. We also include lawyers from other important practice areas within Milbank, such as equity markets, intellectual property, environmental, employee benefits, executive compensation and regulatory. Depending upon the nature and focus of the particular private equity transaction, we will often draw upon the experience of seasoned practitioners in practice areas in which Milbank has a special expertise, such as aircraft finance, energy and utilities, financial restructuring and distressed investments, healthcare and pharmaceutical, media, outsourcing, and satellite finance and investment.
In jurisdictions where we do not have local law capabilities, we handle transactions together with premier local law firms that are highly qualified and with whom we have long-standing, collaborative relationships. We combine our experience in structuring and consummating complex international private equity transactions with their local knowledge and expertise to deliver first rate advice and service. We add value by importing, applying and modifying, in conjunction with the best local advice, the transaction techniques and lessons we have developed and learned globally.
Lean Transaction Teams
Milbank is keenly aware that private equity clients are among the most sophisticated, discriminating and prodigious consumers of legal advice and services. Our approach to these clients and their matters is to assemble lean, highly-focused teams of lawyers composed of very “hands-on” partners who integrate corporate, M&A, financing and tax expertise. While we can assemble large and diverse teams of lawyers for due diligence exercises and similar tasks, we recognize that our most sophisticated clients prefer our utilization of smaller, specialized teams that are deeply involved in all aspects of the transaction.
Key Areas of Private Equity Specialization
Mergers and Acquisitions; Capital Markets
Milbank’s M&A experience in the US, Europe and Asia encompasses the full range of private equity transactions, including LBOs, MBOs, “going-private” transactions, minority investments (including PIPE transactions), divisional spin-offs and section 363 acquisitions out of bankruptcy.
We also regularly advise private equity funds and their portfolio companies in connection with add-on acquisitions and exit transactions, including stock and asset dispositions, sales of control positions, private and public company mergers, securities offerings, recapitalizations and restructurings.
Leveraged Finance
Milbank’s banking and leveraged finance practice is one of the most significant components of our core private equity practice. Milbank’s leveraged finance practice, including high-yield, acquisition finance and mezzanine finance, is widely recognized for its depth and breadth of experience. In addition to representing financial sponsors and strategic investors, we regularly represent senior and mezzanine lenders, underwriters, issuers and borrowers.
Our financing lawyers are distinguished by their experience in covenant negotiations, knowledge of complex subordination and inter-creditor issues and in structuring leveraged buyout transactions with multiple layers of financing.
International Tax
Milbank’s international tax practice is one of the largest and most dynamic tax practices of any major law firm. Our tax lawyers are integral to structuring private equity investments and financing transactions with the aim of enhancing returns for investors and providing maximum flexibility upon a sale or IPO. Our tax lawyers are leaders in the development of innovative financial arrangements that are often critical to our clients’ successes in investments, reorganizations and financings. Milbank’s international, cross-border expertise in the US, Europe and Asia, together with our established relationships with preeminent tax counsel throughout the world, gives our clients the resources to excel in global business and finance.
Public Company Experience; Corporate Governance
Milbank is particularly well qualified to advise on public-to-privates and similar private equity transactions involving public companies. Our private equity team includes some of the most highly regarded practitioners in the complex area of public company transactions, many of whom concentrate primarily on private equity related matters. This is a rare strength especially in the UK and Germany, where it has been uncommon for leading lawyers practicing in the public company/takeover area to be heavily involved in the field of private equity.
Moreover, following the enactment of Sarbanes-Oxley in 2002, Milbank plays a significant role in advising financial sponsors and their portfolio companies in all aspects of corporate governance. This includes advice on director fiduciary duties, independent board committees, development of corporate governance “best practices” policies, disclosure and trading policies, audit, compensation and corporate governance committee charters, internal controls and certifications.
Executive Compensation
Milbank’s executive compensation attorneys are integral in evaluating, structuring and negotiating executive compensation and management-related issues arising in private equity transactions. In addition to evaluating executive compensation plans and “change in control” arrangements that may be triggered in an investment or buyout transaction, we also work with financial sponsors to design and implement appropriate compensation arrangements to attract and retain the very best personnel for the portfolio companies.
Fund Formation
Milbank provides comprehensive services to our private equity clients, including representing clients in forming, structuring and managing private equity funds. Our Fund practice comprises lawyers from our corporate, tax and ERISA groups, which enables us to structure complex investment vehicles, manage partnership taxation and offshore investment requirements and ensure compliance with ERISA, Investment Company Act, Investment Advisers Act and other regulatory matters.
Related Practice Areas
General Corporate
Mergers & Acquisitions
Mergers & Acquisitions and Private Equity – London/Munich Practice
Leveraged Finance
Leveraged Finance and High Yield – London/Frankfurt Practice
Capital Markets
Capital Markets – London/Munich_Practice
Tax
International Tax – London/Munich_Practice
Compensation and Benefits