Orrick’s leading private investment funds group addresses virtually every type of fund, including buyout funds, venture capital funds, mezzanine funds, funds-of-funds, co-investment funds, real estate opportunity funds, hedge funds, exchange funds, and restructuring funds. Our team has consistently been ranked among the most active U.S. law firms in the area of private equity by Private Equity Analyst.

Paramount to our practice is our team’s experience establishing customized funds for investors and sponsors with unique economic and governance terms and conditions to fit specific investment strategies. Our fund lawyers, together with the firm’s regulatory team, M&A team, real estate team, restructuring team, financial services team, tax team and ERISA team, provide advice to private equity and investment funds and institutional investors on leveraged acquisitions, venture capital financings and acquisitions of distressed securities or companies, and in dispositions and related co-investments through sales, public offerings and recapitalizations.

Representation of Investors

We have represented lead investors in private equity funds since 1987 when we assisted the New York State Common Retirement Fund (CRF) in making one of its first “alternative” investments. We currently represent a significant number of the largest and most active investors in a broad range of private investment funds (based on dollar commitments).

Our representation of these clients has included not only analyzing and negotiating fund documentation, but also working on special assignments such as assisting in the launch of their hedge fund programs, forming “captive” funds-of-funds and co-investment funds and structuring the equity component of complex “warehouse” financing facilities. We also represent many of these clients in their direct equity and debt investments. Recent notable engagements include:

• CIGNA Investments, Inc., in connection with its investments in mezzanine funds, buyout funds and co-investments.
• Crédit Suisse Securities (USA) LLC, in connection with investments by its Customized Funds Investment Group (CFIG) on behalf of various captive fund-of-funds that it has formed and manages on behalf of numerous governmental pension plans, as well as the formation of captive and commingled funds managed by CFIG.
• Fondinvest Capital, a French based fund-of-funds in connection with various “secondaries” private equity fund investment transactions.
• Hong Kong Jockey Club with its private equity fund investments.
• Investure in connection with the negotiation of an alternative investment vehicle for JBG Investment Fund VII, L.L.C., a real estate-focused private equity fund targeting investments in the greater Washington, D.C. area.
• Oregon Public Employees Retirement Fund (OPERF), a public plan and one of the most active investors in this asset class, in pooled and customized private equity funds and real estate opportunity funds, as well as the formation of its first captive co-investment fund.
• Swiss National Accident Insurance Fund (SUVA), a public disability plan, regarding its investments in some of the leading private equity funds and hedge funds in Europe and the U.S.
• WAFRA Investment Advisory Group, Inc., with its private equity and mezzanine fund investments.
• Washington State Investment Board (Washington State), a very active public plan investor in private equity, in connection with its private fund investments and secondary market purchases, as well as the formation of its first captive co-investment fund.

Representation of Fund Sponsors

Orrick has developed an impressive global practice representing boutique and institutional private investment fund sponsors. Orrick has extensive experience structuring private investment funds and families of funds, in U.S. and non-U.S. partnerships and limited liability companies, for both sponsors and placement agents. Our practice regularly includes the formation and counseling of hedge funds, private equity funds and funds-of-funds, with various investment objectives and focuses. We are well-versed in the numerous U.S. state and federal laws and regulations regarding the formation and operation of private investment funds, including the Investment Company and Investment Advisers Acts of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933, ERISA and relevant tax laws.

We have formed funds and provided investment fund regulatory advice for a variety of sponsors, both boutique and international, represented many of these sponsors in their investment activities, and assisted fund principals with regulatory, securities, tax and ERISA compliance. A significant number of the funds we have formed have involved debt enhancement features, including funds involving investment by Overseas Private Investment Corporation.

We currently are working on a broad range of funds, including those focused on particular geographic regions and sectors of the economy. Recent select engagements include:

• Alterna Capital Partners, LLC as sponsor of a private equity fund formed to pursue investment opportunities in “core capital assets” and in companies with significant ownership in core capital assets.
• Asia Investments Partners as sponsor of private equity funds focused in Japan.
• Blackrock Realty Advisors, Inc., one of the largest publicly traded investment management firms in the United States, in the formation of its $200 million real estate fund.
• Citigroup Alternative Investments Inc. as the sponsor of hedge funds and other components of its alternative investment program.
• CPC Resources, Inc. as the sponsor of real estate opportunity funds targeting investments in low- and middle-income housing markets and in connection with its investments.
• Crédit Lyonnais S.A. in connection with its formation of private equity mezzanine funds, including MezzAsia Capital, L.P.
• Crédit Suisse as the sponsor of a range of private equity funds, including pooled and customized funds-of-funds.
• LincolnVale as sponsor of a maritime-finance focused commingled fund.
• Matlin Patterson Asset Management, one of the largest distressed asset funds in the world, in connection with its investments.
• McMorgan & Co., a subsidiary of New York Life Insurance Company, as the sponsor of McMorgan Institutional Real Estate Fund I, LLC, a $300 million real estate fund focusing on commercial and residential real estate, equities and mortgage loans throughout the United States.
• Soros Asset Management in connection with its global trading and investment strategies.
• Spring Mountain Capital as sponsor of a private equity co-investment fund.

Hedge Fund Representation

Orrick has a significant practice representing sponsors of global hedge funds as well as alternative pooled investment funds with various hedging investment strategies. Orrick also specializes in “seed” investor arrangements, managed account arrangements, joint venture structures, and other complex investment structures, and in forming hedge funds in virtually every major tax jurisdiction in the world. Orrick lawyers are experts in the numerous non-U.S. and U.S. local, state and federal laws and regulations regarding the formation and operation of hedge funds including the Investment Company Act and Investment Advisers Act of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933, the Commodities Exchange Act, broker dealer rules and regulations, ERISA and relevant global tax laws. Recent select engagements include:

• Plainfield Asset Management in structuring and implementing a “modified Dutch auction,” which afforded investors who otherwise might have wished to redeem their investments in certain Plainfield funds an opportunity to be matched with buyers who would offer immediate liquidity.
• Woori Investment & Securities as the sponsor of two Seoul-based multi-strategy hedge funds.
• Citigroup in the formation of a master-feeder hedge fund structure and related parallel funds. To date, Citigroup has raised more than $100 million for the funds.
• Criterion Capital Management, LLC as the sponsor of a hedge fund focused primarily on emerging growth companies within the technology sector.
• LW Asset Management as sponsor of emerging market hedge funds.
• Passport Capital as sponsor of U.S. and non-U.S. hedge funds.
• Investors, comprising primarily foundations and endowments, in an aggregate investment of $125 million into a $4 billion domestic and offshore hedge fund complex.
• Investors of $1 billion in a captive hedge fund.