GROWTH FINANCE PRACTICE K&L Gates represents both the providers of private capital and the companies, management teams, and entrepreneurs who utilise private capital to acquire, create, and grow companies. Our venture capital team covers the entire spectrum of transactions in the venture capital market, from formation to investment, to liquidity transactions. With more than 50 corporate partners across the firm devoting all, or a substantial portion, of their time to structuring, negotiating, documenting, and completing the full range of venture capital transactions, both domestic and cross-border, undertaken by our clients, venture capital is an important and growing part of our firm’s practice. We team with our clients to assess and manage risks and to develop practical strategies to achieve client objectives. Our approach is flexible and proactive, and we are dedicated to providing timely advice in an efficient and cost-effective manner. We bring an interdisciplinary approach to our work. We assemble teams as necessary to bring the lawyers with the relevant skills and experience to the transaction, regardless of where those lawyers are based. Because we are a single, focused, global entity, we deliver integrated services across multiple legal disciplines. Our lawyers have years of experience working on transactions covering a broad range of industries. In addition to our legal knowledge, we provide solid business experience and judgment, and we have extensive industry know-how and contacts. The depth of our experience gives us a thorough understanding of current market practices and terms and conditions and allows us to provide value-added service to our clients. Key Areas of Focus Venture Capital and Emerging Growth Companies We advise both high-growth companies and sophisticated sources of capital in executing cutting-edge transactions. We scale our services across the company growth curve from start-up to profitability, to IPOs and public acquisitions, and we scale our services across the globe from local deals to the most complex crossborder transactions. We have deep experience with high-growth and technology-driven ventures, and we have the legal resources that matter in this sector—from transactional IP to nuanced executive compensation to multiparty restructurings and innovative financing rounds. Most importantly, we balance a business-focused perspective with legal experience. We advise and represent some of the world’s most prominent information technology companies on cutting-edge issues, influencing technology and intellectual property law as our clients shape their industries. We also represent many start-up and early stage, emerging growth companies. We work with them from formation, through the various stages of their financing activities, and in their strategic joint venturing, acquisitions and disposals, and liquidity transactions. Some of the world’s leading businesses, including Microsoft, Starbucks, and T-Mobile, have turned to us for assistance and guidance with their most important opportunities and challenges as young companies. The breadth of our practice in this area was recognized by The American Lawyer, which ranked us among the top law firms used most often by “hot growth” medium-sized companies. Our lawyers also represent capital sources, such as hedge funds, business development companies, and other institutional investors, in making leveraged investments in technology-oriented companies, including software developers, ISPs, computer service firms, and a wide variety of other technology-intensive businesses. These investments include senior secured loans, second lien loans and mezzanine debt, and are frequently accompanied by equity kickers or private equity investments. Leveraged Buyouts Our lawyers have experience representing companies (both public and private), merchant banks, strategic investors, venture funds, buyout funds, special Fund Formation opportunity funds, and management teams and their sponsors in leveraged buyouts, management buyouts, and other control transactions. In addition, we are recognized as having a preeminent practice in transactions involving Employee Stock Ownership Plans. debt financings, securities transactions, litigation, corporate governance, real estate and environmental, tax, restructurings, and other matters. K&L Gates has significant experience in the formation of private equity, venture capital, and other investment funds. We have drafted documentation for, and are counsel to, private equity and venture funds, hedge funds, and funds of hedge funds. We have also played a major role in drafting fund documents for a wide variety of specialised funds. We represent buyers, sellers, and financing sources in a broad array of transactions, including acquisitions and dispositions of entire companies and subsidiaries, leveraged buyouts, spin-offs, going-private transactions, recapitalisations, IPOs, strategic acquisitions, and joint ventures. These transactions cover virtually every sector of the economy, including industrial, consumer, wholesale and retail services, travel and leisure, health care, financial services, education, IT, technology, telecommunications, and pharmaceutical and life sciences. Liquidity Transactions We add real value when it comes to exit strategies for investment realisation. Whether advising on a sale or an IPO, we can help our clients to maximize investor return. We are adept at utilising the various structures most commonly used by such funds when structuring management and other fee arrangements, carried interest and clawback provisions, distribution provisions, valuation policies, and similar structuring issues. Our firm’s acquisition finance practice provides our clients with experienced assistance in structuring, negotiating, and closing the financing necessary to complete acquisition transactions. These include bank credit facilities, mezzanine debt or other private debt placements, asset-based financings, and bridge loans and other creative financing structures. Portfolio Company Representation A significant focus of the firm is representing clients in domestic and cross-border merger and acquisition transactions, including advising on the structuring, financing, and successful completion of the full range of acquisitions, divestitures, joint ventures, recapitalisations, and other related transactions. We act as outside counsel to a number of our private equity and venture capital fund clients’ portfolio companies. The broad range of knowledge and experience of lawyers from other areas of specialisation at our firm enables us to provide a full array of legal services to these portfolio company clients. Such advice has involved the implementation of executive compensation and employee incentive arrangements, intellectual property protection and enforcement, real estate, equity and We also have a strong track record advising companies on their IPOs or subsequent offerings, including equities, debt instruments, and hybrid securities. Our issuer engagements include all aspects of corporate planning and restructuring, preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications and requirements in the U.S., European, and Asian capital markets. Learn more about our venture capital practices at klgates.com. Anchorage Austin Fort Worth Frankfurt Orange County Beijing Berlin Harrisburg Palo Alto Paris Boston Hong Kong Perth Brisbane Houston Pittsburgh Brussels London Portland Charleston Los Angeles Raleigh Charlotte Melbourne Research Triangle Park Chicago Miami Dallas Milan San Francisco Doha Newark Dubai New York São Paulo Seattle Seoul Shanghai Singapore Sydney Taipei Tokyo Warsaw Washington, D.C. Wilmington K&L Gates comprises approximately 2,000 lawyers globally who practice in fully integrated offices located on five continents. The firm represents leading multinational corporations, growth and middle-market companies, capital markets participants and entrepreneurs in every major industry group as well as public sector entities, educational institutions, philanthropic organizations and individuals. For more information about K&L Gates or its locations, practices and registrations, visit klgates.com. ©2016 K&L Gates LLP. All Rights Reserved. 15348 This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.