- Structuring the fund and related investment vehicles
- Developing the internal governance structure and economics of the fund sponsor team
- Drafting and negotiating governance documents
- Preparing offering materials, including private placement memoranda and subscription documentation
- Negotiating with anchor and strategic investors
- Federal and state compliance with securities and other related laws, as well as registration for investment advisors
- Regulatory compliance and filings
- Preparing and reviewing various agreements with outside providers
- Guiding fund management and other operational decisions
Investment Funds
The Investment Funds Team at Bass, Berry & Sims is experienced in counseling a wide range of private equity funds and other investment vehicles, and has an extensive background working with Small Business Investment Company (SBIC) funds, Rural Business Investment Company (RBIC) funds, independent sponsors, and first time fund managers. We routinely represent lower middle-market sponsors across all aspects of an investment fund's life cycle – from formation, fundraising and capitalization, through the fund's investment period and related operations to, ultimately, the fund's dissolution and wind down. We also regularly work with the fund's principals to establish the general partner and investment manager entities and assist them with the related tax planning and governance issues.
As one of few practices nationwide representing both SBIC and RBIC funds, the team counsels these funds throughout the licensing process and in post-licensing regulatory and compliance matters. We are experienced in counseling these private investment funds when making investments in qualifying small and rural businesses in compliance with the rules and regulations of the federal agencies that administer these programs: the Small Business Administration (SBA) and the U.S. Department of Agriculture (USDA), respectively. Bass, Berry & Sims is also a sponsor for the Small Business Investor Alliance (SBIA), an association of senior investment professionals focused on the lower middle-market and advocacy for policies promoting domestic investment in small businesses.
Additionally, the team regularly counsels family offices, endowments, pension funds, insurance companies and other institutional investors that serve as anchor investors in blind pool funds, provide capital to support independent sponsors, or make co-investments along with financial sponsors. Relatedly, the team has an active secondaries practice, working with institutional investors that provide liquidity, additional capital and a longer investment term for existing investments in a sponsor's portfolio.
Finally, the team works with independent sponsors to raise capital and structure the investment documents in support of the independent sponsor’s investments.
Bass, Berry & Sims' Investment Fund Practice Group counsels clients in:
Experience
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We served as fund formation counsel for the formation, capitalization, closing and operation of Brown Robin Partners’ current fund.
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We represented Groups360, a leading platform for booking group travel, in its $35,000,000 investment from Zigg Capital, Blackstone Innovations Investments,...
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We served as fund formation counsel for the formation, capitalization, closing and operation of Frist Cressey Ventures’ current fund.
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We served as fund formation counsel for the formation, capitalization, closing and operation of Nashville Capital Network’s current fund.
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We served as fund formation counsel for the formation, capitalization, closing and operation of Resolute Capital Partners’ current fund. We...
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We represented a large private equity owned REIT and certain of its affiliates in connection with a $172,000,000 subscription and...
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We served as fund formation counsel for the formation, capitalization, closing and operation of River Cities Capital’s current fund.
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We served as fund formation counsel for the formation, capitalization, closing and operation of Tecum Capital Partners’ current fund. We...
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We represented Tecum Capital, a middle market Pittsburg-based private equity firm, in its co-investment equity raise in support of an...
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We represented XMI Capital in forming XMi High Growth & Opportunity Fund LP, which is a growth-equity fund formed to...
