Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Sponsors and Investors

This CLE program will review legal developments in co-investments for private equity, investment structures, and key deal terms. The panel will provide insights and perspectives into opportunities and risks for both sponsors and investors.

Co-investment and club structures provide opportunities to address private equity sponsor and LP goals. From the sponsor perspective, a co-investment or club structure can fill a capital need--whether a growth need, acquisition financing, or a rescue need. For more minor sponsors, a co-investment or club structure can create a business opportunity for a sponsor unable to raise sufficient permanent capital.

From an LP or investor standpoint, co-investment opportunities offer the ability to gain additional access to desired investments or opportunities to sit higher in the capital stock of a portfolio company or asset.

The terms of co-investment and club arrangements are typically negotiated on a case-by-case basis depending on factors such as the type and identity of the investor, asset type or portfolio company business, and the intended use of the capital. Key terms include, among others, fees, expenses, anti-dilution, most favored nation, and affiliate transaction provisions.

Notably, counsel must design the co-investment opportunity or club deal to address a variety of often-overlooked, essential regulatory considerations, especially broker-dealer and investment adviser regulation.

Listen as our authoritative panel of practitioners analyzes the opportunities and risks of co-investments and club deals in private equity for both sponsors and investors, how to choose the proper investment structure, how to negotiate key deal terms, and how to navigate the regulatory ramifications of these deals for the investor and the sponsor.