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Overview

Calfee’s Private Equity team takes a committed, strategic approach to each of its clients and is dedicated to supporting their business goals.

Our attorneys represent sponsors, investors and portfolio companies at each stage of the private equity process. We have focused on transactional work for clients within this arena for more than 100 years, and over the past decade we have helped clients invest and realize billions of dollars.

With more than 30 private equity professionals – comprised of corporate, securities, tax and employee benefits attorneys – we are dedicated to getting the deal done while remaining responsive, creative and efficient in negotiating and closing transactions for our clients.

Noteworthy

Chambers USA Band 2 Ranking in Corporate/M&A (Ohio)

For more than a decade, Calfee has been ranked for Corporate/M&A in Ohio by Chambers USA; most recently, Calfee was ranked in Band 2. Chambers USA 2020 commentators note that, "The practical nature of the firm is what makes them special. They are experienced and knowledgeable enough to interact with larger firms, but they are more effective because they are responsive and focus on the most important issues."

Chambers USA 2020 further stated that Calfee "draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters, acting on behalf of public and private businesses and financial institutions. Areas of excellence include M&A, securities offerings and private equity and venture capital fund formation. [They also offer] notable capital markets expertise, with particular strengths in acting for underwriters."

Chambers USA 2020 researchers report that a client stated, "They're practical and responsive, coupled with great experience and deep expertise." Another source noted, "Our overall experience has been outstanding. We have found that Calfee is capable of handling highly sophisticated work at reasonable rates."

Calfee Firm Chairman Douglas A. Neary was ranked in Chambers USA 2020, Band 2 in Corporate/M&A. Chambers commentators noted, "Douglas Neary combines his position as the firm's chairman with an active corporate practice, where he advises a range of private and publicly held businesses on M&A, financing matters and wider advisory issues. One client says, 'He is very insightful, smart and personable and has become a trusted adviser to me.'"

Firm Administrative Partner, Arthur C. Hall III was ranked in Chambers USA 2020, Band 3. "The 'superb' Arthur Hall wins praise for his 'expert but practical advice," with clients also citing his 'extensive knowledge in federal securities law' as a key strength. He is particularly well versed in advising public companies and investors on financing issues and corporate governance matters."

Calfee's Senior Chairman, Thomas F. McKee, was ranked as a Senior Statesperson in Chambers USA 2020. "Thomas McKee is considered a trusted adviser to corporate clients on transactional and governance-related issues, most notably on capital markets work."

Partner John J. Jenkins was ranked in Chambers USA 2020 Band 2. "The 'very well-regarded' John Jenkins has attained a 'great reputation' for his corporate law practice according to commentators, with clients describing him as a 'very responsive, pragmatic and technical expert.' He focuses on advising on capital markets matters and M&A, acting for a broad range of businesses, issuers and underwriters."

Terrence F. Doyle, Partner, was ranked in Band 4 in Chambers USA 2020. "Terry Doyle is held in particularly high regard for his abilities in advising private equity investors on transactional matters, alongside broader corporate work for portfolio companies. Sources commend his 'excellent corporate practice' and report that 'he is skillful and has a broad range of knowledge.'"

Jennifer L. Vergilii, Partner and Corporate and Finance practice Co-Chair, was ranked in Band 4 in Chambers USA 2020. "Clients cite her 'practical and responsive' demeanor as a key asset in corporate work and regularly call upon her to handle a broad array of M&A and capital markets transactions. One source adds: 'She got us out of a good number of tight spots and get the deal over the line. She was very hardworking and available at any time of the day.'"

Chambers USA, Band 2 Ranking in Banking & Finance (Ohio)

For more than a decade, Calfee's Corporate and Finance group has been recognized by Chambers USA in Banking & Finance (Ohio); most recently, the Firm was ranked in Band 2. In 2020, Chambers USA researchers noted that the team is "esteemed for its experience in advising major financial institutions and corporate borrowers across a host of banking and finance-related issues, with particular expertise in the manufacturing and industrials sectors. Areas of significant strength include financing corporate transactions, capital markets work, bankruptcy and workout matters and counseling on regulatory compliance."

Chambers USA researchers further reported that a client commented: "They really do offer a one-stop shop – they could handle the finance work as well as the day-to-day commercial issues. Their expertise is wide and far-reaching; they give us everything we need and more." Another client is quoted as saying, "The firm has surprised me in an extremely positive way, and it competes on a global scale in finance matters."

Karl S. Beus, Chair of the practice, has been ranked in Chambers USA 2020 in Banking & Finance (Band 2), and has been recognized for his "strong knowledge of the law and vast experience in negotiating deals and financing," with sources commenting on his abilities to bring "very complex matters to their practical essence." – Chambers USA 2020

U.S. News – Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2021 "Best Law Firms" rankings by U.S. News – Best Lawyers in the following areas:

  • Banking and Finance Law (National Tier 3, Metropolitan Tier 1 Cleveland)
  • Commercial Finance Law (Metropolitan Tier 3 Columbus)
  • Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Governance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Law (National Tier 2, Metropolitan Tier 1 Cleveland, Metropolitan Tier 1 Columbus, Metropolitan Tier 2 Cincinnati)
  • Mergers & Acquisitions Law (National Tier 3, Metropolitan Tier 1 Cleveland, Metropolitan Tier 2 Columbus) 
  • Public Finance Law (National Tier 3, Metropolitan Tier 2 Cleveland)
  • Securities/Capital Markets Law (National Tier 3, Metropolitan Tier 1 Cleveland)
  • Securities Regulation (National Tier 2, Metropolitan Tier 1 Cleveland)
  • Tax Law (Metropolitan Tier 1 Cleveland)
  • Venture Capital Law (National Tier 2, Metropolitan Tier 1 Cleveland)

IFLR1000 (United States), Guide to the World's Leading Financial and Corporate Law Firms and Lawyers

Calfee was selected for inclusion in IFLR1000 – Guide to the World's Leading Financial and Corporate Law Firms:

  • Nationally in Banking and Finance as Other Notable – United States and for 2019-2020 in Tier 1 Ohio.
  • In the areas of Capital Markets (Recommended – Ohio) and M&A (Tier 2 – Ohio) from 2019-2020.

Clients responding to the IFLR1000 survey reported the following regarding Calfee's M&A and Capital Markets team:

  • "Calfee solves problems. They have a deep bench with complete understanding of clients' needs. They are focused, hardworking and get the job done. They are competitively priced."
  • "Calfee, Halter & Griswold consistently goes above and beyond on providing sound counsel to our company. They are extremely responsive and even work on the weekends when an acquisition is ready to close. They anticipate our needs and will suggest alternative methods for solving legal issues. We are lucky to have them represent us."
  • "Calfee is a sophisticated law firm with good depth across many practice areas. The lawyers have a strong sense of client service and are responsive to our needs."
  • "Second to none. We have used every major law firm in the market and no one has the depth of expertise and high level of service."
  • "They are excellent. I would recommend them. We have not used them significantly before this past year, and the work we used them for was M&A and IP assistance. They have been an impressive law firm to work with."
  • "Calfee is an excellent law firm. Their lawyers are extremely knowledgeable and pleasant to work with."

IFLR1000 researchers quoted a Calfee client describing Calfee's Banking Group in the following way: "Everything they did seemed a level above all my prior dealings with other law firms."

Professionals

Professionals

Karl S. Beus
Co-Chair, Corporate and Finance
Laura E. Burg
Compliance Operations & Risk Consultant
Gus  Kallergis
Co-Chair, Business Restructuring and Insolvency
Robert A. Miller
Chair, Employee Benefits and Executive Compensation
Todd F. Palmer
Vice Chair, Labor and Employment
Thomas M. Welsh
Co-Chair, Corporate and Finance

Services

Services

The implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has been followed closely by our Private Equity group. The challenges presented by Dodd-Frank affect a range of private equity activity both from the fund formation and investor perspectives, and we are focused on counseling our clients in the new regulatory environment.

Fund Formation

Calfee lawyers have represented sponsors and investors in a wide variety of closed-end and open-end funds, ranging in size from less than $10 million to more than $425 million in committed capital, including buyout, venture capital, mezzanine, special-purpose, and hedge funds, as well as funds-of-funds. We also counsel clients in fund restructurings, including spin-offs of pooled investment vehicles to independent ownership.

Representing sponsors and investors provides us with an in-depth understanding of private equity from a variety of perspectives. In addition, because we frequently continue to represent funds after they have been formed, we are sensitive to the problems that can arise over the life of funds.

Using a team approach, our corporate lawyers work closely with our tax, ERISA and securities lawyers, among others, to structure funds in the most efficient manner from a tax and operational point of view.

Structuring the Deal

Calfee also has extensive experience in structuring the sponsor’s internal management “deal.” This experience allows us to tailor the fund’s internal management to the sponsor’s objectives and to deal in advance with estate planning, control, distribution, separation, co-investing and other issues that may arise over the life of a fund management company.

In addition, we have devoted substantial resources to creating complex, “carried interest” sharing arrangements among the principals and investment professionals of a fund.

Representing Lead Investors

Calfee also represents lead investors in private equity funds, including corporate pension plans, institutional investors and state retirement systems. As a result of these representations, we are poised to address the economic and regulatory issues of a wide range of investors.

Our fund formation work, coupled with our investor representations, allow us to review and analyze a significant number of funds from every perspective, allowing us to provide well-rounded, multi-dimensional advice to our clients.

Making and Exiting Portfolio Investments

Leveraged Buyouts

Calfee has been involved in the leveraged buyout industry for the better part of a century and has been at the forefront of its dramatic expansion. We have formed leveraged buyout funds and closed hundreds of leveraged acquisitions and divestitures. In the process, we have developed tax and corporate transaction structures and techniques and have obtained an extensive understanding of the market terms and conditions.

Calfee takes a business-oriented approach to leveraged buyouts. Our lawyers must understand the business being acquired and must focus on the client’s economic and operational objectives. Our involvement typically begins at the early stage, advising on critical legal issues and assisting in structuring the proposal in the most efficient manner from a business, tax and risk-allocation perspective (often in a very competitive auction environment). We also focus on our private equity clients’ needs to provide competitive and cost-effective management equity and incentive programs to their portfolio companies, consistent with their accounting objectives.

Our clients also turn to us for our strength in structuring and negotiating the various layers of senior and subordinated debt and equity financing in connection with a leveraged buyout. Typically, when we represent the deal sponsor, we also represent the target or portfolio company in structuring and negotiating the required financing. In transactions where we do not represent the deal sponsor, we frequently represent senior lenders, mezzanine lenders or providers of equity capital and are familiar with the structures and deal terms used to protect their interests.

Venture Capital

Venture capital is another vital area in which Calfee is seasoned and able to add value for clients. We provide a full range of legal services to the VC community and understand the process for negotiating and structuring venture investments. We believe that a close understanding of the economics and business realities of each deal is critical to efficient deal management and effective representation. The balance between obtaining appropriate terms and cultivating quality, long-term relationships with a fund’s portfolio companies is key.

Our intellectual property practice of more than 35 attorneys along with our information technology and health and long-term care practices provide insight into the industries in which venture capital funds typically invest. We understand the potential benefits and risks associated with investing in these areas.

After assisting a venture capital client with its investments, we continue to add value by supporting and advising the fund in its ongoing relationships with its portfolio companies – facilitating the development of exit strategies, negotiating and structuring follow-on investments, and advising on board representation matters.

Representative Clients

Representative Clients

Calfee's Private Equity team has formed funds for a variety of clients, including the following:

  • Align Capital Partners
  • Austin Capital Partners
  • BluePoint Capital Partners
  • Bridge Industries
  • Canal Capital Partners
  • CapitalWorks, LLC
  • Cornerstone Capital
  • Early Stage Partners
  • Evolution Capital Partners
  • Excurro Capital
  • Gates Group Capital Partners
  • Kirtland Capital Partners
  • Linsalata Capital Partners
  • Mavenhill Capital
  • MCM Capital Partners
  • Watervale Equity Partners
  • Western Reserve Partners LLC

News & Events

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Calfee's Corporate and Finance practice "draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters. Areas of excellence include M&A, securities offerings and private equity and venture capital fund formation. They also offer notable capital markets expertise, with particular strengths in acting for underwriters."

Chambers USA 2020

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