Private Equity
The lawyers of Menlo Avocats have deep experience in private equity and have carried out more than 100 such transactions.
Organization of transactions
We support our clients’ transactions in establishing the timetable, drafting and negotiating the letter of intent and the investment agreement, while taking into account business and legal constraints.
Structuring memorandum
We draft a summary memorandum of the transaction covering all relevant legal questions (tax law, labor law and antitrust law) to help clients anticipate issues and make the best choices.
Preliminary audit
Together, we define the scope and the type of any audit expected (complete or limited to certain subjects, summary or detailed). Progressively, we point out structuring items to our clients, favoring direct relationship with management of the target company. We ensure the issuance of a pragmatic and « business oriented » audit report to facilitate the identification of any significant risks and of any improvements to be made.
{Moreover, we can give you methods to facilitate the transfer of documents during the organization of the data room process.}
Securing the investment
We secure your investments by drafting and negotiating asset and liability guarantees, security agreements and enhancing mechanisms (preferred shares, BSA ratchet).
Tailor-made investment tools
We profit from an extensive experience negotiating and drafting the full range of investment instruments (preferred shares, convertible bonds, etc.).
Governance / liquidity management /transfer of shares
To ensure good corporate governance and liquidity, we prepare shareholder agreements and corporate statutes while taking into account the particularities of each situation.
Management incentives / shareholding of the key executives
We design mechanisms for senior executives and other employees’ incentive schemes (warrants for entrepreneurs called “BSPCE”, free shares, share subscription warrants called “BSA”, options, sweat equity, ratchet, company of managers).
We handle all of the following:
• Risk capital (capital innovation)
• Growth capital
• Buyout capital (LBO, MBO, OBO, MBI…)
• Turnaround capital
• Venture loan, bridge loan
Examples of experience:*:
Growth capital and risk capital
• Advisor for 123 Investment Managers (on more than twenty deals) for investments in various fields: in several groups of real estate developers, in the Vedettes de Bréhat (passenger ferries), in Cabanes Nature and Spa (outdoor hotel), Groupe Lou (chain of a dozen restaurants), Mediascool (media and education), Campus Dev (group of private schools), or for the acquisition of a hotel and the establishment of a group of 15 nursing homes.
• Advisor for CM-CIC Capital Privé (on more than 30 operations) for investments in various fields: Pegast (take-out catering group), Newsteo (wireless monitoring), innovative Steamone steamer, Ulysse Transport Group (transport of people with disabilities), Sensiolabs (software), Ruby (high-end headphones), Brand Nation (advertising and marketing agency), IS Telecom, Centrexpert (special machines for Atex areas – co-investment with Kreaxi fund), Finoptim (open chimney insert – co investment with the Kreaxi fund), SmartTraffik (a SAAS company specializing in omnichannel solutions – co-investment with Alliance Entreprendre)
• Advisor of Alliance Entreprendre for investment in a real estate development group and Groupe Zephyr (home-based care for seniors)
LBO / MBO
• Advisor for Alliance Entreprendre, BDR Invest and Invest PME dans le LBO of IPS, B2B specialist group providing fire safety services
• Advisor for Caisse d’Epargne Ile-de-France: MBO of Trialog, a pioneering company in the field of artificial intelligence
• LBO acquisition of a mold manufacturer (aerospace and automotive industry) by a group of investors (€ 25m)
• LBO sale of an automatic distribution company (€ 40m) to an investment fund
• LBO acquisition of a packaging machine manufacturer by an investment fund
Other financing operations
• Venture loan financing of several French companies by an English investment fund
• Bridge loan financing of a French software publisher by a Chinese industrialist