Private Equity

For private equity funds looking to invest in new ventures or for companies seeking infusions of new capital, success is defined by structuring private equity transactions that will achieve business objectives efficiently and effectively.

Chiesa Shahinian & Giantomasi’s Private Equity Group advises both funds and issuers of debt and equity instruments on fund formation, capital raising, acquisitions and dispositions, debt and equity structuring, regulatory considerations and tax implications. We help clients make informed decisions regarding the many aspects of private equity investments and work through the maze of complex issues that can make – or break – a deal.

Our investor and issuer clients include public and private entities whose transactions occur within a variety of industries, including pharmaceutical, biotechnology, manufacturing, financial services and the Internet.

Chiesa Shahinian & Giantomasi’s private equity representations include the following:

  • Sale of a minority interest in a Pennsylvania-based charter school management company to a private equity group for a purchase price of approximately $40 million
  • Formation of a private equity fund to invest in early-stage Internet and technology-based companies, including structuring initial and follow-on investments in portfolio companies
  • Issuance of $53 million of convertible preferred stock and related warrants to private equity funds by a company in the private prison industry in connection with a $100 million acquisition and the redemption of certain junior classes of preferred stock
  • Sale of a privately held pharmaceutical manufacturing and distribution company by the majority shareholders to a private equity group for a purchase price of approximately $20 million plus a post-closing earn-out payment of up to $5 million
  • Sale of a New Jersey-based, privately held pharmaceutical database technology company by the principal stockholder to a private equity group for a purchase price of approximately $15 million plus a post-closing earn-out payment of up to $25 million
  • Investments by a New York City-based venture capital firm in several biotechnology and other companies, including aggregate purchases of approximately $1 million in common stock of a New York City-based telecommunications company; the purchase of $2.5 million in convertible preferred stock of a Massachusetts-based medical device design and manufacturing company in conjunction with an $8 million negotiated placement to various institutional and management investors; and the purchase of $3 million in preferred stock of a California-based medical device and manufacturing company in conjunction with an approximately $7.2 million negotiated placement to various institutional and management investors
  • Sale and issuance of preferred stock resulting from the conversion of $4.5 million in convertible debt and $1.8 million of a second series of preferred stock by a company engaged in the production and sale of a natural juice beverage
  • Issuance of Private Investment in Public Equity (PIPE) investments by a publicly traded outsourcing and supply chain management company
  • Issuance of warrants to a second lien lender, representing 12.5% of issuer’s common stock and seven classes of preferred stock
  • Purchase of three tranches of convertible preferred stock in a target public company by a generic pharmaceutical manufacturing company
  • Sale of a New Jersey-based privately held company engaged in retirement plan enrollment and financial services, employee benefits and financial planning in the 403(b) market to a private equity group. The transaction also involved a parallel $2 million investment commitment by company management and a complex management employment and option compensation package
  • Purchase of convertible debt instruments in early-stage Internet companies by a private equity investor
  • Issuance of approximately $2 million in private equity to an early-stage venture capital fund by company providing fast-breaking healthcare news and medical education via the Internet