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Private Equity

Taking the learning curve out of the equation.

Our team represents private equity and venture capital investors across all aspects of their investment cycle, from negotiating partnership agreements and structuring funds to undertaking platform acquisitions, restructurings and exit transactions. We also provide comprehensive legal and advisory services to portfolio companies, startups, entrepreneurs and businesses seeking financial investors and buyers.

Our insight into how the deal and regulatory framework varies from one jurisdiction and industry to the next enables us to anticipate and resolve issues early on, control for future risks and help clients make informed investment decisions. We pride ourselves above all on being both deal and difference makers, crafting and efficiently executing each transaction with creativity, care and experienced judgment.

Key Contacts

How We Help Clients

Phase Expertise

Each facet of private equity — be it fundraising, portfolio management or exits — has its own specialized considerations. For this reason, we have team members focusing predominantly on specific phases of the private equity investment cycle. This focus enables us to apply our resources consistently and cost-effectively while keeping our client’s goals squarely in sight.

We help clients strike the right balance between managing risk and getting the deal done, with an eye toward maximizing the value measures our clients care about most: money, time and risk mitigation. Our comprehensive approach and deep industry and business perspective strengthen the services we bring to private equity, which include:


  • Fund structure, terms, negotiation, and documentation
  • Tax structure, credits, and incentives
  • Transaction financing (mezzanine etc.)
  • Regulatory matters

  • Due-diligence and operational risk assessments
  • Immigration review
  • Regulatory counsel for industry-specific targets
  • Employment and equity compensation arrangements
  • Structuring and implementing governance arrangements
  • Merger & Acquisition services (including platform and add-on transactions)

  • Exit strategies
  • IPOs
  • Recapitalizations
  • Spin-offs, leveraged buyouts, carve-outs
  • Sales to financial and strategic buyers

Portfolio Services

Providing value-added governance and outside general counsel services to portfolio companies is another way we support our private equity clients. Whether it’s resolving employment and compensation issues, establishing governance best practices between private equity sponsors and their portfolio company boards, or laying the groundwork to maximize the value of the investment, we offer the same high-level insight and attentiveness.

Our Midwestern cost structure and values make us an attractive choice for clients looking to manage expenses and maximize returns — all while working with attorneys who have the local market knowledge to help them identify multiple paths to value creation.

Representing Sellers

Our private equity team also works with founders and entrepreneurs in connection with selling their businesses to private equity firms. Company owners who are considering a sale find our depth of private equity experience valuable in making strategic decisions and navigating the process. We help ensure that their legal compliance and risk management track records are assets during the sales process.

Middle-Market Focus

While our attorneys have handled billion-dollar deals in specialized industries like oil and gas and automotive, our focus is assisting clients in the lower-middle and middle markets. We’ve emerged as a go-to firm for clients operating in this space because of our ability to bring top-market terms and methods to middle-market deals. And, with offices throughout the middle of the U.S., we are well-positioned to help private equity funds target, vet and acquire businesses within and outside our footprint.

Cross-Industry Strength

Our private equity team is more than 50-strong, including several attorneys who, in addition to subject-area knowledge, bring a wealth of industry-specific experience in the automotive, tech, health care, manufacturing, oil and gas, logistics and franchising sectors. This background gives clients an uncommon advantage in understanding how the deal and regulatory framework varies by market. We have the resources to conduct quick-turnaround due-diligence and operational risk assessments in order to help clients evaluate industry-specific risks and make informed investment decisions.



Value Creation

Our proficiency in the middle market, combined with our nuanced understanding of private equity, enable us to efficiently help our private equity clients achieve their deal sourcing, planning and post-acquisition goals. While our primary goal is to usher each deal from start to finish line, we recognize that some deals inevitably wash out, and so we approach “broken deals” in creative ways that underscore our commitment to forging productive, long-term relationships with our private equity clients.

White Papers

Private Equity Industry Blog

Featuring the latest news and views from the forefront of the Private Equity and Venture Capital spaces, with a particular focus on middle-market trends.


Fund Formation & Management

Combining local market knowledge with world-class problem solving.

Whether helping a first-time sponsor translate a novel investment thesis into a workable fund structure, or providing compliance advice to an established advisor managing multiple funds, our multidisciplinary team regularly advises both established funds seeking ongoing regulatory counsel and early-stage funds raising capital for the first time. Our attorneys have recent practical experience advising promoters on navigating the overlapping and evolving regulatory regimes applicable to new asset classes like cryptocurrency and opportunity zones. We also work closely with more traditional funds seeking returns from early-stage venture capital investments or innovative public market strategies.

In addition to providing continuing counsel on the myriad of regulations applicable to fund managers, we advise on portfolio development and exit strategies. We leverage the firm’s industry-focused resources and experience in critical sectors such as health care, manufacturing, franchise and hospitality, energy, and technology to assist PE funds in efficiently and creatively executing portfolio transactions. Our fund formation team, working from offices throughout the FBT’s growing footprint, combines regional market know-how with a national focus on trends and regulatory developments shaping the private equity industry.

Acquisitions & Divestitures

There’s an art to private equity deals — we call it adding value. 

Our deal team members offer decades of experience creating value for sponsors, management teams and owners through successfully directing merger, acquisition, and divestiture transactions, as well as joint ventures and strategic business combinations of all sizes. Whether on the buy or sell side, we help clients quickly identify risks and appropriately tailor strategies to close deals on the right terms and in the most seamless manner possible.

Our attorneys are consistently recognized as leading practitioners in the areas of corporate finance, tax, intellectual property, securities, ERISA, and environmental law. We regularly represent and negotiate with the most experienced deal makers and first timers, drawing on our broad-based industry experience and technical sophistication to meet client needs at the highest level of quality, responsiveness and attention to overall transaction expenses.

If creative, business-minded solutions at competitive middle American rates matter to you, then you can count on our deal team to deliver. Your deal matters to Frost Brown Todd.

Business Lifecycle Planning

We invest time to learn where you are, to get you where you want to be. 

Our team works with privately held and family business owners at every stage of the business lifecycle, from formation to succession or exit. At inception, we advise on entity formation and capital structure. For ongoing concerns, we help with governance best practices, business plans and the evaluation of key decisions designed to assist in minimizing risk and enhancing value. This includes assisting with equity incentive plans and debt and equity private offerings.

When a business owner determines it is time to consider a transition, we work to identify various options for succession or exit, and determine which form of transition will best suit our client’s overall goals. Our diverse team regularly assists with transferring ownership to the next generation, management buy-outs, and selling companies to financial and strategic buyers.

Venture Capital

Practicing at the intersection of business innovation and law.

Our venture capital team represents emerging technology, tech-enabled and life science companies from concept to exit. We assist founders with formation, capital raising, building the team, and commercializing and protecting intellectual property assets. We invest time to understand each client’s business in order to provide better legal solutions tailored to the company’s stage, strategy and environment. We also remain committed to staying abreast of current trends and future industry developments.

Our team is consistently recognized for delivering excellent client service, being uber-responsive, digging deep and finding answers quickly—not just during periods of stability, but in times of uncertainty and disruption as well. By leveraging the insights gleaned from our experience across a wide range of industries, we help ensure our clients close financings on competitive terms with clear sight of the implications of raising capital for the company and its stakeholders along the entire journey.

Real Estate Funds

Reliable, creative counsel from inception to exit and everywhere in between. 

There is more interest than ever in private real estate funds. It has never been more important to make sure you have the right legal counsel to guide you through the fund process. Frost Brown Todd’s real estate funds team can assist at every stage of a fund’s life cycle, from fund formation and fund marketing to the deployment of capital and winding up of assets.

Our real estate funds team takes its decades of experience in real estate, tax and securities transactions and tailors the fund to your needs, creating a framework for growth for new sponsors, or helping experienced sponsors execute on their existing platforms.

Our experience includes representation of a variety of different funds – from opportunistic funds to funds investing in specific sectors. In each representation, at every step of the way, your investment goals are paramount, and we pride ourselves on being the type of team that can help you execute on those goals, reliably, creatively and efficiently.