In light of the current global financial crisis, LPs’ portfolios are in disarray as a result of the distribution drought and the denominator effect. GPs are increasingly concerned that LPs will be unable to honor their commitments and a real risk of default is more of a concern than ever for the private equity industry. Learn from the partners at industry leader O’Melveny & Myers LLP how to navigate the issues surrounding LPs’ unwillingness or inability to pay. Topics will include:

• How GPs should address LPs’ potential defaults
• Relevant provisions in typical limited partnership agreements and side letters: enforcement in the emerging market context
• Implications of an LP default for your fund
• Available remedies and what GPs should consider if they are to exercise default remedies
• Pre-default negotiations and identifying an appropriate course of action

Panelists:

James Ford
Partner, London
James Ford is a partner in the Investment Funds and Securitisation Practice and works from O’Melveny’s London office. James focuses, in particular, on representing both general partners and limited partners in connection with the establishment of investment funds (both listed and unlisted) and on advising on sales of secondary investment portfolios.

James’ experience includes acting on a wide range of portfolio acquisitions for a leading secondaries manager (including spin-out transactions from investment banks and corporate sellers); the formation of a US$1.5 billion single manager fund-of-funds listed on Euronext Amsterdam and of a permanent capital mezzanine fund for a leading US private equity house; the establishment of a series of funds for a global emerging markets manager; the establishment of a number of mid-market funds focused on particular regions within continental Europe; advising major institutional limited partners, including sovereign wealth funds, on all aspects of their investment programmes, including LP fund investments, co-investments and general partner participations; establishment, fundraising and admission to trading on the London markets (main market and AIM) for a number of closed-ended funds; and substantial private equity acquisitions in the chemicals and pharmaceutical sectors.

Phil Isom
Partner, New York
Phillip Isom is a partner in O’Melveny’s New York office and a member of the Investment Funds Practice.

Fund Formation: Phil focuses in matters relating to private investment funds across a broad range of areas and asset classes, including fund formation (US, global and emerging markets), establishing joint venture or subadvisory arrangements, structuring carried interest arrangements and co-investment vehicles for their investment professionals and ongoing fund administration matters. Phil also concentrates in secondary transfers of investment fund interests and reviewing terms set forth in investment fund documentation on behalf of fund of funds, financial institutions, pension funds and high net worth individuals.

Private Equity Transactions: Phil also represents private equity firms (including their portfolio companies) in connection with mergers, leveraged acquisitions, mezzanine and venture capital/growth equity investments, joint venture arrangements, asset and equity dispositions, recapitalization transactions and restructurings.

Emerging Managers: Phil has extensive experience in representing emerging managers (i.e. managers of first/second time private investment funds as well as spinoffs). Phil regularly represents emerging managers in the creation of their firms (including pledge and captive fund arrangements), formation of their investment funds and negotiation of the terms on which capital is committed to their funds by institutional investors.

Phil is recommended by PLC Cross-border Private Equity Handbook 2008/09 for his private investment fund formation practice and his clients include ICV Capital Partners, RLJ Equity Partners, Crossbeam Capital, Integral Urban Fund, and Reliant Equity Investors.

Phil has spoken on panels and at conferences on various matters related to private investment funds, including recent trends in fund formation, market terms for venture capital and M&A transactions and best practices regarding use of outside directors for portfolio companies of private equity funds.

Dean Collins 
Partner, Singapore

Dean Collins is a partner in O'Melveny's Singapore office and a member of the Investment Funds and Securitization Practice.

Dean has been advising on the establishment of private equity funds since 1995, and offers a unique perspective amongst private practice lawyers having spent over six years at Actis, the leading pan-emerging markets private equity firm, first as an in-house lawyer, and more recently as a Director in its highly regarded fundraising team.

While at Actis, Dean's achievements included:

• overseeing the complex spin-out of Actis from CDC Capital Partners (involving the continued management of a portfolio of over 300 legacy investments and the establishment of six new investment funds);
• structuring and negotiating a variety of funds across the private equity, real estate, distressed debt, and infrastructure asset classes, targeting India (and the rest of South Asia), China, South East Asia, Latin America, and Africa; and
• leading on certain key aspects, both legal and commercial, of the successful US$2.9 billion fundraising for Actis Emerging Markets 3.

Prior to Actis, Dean worked for a leading European law firm where he advised innumerable institutions and management teams on their fundraising efforts, as well as acting on investments, exits, fund manager spin-outs, fund management joint ventures and a range of other corporate finance matters, including the structuring and execution of a number of milestone transactions in what was at the time a nascent fund secondaries market. Dean has also worked as a consultant for UBS Capital, Merrill Lynch International, and a number of private equity backed businesses.

John Daghlian
Global Head of Investment Funds and Securitisation, London

John Daghlian is managing partner of O’Melveny & Myers LLP’s London office, and head of the Investment Funds and Securitisation Practice.  John acts on a large range of international and domestic private equity driven transactions, including the establishment of private equity funds, private equity portfolio transactions, management buy-outs, secondary buy-outs, domestic flotations, and M&A. 

John has advised on the establishment of LBO funds, venture capital funds, clean tech and renewable energy funds, emerging market funds, country specific funds including funds for Germany, Hungary, China and India, distressed debt funds and mezzanine funds, amongst others.  He has advised on over 30 public offerings of shares by publicly traded private equity funds.

He has acted on innumerable spin-outs of private equity teams from financial institutions.  He has substantial experience in secondary transactions and led the first European $1 billion secondary deal, and has executed many since.