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Legal Services Private Equity Cayman Islands

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Legal ServicesPrivate EquityCayman Islands

ContentsWhy choose Ogier? 3Supporting the full fundlifecycle 4Representative privateequity clients 5A flavor of our experience 7Our locations 8Key contacts 10

Legal Services

Private Equity, Cayman Islands 03

Why choose Ogier?When you intend to dobusiness in the Cayman Islandsyou need legal advice that ison point, fast, and fairly priced.

Ogier in Cayman has been activelyadvising funds clients for over 25years – we know every inch of thelegal terrain and our longstandingpartner team shaped some of it.

Ogier acts for multi-billion dollarsponsors across the spectrum ofprivate equity and closed-endedinvestment structures. The qualityof our client stable reflects theexcellence of our technicalcapability and client service.

With fewer conflicts of interestthan key rival funds firms inCayman, we also have adeveloped LP advisory practice.

All funds – great and smallOur way of working is to leverageour resources quickly to your exactrequirements, cutting throughcomplexity to match tailoredexpertise with competitive fees.The union we offer of skill,attention and pricing is unique inCayman and, in particular, makesus a natural selection for mid-market funds.

Evolving with experienceYou don’t pay for a learning curvewhen you instruct us. Weunderstand the legal issues thatarise in private equity funds - be iton fund formation, subsequentclosings, secondary anddownstream transactions or winddown – and we get straight to it.Our experience in terms of bothvolume and complexity in all fundstructures and their commercialobjectives allows us to take arounded view rather than a ‘makeit fit’ approach.

A unique footprintWe are also the only law firm tooffer advice on BVI, CaymanIslands, Guernsey, Jersey andLuxembourg laws, the latter threejurisdictions used in particularwhere there is a European nexus.With Guernsey and Jersey usedboth as domiciles for GPs and forfunds themselves; Jersey andLuxembourg with a particularlystrong tradition in real estatefunds; and Luxembourg usedextensively in downstreamportfolio company acquisitionsand disposals, we not onlyunderstand the structuringconsiderations driving our clients’decision-making, but are able toadvise and execute cohesivelyacross our network.

Their responses toquestions andsolutions for variousissues are insightfuland accurate.Chambers Global,Cayman Islands,Investment Funds,2018

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Private Equity, Cayman Islands04

Supporting the full fundlifecycleWe provide a one-stop shop forprivate equity houses and theiradvisers and counsel on thefollowing services:

Fund formation and ongoingfund operation, includingregulatory adviceManagement/carried intereststructuresPortfolio company acquisitionsand disposalsSecondary transactionsListings: advice in relation to thelisting of private equityinvestmentsFinance: advice in relation toborrowing by private equity,mezzanine and real estate fundsReal estate: acquisitions anddisposals by real estate fundsDispute resolution: advice inrelation to management andinvestor disputes

AdaptabilityOur Cayman private equity teamforms part of our globalInvestment Funds service linewithout being separated into astand-alone group. In Cayman, wehave eight Investment Fundspartners who do significantvolumes of private equity work inaddition to advising on every typeof hedge fund product and afurther twelve senior InvestmentFunds lawyers who undertakeprivate equity work as a materialpart of their practice. This inter-disciplinary expertise provides aparticular advantage whenadvising on hybrid structures,limited liquidity funds for hedgefund clients, and other closed-ended funds with bespokefeatures.

Ogier are the mostresponsive offshorefirm I have workedwith. They are veryhelpful and wouldalways be my firstchoice.Chambers Global,Asia Pacific,Offshore 2018

Legal Services

Private Equity, Cayman Islands 05

Representative privateequity clientsClients for whom Ogierregularly provides advice onprivate equity and otherclosed-ended funds include:

African Development PartnersAngelo Gordon & CoAresBlackstone Real Estate AsiaBlakeneyCapMan GroupCenterbridge PartnersCMS Asset Management (HK)Coller CapitalEthemba CapitalGapstow Capital PartnersIndex VenturesIntermediate Capital GroupLeonard Green & Partners

Leopard CapitalMetLife, Inc.Morgan Rio CapitalManagementMorgan Stanley Real EstateMid Europa PartnersOrange CapitalPartners CapitalQuadriga CapitalSolus Alternative AssetManagementTourmalet AdvisorsValiance Asset ManagementLimitedWhiz Partners IncX2 Resources

They are a verystrong firm andshowed a dynamicand commercialapproach which wasvery helpful. Theyreally know theirstuff.Chambers Global,Cayman Islands,Investment Funds,2018

Private Equity, Cayman Islands06

Nick RogersPartner, Cayman

Very responsive, practical and provides great client service.Chambers Global, Cayman Islands, Investment Funds, 2018

Legal Services

Private Equity, Cayman Islands 07

A flavor of our experience

Coller International Partners VI,L.P.Advised Coller InvestmentManagement Limited in relation tothe establishment of CollerInternational Partners VI (CIP VI).Coller Capital, the leading globalinvestor in private equitysecondaries, announced the finalclosing of CIP VI withcommitments of $5.5 billion. CIP VIis a Guernsey authorised closed-ended investment scheme,comprised of Guernsey, CaymanIslands and other vehicles, and hasbeen established primarily topursue privately negotiatedinvestments in the secondarymarket worldwide.

Truman Capital Holdings Fund 1,LLCAdvised Truman Capital Holdingson the establishment of a privateequity master-feeder structureinvesting in residential mortgageloans and real estate property. Themaster fund was a Caymanexempted limited partnership andthe feeder fund, a Caymanexempted company. Thetransaction involved significantnegotiations with a strategicinvestor who was entering at themaster fund level and was seekingaggregate capital commitmentsof $750,000,000 by the finalclosing.

Centerbridge Partners, LPActed as counsel to CenterbridgePartners, LP on its acquisition of a40% interest in, and the relatedrecapitalisation of, syncreonIreland B.V. Ogier formed theholding company through whichCenterbridge, GenNx360 CapitalPartners, L.P. and various othervehicles held their interests.syncreon Global Holdings Limitedis a leading global provider ofcustomised supply chain services.

GMEF GP, LLC (Gray GhostFunds)Advised on the establishment oftwo Cayman Islands exemptedlimited partnerships in a privateequity master-feeder structure,another Cayman Islands exemptedlimited partnership to act as theirgeneral partner and a CaymanIslands exempted company to actas investment manager to thefunds. The transaction used allexempted limited partnerships inthe fund structure and involvedmaking private equity investmentsin microfinance institutions withthe objective of achieving bothcapital appreciation and a positivesocial impact.

Caribbean Law Firmof the YearCitywealth IFCAwards 2018

Legal Services

Private Equity, Cayman Islands08

Our locations

British Virgin IslandsRitter HouseWickhams Cay IIPO Box 3170Road Town, TortolaBritish Virgin Islands VG1110T +1 284 852 7300F +1 284 852 7450E [email protected]

Cayman Islands89 Nexus WayCamana BayGrand CaymanCayman Islands KY1-9009T +1 345 949 9876F +1 345 949 9877E [email protected]

GuernseyRedwood HouseSt Julian's AvenueSt Peter PortGuernsey GY1 1WAT +44 1481 721672F+44 1481 721575E [email protected]

Hong Kong11th Floor Central Tower28 Queen's Road CentralCentralHong KongT +852 3656 6000F +852 3656 6001E [email protected]

Jersey44 EsplanadeSt HelierJersey JE4 9WGChannel IslandsT +44 1534 514000F +44 1534 514444E [email protected]

London1st Floor99 BishopsgateLondon EC2M 3XDT +44 203 693 7178F +44 1534 514444E [email protected]

Luxembourg2-4 rue Eugène RuppertPO Box 2078L-1020 LuxembourgT +352 2712 2000F +352 2712 2001E [email protected]

ShanghaiRoom 3671Level 36 Shanghai InternationalFinance Centre Tower IINo. 8 Century AvenuePudong New AreaShanghai 200120ChinaT +86 21 6062 6294E [email protected]

TokyoNisso 23 BuildingSuite 801Toranomon 3-8-25, Minato-kuTokyo 105-0001JapanT +81 3 6430 9500F +81 3 6430 9501E [email protected]

Legal Services

Private Equity, Cayman Islands 09

Legal Services

Private Equity, Cayman Islands10

Key contacts

Cayman Islands

James BergstromPartnerT +1 345 815 1855M +1 345 516 [email protected]

Angus DavisonPartnerT +1 345 815 1788M +1 345 525 [email protected]

Joanne HucklePartnerT +1 345 815 1895M +1 345 326 [email protected]

Bradley KrugerPartnerT +1 345 815 1877M +1 345 516 [email protected]

Nick RogersPartnerT +1 345 815 1844M +1 345 525 [email protected]

Giorgio SubiottoPartnerT +1 345 815 1872M +1 345 516 [email protected]

Justin SavagePartnerT +1 345 815 1816M +1 345 324 [email protected]

Legal Services

Private Equity, Cayman Islands 11

Hong Kong

Kate HodsonPartnerT +852 3656 6049M +852 9199 [email protected]

Nicholas PlowmanPartnerT +852 3656 6014M +852 6390 [email protected]

Tokyo

Skip HashimotoManaging DirectorT +81 3 6402 [email protected]

Legal and CorporateServicesBritish Virgin IslandsCayman IslandsGuernseyHong KongJerseyLondonLuxembourgShanghaiTokyo

Ogier provides practicaladvice on British VirginIslands, Cayman Islands,Guernsey, Jersey andLuxembourg law throughour global network ofoffices. Ours is the only firmto advise on these five laws.We regularly win awards forthe quality of our clientservice, our work and ourpeople. Ogier Global isOgier’s corporateadministration business.Ogier Global (Cayman)Limited and its subsidiariesare regulated by theCayman Islands MonetaryAuthority. Ogier Global(Jersey) Limited and itssubsidiaries are regulatedby the Jersey FinancialServices Commission.Regulatory information canbe found at ogier.com

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