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Investment Funds

Vinson & Elkins represents a broad range of sponsors and investors in the formation and operation of private investment funds, provides investment advisers with comprehensive regulatory counsel and ongoing compliance support, and advises managers on a wide array of transactional matters spanning a firm’s upper-tier management companies to a fund’s underlying portfolio companies. The Investment Funds team is fully integrated with the firm’s other market-leading practices, working closely with lawyers across our offices worldwide to develop customized terms and innovative structures that meet the evolving business objectives of our clients and address the diverse requirements of their investors.
Fund Formation
Vinson & Elkins represents sponsors, asset managers, and financial institutions throughout the investment life cycle of forming, offering, and operating private investment funds and affiliated vehicles. Our Investment Funds practice counsels a variety of clients from emerging and first-time fund managers to global institutional asset management firms and advises their private investment funds across the spectrum of investment strategies, leveraging the firm’s deep industry knowledge in the energy, infrastructure, private equity, real estate, credit, and venture capital sectors. We have significant experience assisting fund managers with individualized tax and regulatory structuring, as well as bespoke economic and governance arrangements, including through the organization of parallel and feeder funds, alternative investment vehicles, separately managed accounts, and co-investment programs.
Fund Regulatory
Vinson & Elkins provides investment advisers with tailored regulatory guidance on their registration with the SEC and supports their ongoing compliance with applicable securities laws and regulations, including SEC examinations and investigations. Our Investment Funds team helps fund managers navigate regulatory developments and enforcement issues, offering commercial solutions for implementing compliance policies and procedures, preparing regulatory filings and investor reports, drafting and distributing marketing materials, and negotiating banking, brokerage, exchange, placement agent, administration, and other counterparty relationships. We regularly advise our clients with respect to substantive matters under the Investment Advisers Act, Investment Company Act, Securities Act, and related federal and state laws, drawing on the firm’s extensive insights into industry best practices and the practical application of relevant rules and regulations.
Fund Transactions
Vinson & Elkins advises asset managers and their principals in connection with complex business transactions encompassing all levels of a firm’s management company and general partner entities, private investment funds and affiliated vehicles, and portfolio companies and investments. We provide fund sponsors with strategic guidance on a variety of liquidity solutions for private fund and portfolio company interests, representing parties in GP-led secondaries and continuation vehicles, as well as facilitating cross-fund transactions and LP-interest transfers. In collaboration with the firm’s M&A, tax, finance, and other transactional practices, our Investment Funds team counsels investment advisers on fund manager change-of-control transactions, GP-seed deals and minority-stake sales, joint ventures, organizational restructurings, succession planning, and various other governance and compensation arrangements.
Experience Highlights
EnCap Investments in multiple fund formation matters, including the formation of EnCap Energy Capital Fund XII, focused on upstream oil and gas opportunities, with aggregate capital commitments of approximately $5.2 billion
EnCap Investments in multiple fund formation matters, including the formation of EnCap Energy Transition Funds I and II, focused on energy transition opportunities, with aggregate capital commitments of approximately $2.7 billion
Ridgewood Infrastructure in the formation of several private equity funds, including the formation of Ridgewood Water & Strategic Infrastructure Fund II, focused on essential infrastructure in the US, with aggregate capital commitments of approximately $2 billion
Ridgewood Energy in the formation of several private equity funds, including the formation of Ridgewood Energy Oil & Gas Fund V, a private investment fund focused on deepwater oil and gas opportunities, with aggregate capital commitments of approximately $3.5 billion
Vitol in the formation of multiple private credit funds sponsored by Breakwall Capital that seek structured credit investments in mining and upstream opportunities in the Americas
White Deer Energy in the formation of several private equity funds focused on traditional and new energy sectors with aggregate capital commitments of approximately $3 billion
Quantum Energy Partners in connection with investment fund matters, including the formation of co-investment vehicles and management company matters
Elliott Investment Management in connection with investment fund matters, including fund continuation vehicles and related governance matters
SCF Partners in the formation of several private equity funds, with a focus on investments in the energy service and equipment industry
Basin Funds, a private oil and gas company, in connection with fund formation and general investment management matters
FollettUSA, Inc. and Storage Star Holdings in the formation of a $250 million private REIT fund formed to invest in and manage self-storage properties
Preylock, a real estate investment firm, in connection with private fund matters and general fund structuring
Roots, a real estate management and investment firm, in connection with investments in manufactured housing communities
L2Point, a San Francisco private investment firm focused on growth-stage companies, in the formation of single-asset fund vehicles and fund structuring matters
Brigham Exploration in the formation of a private equity fund focused on non-operated oil and gas investments utilizing specialized structures for tax-exempt investors, as well as fund and general partner structuring matters
Bayswater in the formation of Bayswater Fund IV, L.P., a $350 million fund focused on natural resource investments, including a net profits interest structure for undeveloped acreage
Bluescape Energy Partners in the formation of Bluescape Energy Partners Fund III, a $665 million fund focused on the upstream oil and gas and power industries
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