Small Business Investment Companies (SBICs) serve a vital role in today’s economy by providing essential equity and loan financing to both new and established American small businesses. The federal SBIC program significantly enhances an SBIC's ability to provide this financing and helps to provide SBICs with a competitive advantage against other types of small business lenders by opening access to additional types of limited partners and providing leverage against a fund’s private capital.
In order to take advantage of the many opportunities available to SBICs, fund managers must navigate a complicated regulatory landscape during all stages of an SBIC fund’s life, from formation of the fund to applying for its SBIC license to making portfolio investments to winding down the fund and surrendering its SBIC license. Care must be taken at all of these stages to comply with SBIC regulations in order to maintain good standing and avoid legal complications.
Locke Lord lawyers have extensive experience working with SBICs in all stages of a fund’s life. Working closely with our corporate, securities, tax, restructuring and insolvency, employment and other practice areas, we provide counsel to clients in the following areas:
- Transactions, including equity investments and debt financings
- Fund formation, including licensing and regulatory advisory services
- Limited partner investments in SBIC funds
- Distressed transactions, workouts, and dispute resolution
Our experience working with SBICs, the U.S. Small Business Administration (SBA) and the Small Business Investor Alliance (SBIA) and our skills at offering innovative business solutions help to ensure that Locke Lord’s representation of SBIC funds will be managed in an efficient and cost-effective manner.
Members of the Locke Lord SBIC practice group frequently work with SBICs to structure, negotiate and document all types of transactions to execute a fund’s investment strategies and deploy its capital, including control acquisitions, minority equity investments, senior debt financings, mezzanine debt financings and “debtquity” investments. A key element of Locke Lord’s work with SBICs is structuring and documenting the transaction in a manner so as to meet all of the requirements of SBIC regulations and compliance obligations.
Locke Lord assists SBIC funds with other types of transactions as well, including (1) representing funds with secondary sales of its portfolio and (2) working with funds to structure and negotiate the fund’s line of credit with outside lenders.
Locke Lord’s SBIC team consists of skilled lawyers from Locke Lord’s transactional practice groups, including Debt Finance, Mergers and Acquisitions, Private Equity and Venture Capital, and Start-up Companies.
Fund Formation, Including Licensing and Regulatory Advisory Services
With our experienced Fund Formation team, Locke Lord regularly counsels clients on fund formation, fund administration, regulatory compliance (including securities law compliance and investment adviser issues), and all related issues. In addition to regulatory issues affecting all private funds, Locke Lord helps SBIC funds to navigate regulatory requirements applicable to SBICs.
Our lawyers assist fund managers in the SBIC licensing process, including helping to “pre-screen” funds to determine whether they are a fit for the SBIC program, preparing the license application documents, guiding a fund through the licensing process, assisting with a fund’s business plan, and working with the SBA to process and approve the application.
Limited Partner Investments
In addition to our representation of fund sponsors, Locke Lord is frequently called upon by investors to represent them in connection with limited partner investments in SBIC funds. As a result of Locke Lord’s experience with SBICs and the SBIC regulatory environment, our SBIC team is well positioned to help limited partner investors have a greater understanding of SBIC-specific terms and recent market terms and trends, enabling limited partner investors to close their investments in SBIC funds efficiently.
Distressed Transactions, Workouts and Dispute Resolution
Locke Lord’s SBIC team includes members of our skilled Bankruptcy, Restructuring & Insolvency and Business Litigation & Dispute Resolution groups. Over the years, we have developed significant experience helping SBIC funds to find creative solutions to distressed situations of all types, including distressed acquisitions and dispositions, restructurings, workouts, insolvencies, and disputes among stakeholders.
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