VENTURE CAPITAL AND PRIVATE EQUITY: DESCRIPTION

Practice Profile

MLA is a leading provider of legal services to Private Equity, Venture Capital and Hedge Funds. We represent these funds in all aspects of their businesses, including fund formation, growth equity, leveraged and management buyouts, leveraged recapitalizations and divestitures. Our transactional services in this practice area cover the full spectrum of corporate finance including asset and cash flow-based senior debt, mezzanine and warrant financings, management buy-outs, leveraged buyouts, public offerings, mergers and acquisitions and corporate spin-offs.

MLA's client base includes venture capital firms whose collective equity investments entail early, middle and late stage rounds. Our private equity clients typically focus on control acquisitions and involve acquisition targets that are privately-held middle market businesses. Our hedge fund clients provide a variety of capital solutions in both growth and distressed situations.

Interdisciplinary Practice Group/Private Equity Experience

Our private equity team is led by a senior team of corporate finance and acquisition specialists who work closely with our tax, employee benefits, environmental, litigation, intellectual property and other specialists to bring specialized knowledge and talents together to address particular challenges and opportunities.

We have assembled a focused team of attorneys to grow our private equity business. This team includes Michael Cochran who, prior to returning to the practice of law, ran two Atlanta-based private equity funds, and was involved in all aspects of those fund's business activities. This team also includes David Ivey and Ed Sims, who presently serve on Advisory boards of private equity funds.

Relationship Value

We bring value to our private equity clients through our existing relationships with corporate and family business owners, deal intermediaries and sources of capital. We distinguish ourselves in the marketplace by focusing on the business and legal needs of our clients, who appreciate our efforts to bring multiple resources to solve business needs for capital, deal flow and portfolio opportunities. MLA's national presence provides opportunities and relationships in multiple regional markets.

Fund Formation

MLA represents funds in formation by assisting them in the development of their fund structure, offering documents, organizational documents, services agreements and general and limited partner agreements. Representative matters include:

• We represented Williams Realty Fund I, LLC in connection with its recent formation. Williams invests in a mix of real estate development projects and investments across multiple property sub-types and markets.
• We represented the general partner of AMV Partners I, L.P. in connection with AMV's recent formation. AMV provides venture capital primarily in the medical device industry principally through its affiliation with The Innovation Factory.

Investments

MLA represents private equity, venture capital and hedge fund clients in all phases of their investment activities. Recent transactions include:

• We represented Valor Equity Partners in its acquisitions of Plastag Holdings, Sizzling Platter, Tewa Mouldings, Cherry Creek Tree Farms and Astral Brands.
• We represented Sextant Corporate Finance in connection with its financing of GenuTec Marketing and its affiliates.
• We represented AMV Partners in connection with its investment in AcuFocus.

MLA also represents management teams and companies in transactions involving private equity investments. Our experience in representing financial investors assist management teams in bridging issues that arise in the context of these transactions. Recent transactions include:

• We represented American Pacific Enterprises in connection with its recapitalization transaction with Genstar Capital. We continue to represent American Pacific in a number of capacities following the leveraged recapitalization.
• We represented TransTech Pharma, Inc., an early stage drug development company, in connection with equity investments by MacAndrews & Forbes Holdings Inc. and Novo Nordisk A/S, along with TransTech's subsequent investment in SIGA Technologies, Inc.
• We represent Coratus Genetics in a series of private placement transactions.

Portfolio Company Representations

MLA provides a variety of legal services to portfolio companies of private equity and venture backed firms. These legal services include financing transactions, employment matters, complex litigation matters, government affairs and government contracts. MLA is sensitive to the needs of financial investors and their fiduciary concerns in the current corporate environment.

In the area of corporate governance, MLA has developed a best practices approach for privately held businesses that reflects recent developments in Federal securities and state corporate law.