Erik A. Bergman

Overview

Erik Bergman represents investment advisers, investment funds, individual and institutional investors, start-up and established businesses, and others in connection with business matters of all types. He advises investment management clients as to fund structuring and formation, preparation and review of offering documents and marketing materials, general partner and investment manager formation and structuring, side letters and other investor agreements, distribution and marketing arrangements, service provider agreements, formation and registration of SEC and state-registered investment advisers, development and implementation of compliance programs and procedures, regulatory examinations and ongoing compliance matters.

Erik has extensive experience representing clients with global operations in different industries with respect to mergers and acquisitions, significant investments, negotiating and drafting contracts, obtaining financing, joint ventures and strategic alliances, corporate governance issues and securities laws applicable to public and private companies. In all areas of his practice, he draws on his substantial, real world experience to craft practical solutions to complex legal problems.

Experience

No aspect of this advertisement has been approved by the highest court of any state. Prior results do not guarantee a similar outcome.

Assisted clients with the formation of private equity funds focused on investments in alternative energy space

Assisted client in the structuring and formation of real estate fund focused on investing in commercial and residential real estate and related opportunities in the single family, multifamily, hospitality and industrial assets classes, as well as in complementary real estate related services such as property management, construction and technology together with structuring and execution of related tax-free exchange "roll-up" transaction

Assisted client in the structuring and formation of real estate fund focused on investing in industrial, office and multifamily properties located in major East Coast markets targeting a mix of core-plus acquisitions (typically a stabilized cash-flowing property), value-add acquisitions and opportunistic/development opportunities

Represented a real estate developer in connection with forming real estate fund and negotiating and structuring joint venture formed to acquire 25-acre parcel of land located in Irvine, California for the purpose of razing existing nine-building office park and undertaking the ground-up development of either a single 450,000-550,000 square foot or two approximately 250,000 square foot, premier industrial warehouse space(s)

Represented a family office in connection with significant investment in private equity sponsored acquisition vehicle formed to acquire software developer, including negotiating terms of the investment and negotiating management and governance matters (e.g., "major decision" approval rights)

Represented a family office in connection with investment in joint venture entity formed to acquire and operate a residential real estate property located in the mid-Atlantic region of the US, including negotiating terms of the investment and negotiating management and governance matters (e.g., "major decision" approval rights) as well as terms of acquisition financing-related guaranty agreements

Represented PRCE Management LLC, an affiliate of Phorcys Asset Management LLC, in connection with the formation and offering of up to $150 million worth of unsecured 3.00% variable appreciation promissory notes of Ocean Capital LLC, a Puerto Rican limited liability company and private investment fund organized for the purpose of investing in a family of Puerto Rico registered investment companies (the PR Funds); advised the client on the preparation and negotiation of the form of promissory note, note purchase agreement, subscription agreement and private placement memorandum, as well as negotiating the terms of side letters and other agreements with investors; also advised the client on a parallel private tender offer with third party shareholders of the PR Funds in conjunction with the information agent and depositary agent, providing U.S. securities advice to the client on the tender offer and responsible for the preparation of the offer to purchase (including supplements), form of securities transfer agreement, and letter of transmittal, as well as the drafting of advertising material published in Puerto Rico

Represented Wildcat Investment Management LLC in connection with the formation of a “deal by deal” fund to invest in the capital stock of Plastiq, Inc., a fintech platform for payment services, through a series of secondary transactions with existing stockholders and/or their affiliates; advised client on the launch of the private fund, including preparing the offering documents and supplements, negotiating placement agreements, as well as the terms of a side letter with a major investor; structured the secondary transaction, including negotiating the letters of intent and securities purchase agreements with existing stockholders and the terms of various ancillary agreements, including investment representative and marketing agreements; and provided tax advice on the secondary transaction to ensure tax optimization for the parties

Represented a NYC-based private asset manager in negotiations of the terms of a "rescue financing" in the amount of $100 million by strategic investors, including advising the client on existing repurchase agreements with lender counterparties; negotiated the terms of the strategic investor group's investment, including negotiating the terms of side letters and prepared amendments to the existing offering documents of the onshore fund and offshore fund to establish a new share class; providing tax and structuring advice; and working closely with Cayman Islands counsel on international aspects to ensure the funds and its affiliates complied with all applicable Cayman Islands laws

Represented a family office in connection with investments in start-up and early stage ventures

Represented an SEC-registered investment adviser in connection with acquisition of another registered adviser

Represented a public company in connection with strategic acquisitions and dispositions

Represented an SEC-registered investment adviser in connection with examination by SEC

Education and Credentials

Education

Yale Law School, J.D., 1993
Rutgers University, B.A., College Honors, Highest Honors, Phi Beta Kappa, 1990

Admissions

State of Connecticut
U.S. District Court, District of Connecticut

Affiliations

Connecticut Department of Banking Securities, Advisory Council
Task Force on Revision of Connecticut Uniform Securities Act Regulations Governing Investment Advisers