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.
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
Formation of private equity fund focused on investments in alternative energy space
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
College Honors, Highest Honors, Phi Beta Kappa, 1990