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Peter J. Bilfield

Partner

F: (203) 901 1794
F: (212) 916 2940
Overview Experience Insights News Education and Credentials Recognition and Community

Overview

Peter J. Bilfield, co-chair of the Investment Management and Private Funds group, counsels emerging to established investment managers and private investment funds in investment management and corporate and securities matters. He organizes domestic and offshore private investment funds as single entity, parallel or "master-feeder" structures. Peter also works extensively with non-U.S. investment firms located throughout Europe, Asia and Australia on U.S. securities and regulatory matters. He provides ongoing regulatory, securities, commodities and general corporate advice to investment advisers and their affiliates.

With respect to investor-side representations, Peter assists institutional investors, including pension plans, with conducting reviews and negotiating the terms of their investments. He also represents seed investors in negotiating and structuring seed investments with emerging managers.

Peter's corporate and securities representation focuses on the "middle markets" and assisting issuers with securities offerings, including mergers and acquisitions, and general corporate governance.

Clients seek Peter out for his seasoned, rational and succinct legal advice, as well as his passionate and thoughtful representation. They appreciate his distinct ability to understand their goals and how they interplay with all the parties involved, including investors, regulators, auditors, administrators, employees and non-U.S. counsel.

Peter has been quoted in the print media on issues confronting private fund managers and has been a contributor to articles published in the Hedge Fund Law Report and other periodicals. He is on the advisory board of the Connecticut Hedge Fund Association and the Securities Advisory Council of the Connecticut Banking Department.

Experience

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 fund manager in the acquisition of a privately held Swiss cycle apparel manufacturer in a private equity fund led syndicate through the formation of a Luxembourg SARL, a wholly owned subsidiary of a Cayman Islands exempted limited partnership

Represented a Melbourne, Australia-based private equity fund manager in connection with the formation of a Cayman Islands domiciled private equity fund investing primarily in natural resource and mining companies; advised client on the negotiation of side letter agreements with a U.S.-based fund of funds investor group and other U.S. institutional investors

Represent a fund manager in connection with the formation of two structured credit funds organized as “mini-master” funds and investing principally in ABS, RMBS, CMBS and CDO securities

Represented a family office in its investment in a limited partnership series of an insurance dedicated fund and a number of transactions involving a German-based financial institution, as lender; AIG, as investor in the fund; and a West Coast-based investment manager to the series, including the negotiation of a participation agreement, restructuring an existing loan facility, transferring a portfolio of private investment fund interests and negotiating the terms of an investment sub-advisory agreement with the investment manager

Represent a “spin-off” private equity fund of funds from Australia-based financial services firm in connection with the formation of their third private equity fund organized in a master feeder structure primarily focused on investments in funds located in the Asia Pacific Region, through secondary transactions or direct investments in portfolio companies

Represent a Sydney, Australia-based investment manager in connection with the launch of a hedge fund organized as a Cayman Islands segregated portfolio company along with the periodic launch of several portfolios, and a U.S. feeder fund

Represent institutional investors including a Paris, France-based seed fund and a Connecticut-based insurance company in ongoing investments with U.S. and non-U.S. private equity and hedge fund managers, including the negotiation of side letter agreements and due diligence reviews of offering documents

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

Education and Credentials

Education
Benjamin N. Cardozo School of Law, J.D., 1999
Cornell University, B.S., 1995
Admissions
State of Connecticut
State of New York
Affiliations
American Bar Association, Section on Business Law, Federal Regulation of Securities Committee and Subcommittee on Hedge Funds and Private Equity and Venture Capital Committee
Connecticut Bar Association, Business Law Section, Co-Chair; Securities Law Committee and Financial Institution Section
New York State Bar Association, Business Law Section, Private Investment Funds Subcommittee
Fairfield County Bar Association, Business Law Committee, Former Co-Chair
Connecticut Department of Banking, Securities Advisory Council, Appointed Member
Connecticut Hedge Fund Association, Advisory Board
Task Force on Revision of CUSA Regulations Governing Investment Advisers, Co-chair

Recognition and Community

Recognition

Selected to the list of Connecticut Super Lawyers (Thomson Reuters), Securities & Corporate Finance, 2018-2019

Selected to the list of Connecticut Super Lawyers Rising Stars (Thomson Reuters), Business/Corporate, 2013

Recipient of the Heyman Fellowship in Corporate Governance

Named Rainmaker of the Year by Originate!, September 2008

No aspect of these advertisements has been approved by the highest court of any state. See Awards Methodology.

Community

Cultural Alliance of Fairfield County, Board of Directors

Bet Tzedek Legal Services, German Ghetto Work Reparations Pro Bono Clinic, Volunteer