PE Pathways

"Carried Away" is a multi-episode series under our PE Pathways podcast exploring the economics of private funds — management fees, carry, and the tax rules behind them. Each episode in the "Carried Away" series will bring together Troutman Pepper Locke attorneys for a candid conversation about what is really happening in the market, including current GP fee and carry norms, how GPs are sharing economics with anchor LPs and strategic partners, and how firms are using carry to recruit and retain talent across the organization. We also discuss how recent and pending court decisions are reshaping tax planning for management fees. In this episode, Private Equity Partner Thao Le is joined by fellow PE Partners Stephanie Pindyck-Costantino and Ted Edwards for a practical, market level look at how private fund economics are evolving beyond the classic "2 and 20." Together, they break down what GPs are actually doing today on management fee and carry structures and distribution waterfalls for private funds and discuss the delicate balance of GP stakes and LP interests. Blending transactional and regulatory perspectives, the trio examines the tension between keeping the lights on for managers and delivering net returns for investors, and explains how to translate complex fee and carry mechanics into clear, defensible disclosures. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This is the fourth episode in our series on private equity and distressed assets with attorneys from our Bankruptcy + Restructuring and Private Equity practice groups. In this episode, Corporate Partner Rachel Fitzgerald sits down with Finance and Banking Partner Jason Ulezalka and Bankruptcy and Restructuring Partner David Fournier to examine how private equity investors can unlock value in distressed companies through debt-for-equity swaps and loan-to-own strategies. They discuss how converting debt to equity can deleverage a business, preserve going-concern value, align lender and owner interests, and position loan-to-own investors to strategically acquire debt and use credit bidding to gain control without paying full cash value. The conversation demystifies key concepts such as the "fulcrum security," compares out-of-court exchanges with prepackaged and pre-negotiated Chapter 11 restructurings, and explains when a bankruptcy filing is necessary to drive operational change. Along the way, they highlight practical risks — from valuation fights and fiduciary issues to lender liability and successor liability — illustrating why tight coordination among legal, financial, and operational advisors is critical in distressed M&A. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This is the third episode in our series on private equity and distressed assets with attorneys from our Bankruptcy + Restructuring and Private Equity practice groups. In this episode, Private Equity Partner Nick Stawasz is joined by Bankruptcy + Restructuring Partner Evelyn Meltzer to shine a spotlight on how private equity sponsors and strategic buyers can unlock value in distressed situations using assignments for the benefit of creditors (ABCs). The episode covers why ABCs have increased in popularity from both the buyer and seller perspectives, as well as the challenges that may be faced in these situations and how to address those challenges. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This episode of PE Pathways features a recording of a recent panel discussion during a private equity event sponsored by Troutman Pepper Locke and Alliant. Private Equity Partner Nanette Heide hosted the event, and the day featured a panel moderated by fellow Private Equity Partner Joe Kadlec. Panelists included Brian Choi, managing partner and CEO of the Food Institute; Sheemul Valecha, a managing director at BDO Capital Advisors; and Craig Dubitsky, founder and CEO of Happy Products. The panel discussed the state of the deal market for the food and beverage sector. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This is the second episode in our series on private equity and distressed assets with attorneys from our Bankruptcy + Restructuring and Private Equity practice groups.In this episode, Private Equity Partner Thao Le is joined by her fellow Private Equity Partner Don Readlinger and Bankruptcy + Restructuring Partner Alex Rovira to unpack how sponsors, portfolio companies, and lenders can navigate the sale of a distressed asset. They break down the practical differences between out-of-court Article 9 sales and in-court Section 363 sales under the Bankruptcy Code — covering speed, cost, process control, diligence, and risk allocation — while flagging key pitfalls of such sales. Along the way, they explore how sophisticated PE firms and private credit funds can use tools like credit bidding and stalking-horse arrangements to shape outcomes on both the buy and sell sides.Future episodes in this private equity/distressed M&A series will cover topics such as the benefits and pitfalls of acquiring assets via an ABC; debt-for-equity and loan-to-own strategies; and potential traps for the unwary in distressed M&A transactions. Our first episode in this series discussed the "State of Play in Navigating Distressed Middle Market M&A." Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Stephen Fox, a member of the health care and life science transactional team, sits down with Chelsea May, CEO and co-founder of Kyha, one of our innovative SEED™ clients from the Emerging Companies + Venture Capital practice that recently presented at the Mid-Atlantic Capital Conference in Philadelphia this past October.Kyha is a privacy-first, AI-powered women's health platform designed to address the unmet need for trusted, medically backed, personalized answers, with access to certified experts when deeper care is needed. Their conversation explores Kyha's origin story, the power of an all‑female founding team, and practical lessons on startup building and the legal foundations required for growth. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This is the first episode in a series of discussions around private equity and distressed assets with attorneys from our Bankruptcy + Restructuring and Private Equity practice groups. Distressed mergers and acquisitions (M&A) involving financially troubled companies is an area where private equity firms are increasingly active. This podcast focuses on the state of play in navigating distressed middle market M&A and features a discussion led by Troutman Private Equity Partner Jeremy Levy, with Bankruptcy + Restructuring Partner Jonathan Young and fellow Private Equity Partner Brian Rose.Topics discussed include how sponsors and senior lenders respond to indications of interest and other valuation data suggesting that the sponsor is out of the money; use of bridge capital; transactional structures used when sponsors are "out of the money"; and alternative structures when the sponsor is not ready to walk away.Future episodes in this private equity/distressed M&A series will cover topics such as an Article 9 sale versus a 363 sale; the benefits and pitfalls of acquiring assets via an ABC; debt-for-equity and loan-to-own strategies; and potential traps for the unwary in distressed M&A transactions. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This episode of PE Pathways features a discussion between Troutman Pepper Locke Partner Jennie Simmons and Sam Veselka, managing director at Pelican Energy Partners. Troutman recently authored a report on PE trends and U.S. energy, with contributions from Jennie and Sam. Their conversation covers some of the takeaways from the report and nuclear energy industry trends in general.Information presented in this podcast is for informational purposes only and does not intend to make an offer or solicitation for the sale or purchase of any securities.Nothing on this podcast should be interpreted to state or imply that past performance is an indication of future performance. All investments involve risk and are not guaranteed. Pelican Energy Partners is a Registered Investment Advisor with the U.S. Securities & Exchange Commission. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This episode of PE Pathways features Dr. Jessica Wachter, former chief economist and director of the Division of Economic and Risk Analysis at the Securities and Exchange Commission (SEC), now a professor in quantitative finance at the Wharton School at the University of Pennsylvania. Hosted by Troutman Pepper Locke attorneys Ben Mittman and Genna Garver, the conversation explores Wachter’s experiences at the SEC during a period of active investment management rulemaking, including her insights on private fund advisor rules, the economic analysis behind regulatory proposals, and the impact of recent deregulatory trends under the current administration. The episode provides valuable perspectives on the evolving regulatory landscape for private funds, the importance of public comment in rulemaking, and practical advice for fund managers navigating compliance amid shifting priorities at the SEC.One discussion point in this episode was the possibility of an executive order being issued by President Trump, directing the SEC and the Department of Labor to pave the way for making alternative assets a viable option in employers' 401(k) plans. Since the recording of this episode, Trump issued such an executive order, titled "Democratizing Access to Alternative Assets for 401(k) Investors.” Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

Partner Jeremy Levy hosted the first live recording of PE Pathways at Troutman Pepper Locke's third annual Private Equity Perspectives Summit, held this year in Kohler, WI. Jeremy was joined by Troutman Pepper Locke Partner Chris Rossi and Todd Crescenzo, managing partner and chief investment officer of our client Clear Creek Investments, and Kevin Geaney, managing director at our client Five Arrows Managers. In this episode, the panel discusses the new brand of uncertainty in the market and how to navigate it. Topics include fundraising, the debt markets, and portfolio company management. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Partners Nick Stawasz and Dan Boland discuss the distinctions between engaging an expert or an arbitrator for resolving post-closing purchase price and earnout disputes in M&A deals. The conversation highlights that the choice between these two methods can depend on factors such as the dispute's value, the desired speed, and the need for finality. Overall, the episode underscores the necessity of carefully drafting dispute resolution clauses. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Thao Le, a partner in the firm's Private Equity practice, hosts a discussion with Partners Josh Gelfand and Thomas Gray. Josh is in the firm's Employee Benefits + Executive Compensation practice, and Tom is in the firm's Tax practice. The conversation delves into the fundamentals of carried interest in private equity, its function as an incentive, and the associated tax implications. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Troutman Pepper Locke Partners Thao Le, John Ford, and John Falco discuss the potential regulatory impacts of the Trump administration on the private equity industry. The conversation covers the challenges and opportunities for private equity in light of potential regulatory changes, including the custody rule under the Investment Advisers Act and the regulation of digital assets and cryptocurrencies. They also discuss the potential impact of the Trump administration on the future enforcement environment and the IPO market. The episode concludes with predictions about the administration's regulatory priorities and their potential impact on the private equity industry. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Troutman Pepper Locke Partners Tricia McNeill and Jonathan Homer delve into the current state and trends in the debt and lending markets, particularly as they impact private equity sponsors. Key points include the Federal Reserve's decision to pause rate cuts, market uncertainty due to various economic factors, competition and collaboration between private credit and broadly syndicated markets, and cautious optimism for increased deal activity in the latter half of the year. They also emphasize the importance of strong lender relationships and adaptability in navigating the evolving debt market landscape.This podcast was recorded prior to the announcement on April 2, 2025, of the executive order implementing reciprocal tariffs. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Brandon Raphael, a partner from the firm's Private Equity practice, is joined by fellow Partners Barbara Sicalides and Joe Farside from the firm's Antitrust practice group to discuss antitrust issues impacting private equity firms and M&A in general. Key points discussed include antitrust priorities under the new administration, noncompete and restrictive covenants, the antitrust enforcement environment, private equity and antitrust scrutiny, and state-level antitrust enforcement, among other topics.Since the recording of this podcast, there have been some additional developments related to the direction of the new administration worthy of mention. On March 12, 2025, Abigail Slater was confirmed as assistant attorney general for the Antitrust Division. In addition to her confirmation hearing commitment to the pro-enforcement 2023 Merger Guidelines, Slater, in a March 17, 2025, memo to staff, noted that the agency will prioritize consumer markets: "In an era of rising prices, pocketbook issues are front of mind." In addition to consumer markets, she has identified 5G, artificial intelligence, quantum computing technology, and agriculture as important areas for DOJ attention because those markets could harm small business and farmers. In what could be a hopeful sign for private equity, Slater has also appointed counsel for a large U.S. asset management firm to lead the agency's merger enforcement.With respect to the Federal Trade Commission (FTC), for the first time in history, the president has terminated the two remaining Democratic commissioners, and the president's nominee, Mark Maedor, awaits senate confirmation. The FTC has asked the Fifth and Eleventh Circuits to stay the two challenges to the worker noncompete ban rule for 120 days in order for the FTC to "reconsider its defense of the challenged rule." The FTC has also announced the formation of a Labor Task Force that will "prioritize rooting out and prosecuting deceptive, unfair, and anticompetitive labor-market practices that harm American workers," including by bringing enforcement actions against inappropriate employee noncompetes. On the merger front, the FTC staff again urged the Indiana Department of Health to deny the pending application to merge two health systems, in part, based on the merger's potentially negative impact on the relevant labor market. The FTC vote to submit the staff comment to the Indiana Department of Health was 4-0, suggesting that the new administration will not simply abandon its concerns regarding U.S. workers. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Thao Le and Stephanie Pindyck Costantino discuss the evolving landscape of secondary transactions in the private equity market. They highlight the significant growth in secondary transactions, the nature and impact of secondaries, and the dynamics of LP-led and GP-led secondaries. The conversation covers the complexities and regulatory considerations and emphasizing the importance of third-party valuations and proper documentation. The episode concludes with a reflection on the future of the secondary market which will be driven by institutional players and sophisticated LPs. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of PE Pathways, Thao Le, Jeremy Levy, and Tom Gray discuss the intricacies and implications of employee retention tax credits (ERCs) for private equity and M&A transactions. While ERCs were created in response to COVID-19 to offer relief to employers in the early days of the pandemic, the conversation highlights the ongoing relevance of ERCs due to the statute of limitations for claiming and auditing these credits, which extends into 2025 and beyond. The speakers address the challenges posed by fraudulent claims and the IRS' scrutiny of ERCs, emphasizing the need for careful due diligence in transactions involving companies that have claimed these credits. They also discuss the strategies employed by buyers to mitigate risks during the deal-making process. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

PE Pathways, hosted by attorneys from our Private Equity practice, is a podcast series where experienced dealmakers share their thoughts on current private equity and M&A trends and developments. Stay informed about the latest market trends, regulatory changes, and innovative investment strategies that are shaping the future of private equity. Tune in to listen as our discussions delve into the intricacies of the private equity industry, with topics around deal sourcing and due diligence; portfolio company management; fund formation and compliance; tax and employment issues; and exit strategies among others.In this episode of PE Pathways, Nick Stawasz and Tracey Diamond discuss restrictive covenant agreements (RCAs) in private equity transactions. Key points of discussion include the impact of the injunction of the FTC's proposed rule on non-competes, variations in state laws regarding RCAs, the reasonableness of non-competes in business transactions, alternative protections like non-solicitation and confidentiality agreements, the importance of protecting trade secrets, and the need for private equity firms to tailor and update restrictive covenants for each acquisition. In addition to appearing on this episode, Tracey also co-hosts the firm's labor and employment-focused podcast, "Hiring to Firing," where she explores pressing labor and employment law issues and offers unique perspectives inspired by pop culture, hit shows, and movies. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.