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Adrienne L. Atkinson
Partner


MAIN OFFICE:
New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, N.Y. 10019-6099, U.S.A.
T 212-728-8253
F 212-728-9253
 
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Adrienne Atkinson is a partner in Willkie’s Asset Management Group in New York. Ms. Atkinson specializes in the area of private equity fund formation. Fund formation and advisory projects have involved LBO, global, middle-market, venture, growth equity, distressed debt, turn-around, and industry sector funds ranging in size from $200 million to $15 billion. Ms. Atkinson’s clients have included both established firms and new managers, including with respect to general partner and management company matters.

Ms. Atkinson 's practice also includes advising on fund operations and the many regulatory changes impacting the private equity industry. A particular focus is advice regarding practical steps to be taken to meet the challenges of the new regulatory environment.

Ms. Atkinson also frequently advises clients regarding the fund aspects of complex portfolio company transactional structures, creating special purpose and alternative investment vehicles for fund investments, and transactions at the sponsor level (spin­- outs, minority investments and principals).

Ms. Atkinson works closely with her corporate and regulatory partners to provide seamless "across the board" service to private equity fund clients. When Willkie Farr was named by Law360 as its 2011 Private Equity Group of the Year, Law360 highlighted the firm’s ability to provide the full gamut of private equity services.

Selected Significant Matters
  • Represented Insight Venture Partners in the formation of Insight Venture Partners Co-Investment Fund III, L.P., a $510 million co-investment fund to invest alongside Insight Venture Partners VIII, L.P. and its successor fund in growth-stage software, software-enabled services, and Internet businesses.

  • Represented Insight Venture Partners in the formation of Insight Venture Partners VIII, L.P., a $2.57 billion growth equity fund focused on software, software-enabled services and internet businesses.

  • Represented Warburg Pincus LLC in the formation of the $11.2 billion Warburg Pincus Private Equity XI, L.P. one of the largest private equity funds to be offered since the financial crisis.

  • Represented Insight Venture Partners in the formation of Insight Venture Partners VII, L.P., a $1.5 billion growth fund focused on software, software-enabled services and internet businesses and a companion $450 million co-investment vehicle.

  • Represented fund sponsor in the formation of a single investor co-investment structure to make energy investments.

  • Represented Twin Haven Capital in the formation of its fourth distressed debt fund.

  • Represented fund sponsors in the structuring and implementation of numerous alternative investment vehicles for investments in Brazil, offshore investments and other types of investments.

  • Represented a $4.5 billion AUM asset manager in the organization of a $450 million vehicle investing primarily in the debt of distressed or financially stressed companies and consisting of a single investor fund structure and a parallel multi-investor fund.

  • Represented an $18 billion AUM asset manager in the formation of a $750 million distressed debt fund.

  • Represented a leading REIT in the creation of a $150 million sub advisory arrangement for the purchase of debt with respect to health care facilities.

  • Represented fund sponsors in the creation of liquidating trusts and addressing issues raised by the liquidation of funds.

  • Represented Warburg Pincus LLC in the formation of the $15 billion Warburg Pincus Private Equity X, L.P.*

  • Represented a leading buyout fund sponsor in its formation of a $15 billion global fund.

  • Represented Warburg Pincus LLC in the formation of the $8 billion Warburg Pincus Private Equity IX, L.P.

  • Represented Warburg Pincus LLC in the formation of the $5.3 billion Warburg Pincus Private Equity VIII, L.P.

  • Represented a leading buyout fund sponsor in its formation of a $10 billion global fund.

  • Represented Warburg Pincus LLC in the formation of the $2.5 billion Warburg Pincus International Partners, L.P.

  • Represented a fund sponsor in a third-party minority investment in the firm.

  • Advised a new manager on the formation of a private equity fund focused on financial services.

  • Advised an internal private equity group on potential spin-out from a major financial institution.

  • Represented a middle market firm in the formation of a $1 billion private equity fund.

  • Advised a retail-oriented private equity firm on its spin out from a leading investment bank.

  • Principal adviser to a $1 billion AUM middle market private equity firm on aspects of its operations.

  • Principal adviser to a restructuring firm on the operation of its private equity funds.
 

*Matters prior to joining the firm.

Selected Publications and Lectures
  • "Private Equity Funds: Legal Analysis of Structural, ERISA, Securities and Other Regulatory Issues" chapter in Investment Adviser Regulations and Financial Product Fundamentals (PLI treatises, on-going, co-author).

  • "California Requires Solicitors of State Retirement Systems to Register as Lobbyists: Implications for Investment Managers," The Metropolitan Corporate Counsel. (February 2011, co-author).

  • "Culture Shock: Private Equity Under the Microscope" Law360 (January 2011, co-author).
Additional Information
HONORS
  • Recognized as a leader among private fund lawyers by the International Who’s Who of Private Funds.

  • Finalist for the America’s Women in Business Law Awards 2013 (Private Equity, including both transactional and fund work).
Education
1993, New York University School of Law, J.D.
1978, Yale University, M.A.
1975, Oberlin College, B.A.

Bar Admissions
New York


Practice Focus
Asset Management

Education
  • 1993, New York University School of Law, J.D.
  • 1978, Yale University, M.A.
  • 1975, Oberlin College, B.A.

Bar Admissions
New York




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