Cynthia A. Marian

Fund Formation and Fund Sponsor / Manager Representations

• Represented a new private fund sponsor in connection with the formation and structuring of interests in a hybrid evergreen fund targeting at least $1 Billion in total capital commitments.
• Represented a successful private equity fund portfolio manager in connection with his exit from a well-known global asset manager and his formation and structuring of a new private equity fund sponsor that is pursuing an opportunistic take-private strategy with respect to publicly-traded companies in several industries, and in his related seed deal with an established, well-known hedge fund management firm.
• Represented a large, minority-owned and controlled private investment firm managing approximately $2.3 billion in assets across several private credit funds in connection with the formation, structuring, and offering of interests therein and in the negotiation of a seed deal with two substantial anchor investors.
• Represented an established, industry-agnostic private equity fund sponsor and SEC-registered investment adviser focused on investments in operating businesses with up to $200m in enterprise value in connection with several portfolio company transactions, a continuation vehicle, and various firm-level and carry vehicle matters.
• Represented a U.S. middle-market private equity fund sponsor and its Fund VI, Fund VII, and parallel funds in connection with the formation and structuring of a new single-asset continuation fund.
• Represented the investment management arm of a well-known insurance company in connection with the formation, structuring, and offering of interests in a new multi-class private equity co-investment fund.
• Represented an emerging hedge fund manager in the structuring, formation, and launch of its quantitative macroeconomic fund, and in its organization as an investment adviser.
• Represented a first-time private equity fund manager founded by two private funds industry veterans in the structuring, formation, and launch of its fund, which focuses on acquiring franchisee businesses operating in the consumer and business services industries.
• Represented a new private equity fund sponsor, founded by the former CEO of a publicly-traded energy company focused on acquiring mineral and royalty interests, in the structuring, formation, and offering of interests in its inaugural fund, and in the negotiation of its strategic partnership with two other energy industry firms.
• Represented multiple other private equity fund sponsors in the structuring, formation, and launch of their respective first funds, and in the launch of their respective investment management firms.
• Represented a hedge fund manager in the structuring, formation, and launch of its market-neutral, multi-strategy fund, and in its organization as an investment adviser.
• Ongoing representation of multiple private equity fund sponsors and hedge fund managers in connection with matters related to the corporate, regulatory, and operational functions of their respective investment management businesses and private investment funds.
• Ongoing representation of a lower middle-market private equity fund sponsor in connection with its portfolio company transactions, including in the formation, structuring, and offering of interests in several special purpose vehicles and co-investment vehicles.
• Counseled a complex multi-billion dollar fund sponsor on matters related to the structure and allocation of equity interests in its management company and general partner entities.
• Represented a diverse investment manager in connection with the formation and structuring of a private equity “access fund” designed to invest substantially all of its assets into a master-feeder fund structure managed by a large, well-known third-party asset manager investing in the professional sports arena, including in NBA teams and certain related service companies and related assets.
• Represented a Latin-American private fund sponsor in connection with the formation, structuring, and offering of interests in a single-asset continuation vehicle.
• Represented a middle-market private equity fund sponsor in connection with the formation, structuring, and offering of interests in several co-investment funds and alternative investment vehicles.
• Represented a newly-formed private credit fund sponsor in connection with the formation, structuring, and offering of interests in its debut private credit fund.
• Represented a middle-market private equity fund sponsor in connection with extensive GP-level negotiations with former partners and the associated restructuring of various GP and other upper-tier entities.
• Represented an emerging growth-equity fund sponsor in connection with the formation, structuring, and offering of interests in several parallel funds and special purpose vehicles, a restructuring of its existing alternative investment vehicles, and multiple portfolio company transactions.
• Represented a middle-market private equity and real estate fund manager in connection with the formation, structuring, and offering of interests in several financing and co-investment vehicles, and in the evaluation of NAV loan opportunities and a continuation vehicle.
• Represented a middle-market private equity fund sponsor in connection with its SEC examination.
• Represented a middle-market private equity fund sponsor in connection with the restructuring of its various GP entities and the equity ownership thereof.
• Represented a Miami-based digital assets and blockchain-focused investment management firm in connection with the structuring and offering of interests in a hybrid fund.
• Represented a U.S. Virgin Islands-based exempt reporting adviser in connection with the formation, structuring, and offering of interests in a new private credit hedge fund and in the restructuring of an existing offshore mini-master fund structure.
• Represented a FL-based investment adviser to both open-end and closed-end funds in connection with the formation, structuring, and offering of interests in a new credit-focused fund-of-one for a large, non-U.S. strategic investor.
• Represented a Latin-American private fund sponsor in connection with the formation, structuring, and offering of interests in its inaugural venture capital fund.
• Represented a long/short equity hedge fund manager in connection with a fund side-pocket for an illiquid investment and associated regulatory compliance matters.
• Represented a foreign private fund adviser in connection with the restructuring of an existing hedge fund to facilitate the offering of interests to investors in additional jurisdictions.
• Represented a Latin-American private equity fund sponsor in connection with the formation, structuring, and offering of interests in a private equity fund and multiple SPVs in connection with their participation and the sponsor’s lead role in an investor syndicate comprising certain well-known U.S. activist investment funds and other U.S. and Latin American investment funds that conducted a bail-out acquisition and subsequent successful restructuring and refinancing of a then-bankrupt multinational airline.
• Represented Watchtower Capital Partners in connection with its acquisitions of SPS Mechanical and JF Plumbing & Heating.
  • Represented Watchtower Capital Partners in its capacity as an independent sponsor in connection therewith.

GP Stakes and Seed Deals

• Represented Xponance Alts, LLC (a subsidiary of Xponance, Inc.), a multi-strategy investment firm that seeks to partner with GPs that manage alternative asset strategies across private equity, private credit, real estate, and infrastructure, in its negotiation and structuring of a strategic partnership with The Copia Group, an investment adviser that provides capital solutions to private middle-market companies, which included both a minority GP-stake transaction and a private fund investment.
• Represented Caro Investors Management, LLC (“Caro Investors”), a newly-established middle-market private equity fund sponsor in its negotiation and structuring of a seed deal with global alternative asset management firm, TPG, Inc., which, through TPG NEXT, made a passive minority investment in Caro Investors and will be an anchor investor in Caro Investors’ inaugural real estate private credit strategy.
  • In connection therewith, representing Caro Investors in the structuring, formation, and launch of its inaugural real estate private credit strategy.
• Represented a diverse private equity and private credit-focused fund sponsor in its joint venture with an international manager of alternative investment products, in connection with the evaluation and pursuit of several potential GP stake transactions.

Institutional Investors and Placement Agents  

• Represented multiple well-known institutional investors in connection with their investments in private funds managed by various third-party managers, including in the negotiations of side letters and fund-of-one terms and governing documents.
• Represented a sovereign wealth fund in connection with its participation, through a fund-of-one, in a large, stapled-secondary transaction, alongside the flagship fund of a leading global manager of secondaries funds.
• Ongoing representation of a well-known global investment bank in its capacity as placement agent for numerous continuation fund vehicles sponsored by various third-party private equity fund sponsors.
• Represented a well-known global investment bank in its capacity as placement agent and exclusive financial advisor to New Mountain Capital in connection with the offering of interests in a $3.1 billion single-asset continuation fund to acquire Real Chemistry, which is the largest-ever single-asset continuation vehicle raised to-date.

Representative Matters prior to joining GT:

• Represented a well-known institutional investor on its investment in private funds managed by various third-party managers, including the negotiation of side letters and custom single-investor fund vehicles.°
• Represented the asset management business of a global financial institution in connection with its strategic launch and seeding of, and the offering of interests in, several private funds dedicated to investing in portfolio companies managed by female-owned and female-led venture capital firms.°
  • In connection with the foregoing, advised on the structuring and formation of related special employee funds to facilitate the offering of these investment opportunities to the financial institution’s executives and certain other qualified employees.°
• Advised the alternative investment management fund-of-funds business of a well-known asset manager on the formation and launch of its third credit fund-of-funds and on the fund’s subsequent investments in private funds managed by several third-party credit-focused investment managers.°
• Advised the private equity funds business of a large asset manager on the structuring and creation of several private equity co-investment vehicles for a significant foreign sovereign wealth fund.°
• Represented a hedge fund manager in the negotiation of a strategic fund investment from a well-known asset manager.°
• Advised a global financial institution on the structuring, formation, and offering of interests in several private funds designed to invest in private business development companies managed by third parties.°
• Represented the broker-dealer unit of a well-known asset manager in the negotiation of multiple placement agent relationships with private equity and hedge fund managers.°
• Represented the asset management business of a well-known asset manager in the structuring, formation, and offering of interests in multiple domestic and offshore “access” fund vehicles, in each case, designed to invest all or a significant portion of their respective assets into other private equity funds managed by third parties, the asset manager, or both.°
• Advised the private wealth management business of a well-known asset manager on the structuring, formation, and offering of interests in several dedicated feeder vehicles for its private wealth clients.°
• Represented several private equity fund managers in the structuring, formation, and launch of their respective first funds.°
• Represented a private equity fund manager in the negotiation and structuring of a seed deal with a strategic investor making an investment in both the management company and its funds.°
• Represented a fund-less private equity sponsor in its acquisition of a portfolio company and its negotiations with strategic co-investors.°
• Advised a first-time private equity sponsor on the structuring and formation of a special purpose buy-out fund and its subsequent take-private of a publicly-traded company, in a cash transaction valued at over $500 million.°
  • In connection with the foregoing, also advised the private equity sponsor on its SEC registration and related filings.°
• Counseled a large, complex hedge fund manager on changes to its investment program and guidelines across several master-feeder fund structures and related revisions of its fund documents.°
• Advised a small futures-focused quantitative hedge fund manager pursuing a high-frequency trading strategy in connection with its NFA examination.°
• Advised a long/short equity hedge fund manager in connection with its SEC examination.°
• Conducted an internal investigation on behalf of a hedge fund manager in connection with an inquiry from a strategic investor, and advised the client in its resolution of related human resources matters.°
• Represented a partner in an investment management firm in the restructuring of the management company and general partner entities following the firm’s buy-back of its seed investor’s interests.°
• Advised a start-up financial research firm and its founder on a wide range of legal matters germane to its business, including its initial and subsequent capital raises and related securities law matters and filings, employment agreements with executives, and general organizational issues.°
• Counseled an SEC-registered investment manager on the expansion of its investment mandate and potential options for trading in cryptocurrencies and other digital assets within an existing fund, as well as separately through a new special purpose vehicle.°

°The above representations were handled by Ms. Marian prior to her joining Greenberg Traurig, LLP.

• General Counsel and Chief Compliance Officer, Civic Capital Advisors, LLC, 2015-2017
• Vice President, Chief Compliance Officer & Deputy General Counsel, Tinicum, Inc., 2013-2015
• General Counsel and Compliance Risk Manager, Golden Seeds, LLC, 2012-2013

• Fried, Frank, Harris, Shriver & Jacobson, LLP, 2019-2021
• Weil, Gotshal & Manges, LLP, 2008-2012