PE Pathways

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.

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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.

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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.”

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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