Bruce W. MacLennan

Partner
New York
  • T 212.513.3418

Bruce MacLennan is a partner in Holland & Knight's New York office and a member of the firm's International and Cross Border Transactions Practice Group. Mr. MacLennan's practice focuses on complex international business transactions, with an emphasis on the structuring and administration of private equity and venture capital funds in traditional and hybrid configurations, as well as related regulatory matters under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, he routinely handles equity and debt investments; mergers and acquisitions; joint ventures, strategic alliances and customized business partnerships; and technology licensing. Mr. MacLennan represents global venture and private equity investors and fund sponsors in transactions ranging in size from $10 million to $2 billion.

Mr. MacLennan's representative transactions include the following:

  • Asia-Directed Private Equity Fund. Currently advising a fund sponsor/manager with operations in Tokyo and Singapore on the formation of a private equity fund that will invest in opportunities in Japan and throughout Asia. The fund structure involves parallel structures that will accommodate the needs of Shariah-compliant investors in Malaysia and multinational banks headquartered in Japan and Singapore. Mr. MacLennan is advising the fund on Volcker rule compliance matters in respect to the bank investments.
  • Tech Acquisition. Represented a major Japanese technology company in its acquisition of a major equity stake in a West Coast Web services company. The acquisition of the interest required a complex restructuring of the target company, which had been attempted unsuccessfully by another team of advisors in 2010 and was finally consummated under Mr. MacLennan's supervision in September 2014.
  • India-Directed Investment Fund. Advised a major Japanese private investment firm in the structuring and establishment of a Mauritius-based fund with feeder vehicles in the Cayman Islands and management entities based in Mauritius, New York, Tokyo and India. In addition to investing in Indian service companies, the fund will acquire portfolios on the secondary market, taking advantage of the significant assets available for acquisition in India currently. The client is partnering in this effort with an Indian consultant and co-manager with bases in India and New York.
  • Captive Turkey Investment Fund. Advised a Japanese private equity firm in discreet issues relating to structuring the distribution of carried interest to the management and investment teams of this Cayman Islands-based fund. The fund will invest in pre-IPO companies in Turkey in the banking, consumer products and manufacturing sectors.
  • Japan-Directed Opportunities Fund. Advised a Singapore-based private equity firm in the structuring and establishment of a Cayman Islands-based captive that will focus on private equity investments in Japan, China and Southeast Asia. The fund is being formed for the exclusive service of a Middle Eastern family office. The managers will have the option to form successive parallel funds after a threshold investment level has been met. Successor funds will be open to other private investors.
  • Japan/Asia IT/Cleantech Venture Capital Fund. Served as global counsel in the formation of a multijurisdictional fund, comprised of a Japanese statutory investment partnership in Japan and multiple parallel feeder funds formed as Cayman Islands-exempted corporations in order to afford tax efficiencies for foreign investors seeking to participate in the Japanese master fund. The fund will invest in IT and cleantech companies in Japan, China and Southeast Asia.
  • Captive Private Equity Fund Focused on Japanese Special Opportunities. Advised Ant Global Partners Pte., Ltd., a Singapore-based investment manager and affiliate of Nikko Cordial Securities, on the formation of a Japan-directed captive fund that invests mostly in underperforming stocks on the Tokyo Stock Exchange. The fund is a captive fund formed by ACA Investments for Elliott Advisors (HK) Limited, the Hong Kong arm of Elliott Management, a global private equity player headquartered in New York. ACA Investments is the wholly-owned subsidiary of ACA, Inc., an investment manager now held by Sumitomo Group, and manages multiple private equity and venture capital funds for sophisticated institutional investors and high net worth individuals. The managers have the option to form successive parallel funds after the threshold investment level has been met. Successor funds will be open to other private investors.
  • Complex Multijurisdictional Clean Technology Investment Fund. Advised CTF Partners Pte., Ltd., a Singapore-based fund manager affiliated with ACA, Inc., on the structuring and establishment of a cleantech investment fund as a Cayman Islands limited partnership, for investment in cleantech projects in Indonesia in concert with the government of Indonesia and the World Bank. The Cayman Islands partnership channeled its investments through special-purpose vehicles established in the Netherlands by CTF for tax efficiency and also in order to comply with Indonesian entity substance rules applicable to foreign entities holding equity in Indonesian companies.
  • Strategic Biotech/Medical Instruments Investment Funds. Advised MASA, Inc. and its successor Rock Spring Partners, Inc. in the formation of two strategic biotech funds as Delaware limited partnerships. The managers are based in Maryland and Tokyo and source technology investment opportunities for primarily Japanese and Korean biotech and pharmaceutical companies. The funds provide the investors with access to portfolio company technology, which is available to the investors for licensing, acquisition or joint development. Mr. MacLennan also assisted the client with the portfolio acquisitions, sales and licensing transactions.
  • Bridge Capital Investment Fund. Advised BCF Partners on the structuring and establishment of a technology investment fund connecting Japanese investors with Israeli technology. The fund was formed with the purpose of investing primarily in late-stage, private Israeli technology and private and listed Japanese companies. The managers of the fund are based in Japan, Israel and Switzerland. The fund's principal strategy is to provide equity and bridge funding to late-stage, pre-IPO and post-IPO listed companies and is structured as a Cayman Islands partnership in which investors in Japan and Israel invest. The structure does not include a Japanese statutory investment trust vehicle.
  • Formation of Nikko antfactory Co., Ltd. Formed a venture capital joint venture between Nikko Principal Securities, the investment subsidiary of Nikko Cordial Securities, the third largest Japanese retail securities brokerage, and a British incubator, antfactory. The joint venture, Nikko antfactory, provided buyout and venture growth capital to support Japanese IT companies and help them accelerate growth. When CitiGroup divested its interest in Nikko antfactory's parent, Nikko Cordial, Nikko antfactory was reorganized into several entities in Japan and Singapore, and Nikko Cordial's interest was split between Sumitomo Corporation (the international venture capital business) and Mitsubishi Corporation (the domestic buyout operations). The group was renamed ACA. The transaction included advice on the joint venture and continued representation of the venture capital and private equity entities in the ACA group of companies based in Japan and Singapore.
  • Fund Portfolio Secondary Market Transactions. Represented Nikko antfactory in its sale of portfolio assets on the secondary market, including cross-border sales of their interests in venture and private equity funds to third party acquirors.

Memberships

  • Japan Society