ROGER R. WILEN is a partner in Sidley’s Chicago office. He joined the firm as a partner in 2008. His principal areas of practice are mergers and acquisitions and private equity and venture capital.
Mr. Wilen represents private equity and venture capital funds such as Code Hennessy & Simmons, Prospect Partners, Thompson Street Capital Partners and Prairie Capital. His work for these and other investment firms over the past 20 years involves all phases of the investment cycle and at all levels of the capital structure. Since the beginning of 2004, Mr. Wilen has served as lead legal counsel in excess of thirty acquisitions, dividend recapitalizations and dispositions for these and other buyout groups. His representations include the acquisition of majority, controlling positions as well as significant minority investments with institutional protections. Most of Mr. Wilen’s transactions include complex acquisition structures financed with multiple tiers of debt (including seller financing) and equity. Often, these acquisitions involve tax-deferred rollovers, and tax-efficient equity incentive arrangements, for the management team. Mr. Wilen has also led these and other investment groups acquire companies out of bankruptcy in Section 363 sales. He has guided numerous portfolio companies through workout and other troubled situations. Many of the acquisitions he has led involve the purchase of companies outside of the U.S., including companies headquartered in Canada. Mr. Wilen represents these funds and other buyout groups in the partial or complete liquidation of their investments, including through dividend recapitalizations, spin-offs and sales to other private equity funds or strategic buyers.
Mr. Wilen serves as outside general counsel to portfolio companies acquired by our private equity clients. Mr. Wilen’s representations involve a wide variety of industries, including consumer products, packaging, manufacturing, technology, utilities, healthcare, retailing, services and for-profit post-secondary education.
Mr. Wilen represents venture capital funds as both lead investor and co-investor as well as early to mid-stage companies issuing securities to venture capital firms. Mr. Wilen counsels small business investment companies (SBIC’s) to navigate the myriad of legal rules governing their investment and acquisition activities.
Mr. Wilen represents management teams in their equity and employment arrangements with companies controlled by private equity funds. He also represents sponsors in the formation of their private equity or other committed-capital funds and represents “fundless sponsors” in their investment activities.
Mr. Wilen’s significant international experience includes previously basing his practice in Warsaw, Prague and Kiev, where he represented the Polish government in the sale of state-owned enterprises and represented European, American and Canadian investors in emerging market investments and government tenders.
Mr. Wilen received his J.D. and MBA from The University of Michigan.