Andrew Rosell Image
Meet Andrew

Andrew Rosell

Shareholder; Chair, Investment Management & Private Funds Industry Group

Andrew Rosell is a member of Winstead's Corporate, Securities/Mergers & Acquisitions Practice Group. Andrew has a diverse corporate and securities practice representing private investment fund managers, wealth managers, mutual fund managers, family offices and public and private companies engaged in strategic transactions. Andrew primarily focuses on representing registered investment advisers in all aspects of their business, including: formation and structuring, regulatory compliance, strategic transactions (e.g. seed deals and growth acceleration transactions), strategic mergers and acquisitions, investment portfolio transactions, due diligence, fund formation and liquidation and business cessation.

Andrew also has significant industry experience beyond investment management.  He regularly represents and works with companies in the oil & gas, insurance and healthcare industries. In this capacity, he often acts as outside general counsel addressing corporate governance, employment and contract negotiations, as well as negotiating merger and acquisition transactions.

Andrew is a member of the board of trustees for Cook Children’s Medical Foundation where he serves on the Audit Committee, and the boards of directors for Cook Children’s Medical System and Cook Children’s Health Plan.

Andrew is the former General Counsel and Chief Compliance Officer at Kleinheinz Capital Partners, Inc., a multi-billion dollar SEC registered investment adviser. During his tenure at Kleinheinz Capital Partners, Inc., he managed the compliance program and legal functions. Prior to attending law school, Andrew was a staff auditor with Ernst & Young LLP, focusing on real estate audit and consulting.

Andrew is the co-author of Winstead’s Investment Insights Blog.

Experience

Fund Formation 

  • Represent numerous clients in the formation of private funds investing in public equity and debt securities, derivatives and commodity interests, private equities, oil and gas interests, and other investment assets.
  • Represent client in the formation of a private fund focused on long and short investments in MLPs. Represent client in the formation of a private fund focused on special situation investments in public markets.
  • Represent client in the formation of private equity funds focused on acquiring performing and non-performing loans and acquiring REO.
  • Represent client in the formation of a private equity fund focused on originating and acquiring performing and non-performing loans and acquiring REO.
  • Represent numerous clients in the formation of private funds and vehicles with long-only investment strategies.
  • Represent numerous clients in the formation of private equity funds focused on the acquisition of mineral interests and royalty rights.
  • Represent numerous clients in the formation of venture capital funds.
  • Represent client in the formation of a hybrid fund of hedge funds with a $100 million seed investor.  The hybrid portfolio consisted of 50% public securities and 50% investments in hedge funds.
  • Represent clients in the formation of private funds to invest in cryptocurrencies and other digital assets.
  • Represent client in the formation of a commodity pool to invest in energy-related commodity interests.
  • Represent a real estate developer and manager in the formation of Qualified Opportunity Zone Funds for the acquisition and development of real estate assets in opportunity zones as designated by the US Treasury Department.
  • Represent a real estate development and manager in the formation of multiple co-investment vehicles affiliated with a private fund with more than $150 million in committed capital.
  • Represent a real estate development and manager in the formation of a private investment fund with $250 million in committed capital and an associated series co-investment vehicle.
  • Represent a real estate development company in the formation and offering of a programmatic series investment fund.
  • Represent an investment adviser in the formation of multiple SPVs for the investment in institutional private real estate funds.
  • Represent a venture capital investment manager in the formation of parallel private investment funds with $25 million of committed capital focused on early stage investments in life sciences.
  • Represent a venture capital investment manager in the formation of parallel private investment funds with $50 million of committed capital focused on early stage investments in life sciences.
  • Represent a venture capital investment manager in the formation of an SPV focused on renewable energy investments.
  • Represent a venture capital investment manager in the formation of an SPV focused on alternative power delivery systems.

M&A Transactions

  • Represented a founder in the sale of his interest in a multi-million dollar fund manager and general partner.
  • Represented numerous wealth adviser clients in the acquisition of competitive registered investment advisers.
  • Represented a publicly traded company as special counsel in the acquisition of a registered investment adviser.
  • Represented a registered investment adviser as special counsel in the acquisition of a strategic competitor.
  • Assisted a private endowment with the negotiation of a $25 million investment management relationship with a Wall Street investment manager.
  • Represented numerous clients in negotiations of agreements for the management of institutional separately managed accounts.
  • Represented a sponsor in the acquisition and expansion of a services company in the real estate industry.
  • Represented a sponsor in the acquisition and expansion of a meat processing company.

Strategic Investment Transactions

  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $30 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $10 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment funds structured in an onshore and offshore master-feeder structure, including the negotiation of a strategic investor agreement for a multi-million dollar seed capital investment in the investment fund.
  • Represent a new investment adviser and affiliated private investment funds structured in an onshore and offshore master-feeder structure, including the negotiation of a strategic investor agreement for a multi-million dollar acceleration capital investment in the investment fund.
  • Represent an institutional investor with a strategic investment support arrangement for an event driven investment fund structured as an onshore and offshore master-feeder structure.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of separate strategic investor agreements for over $50 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of separate strategic investor agreements for over $25 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $10 million of seed capital for the investment fund.
  • Represent an investor with a passive investment in a Qualified Opportunity Zone Fund owning an operating company within a Qualified Opportunity Zone, as designated by the US Treasury Department.

Advisory Engagements

  • Represent family office clients in the due diligence of investments in private investment funds and the negotiations of associated side letters.
  • Represented a Chapter 11 Trustee in successful reorganization of collateral loan obligation portfolio manager with issues related to RIA compliance and offshore private fund governance (N.D. Tex. 18-30264 &18-30265).
  • Represent a family office client in the strategic expansion of investment teams and investment opportunities.
  • Represent numerous registered investment advisers with Advisers Act compliance.
  • Represent numerous registered investment advisers with the completion of regulatory audit responses.
  • Represent numerous clients in the response to subpoenas, investigations, enforcement actions and other inquiries from securities regulatory agencies (state and federal).