Our work spans the entire life of a fund, from formation and the investment period through portfolio management and exit. Fund finance, private credit and structured credit are advised on together, so that a client’s fund and portfolio-level financing and its wider liquidity strategy fit.
Financing across the fund lifecycle
- Formation. Working alongside our fund formation colleagues, we review constitutional and investor documents for bankability and advise on structuring the fund, its GP and its feeder, parallel, co-investment and special purpose vehicles so that the fund can access the liquidity it will need to meet its objectives across its lifecycle.
- Investment period. Subscription (capital call) facilities.
- Maturing portfolios. NAV and hybrid facilities, asset-based finance, and preferred equity at fund level.
- Later life and exit. Financing of secondaries and continuation vehicles, collateralised fund obligations (CFOs), capital call securitisations and other portfolio cash flow securitisations, including management fee securitisations backed by GP stakes portfolios.
- Sponsor-level liquidity. Management fee lines, GP commitment and co-investment facilities, carry-backed (GP-level NAV) facilities and preferred equity at GP and TopCo level, together with rated and unrated notes issued by sponsors and their vehicles, privately placed or publicly issued.
Fund finance has moved well beyond the subscription line, and our offering has evolved with the market. Whether a financing is measured in tens of millions or billions, our offshore fund finance lawyers work seamlessly with onshore counsel across time zones.
Structure, security and opinions in fund finance
Fund finance turns on the fund’s constitutional documents as much as on the finance documents. We review partnership agreements, side letters and investor documents for the fund's capacity to borrow, guarantee and grant security, the enforceability of capital call rights and whether the management fee, carried interest and distributions on the sponsor’s funded interest can be assigned, secured and enforced. We take and perfect security over capital commitments, accounts, portfolio assets, partnership interests and sponsor entitlements, advise on intercreditor arrangements where fund-level and sponsor-level financiers rely on the same cash flows, and deliver legal opinions that onshore counsel and credit committees can rely on.
Because we work with our fund formation, corporate and regulatory colleagues from the outset, financing considerations are built into the structure at formation, and structural issues are identified then, not at signing.
How our fund finance lawyers work
Fund finance is a relationship market. We act for lenders and borrowers alike, and clients find us straightforward to work with: responsive, clear and in plain English. We give firm, practical recommendations, focus on the question that actually needs answering and think ahead to next steps. In negotiations we keep the focus on the commercial outcome, closing transactions efficiently while preserving the relationships between lenders, sponsors and investors.
Our fund finance lawyers bring real enthusiasm to this market. Each jurisdiction's law is advised on by local lawyers, working alongside onshore counsel in the United States, the United Kingdom, Europe and the Middle East.
Talk to us
Contact our offshore fund finance team in the Cayman Islands, BVI, Guernsey or Jersey to discuss your next transaction.
