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Fund Finance 2017 First Edition Fund Finance 2017 First Edition Contributing Editor: Michael C. Mascia Global Legal Insights Fund Finance 2017, First Edition Contributing Editor: Michael C. Mascia Published by Global Legal Group GLOBAL LEGAL INSIGHTS – FUND FINANCE 2017, FIRST EDITION Editor Michael C. Mascia, Cadwalader, Wickersham & Taft LLP Production Editor Andrew Schofi eld Senior Editor Rachel Williams Group Consulting Editor Alan Falach Group Publisher Richard Firth Associate Publisher Rory Smith We are extremely grateful for all contributions to this edition. Special thanks are reserved for Michael C. Mascia for all his assistance. Published by Global Legal Group Ltd. 59 Tanner Street, London SE1 3PL, United Kingdom Tel: +44 207 367 0720 / URL: www.glgroup.co.uk Copyright © 2017 Global Legal Group Ltd. All rights reserved No photocopying ISBN 978-1-911367-36-9 ISSN 2399-1887 This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualifi ed professional when dealing with specifi c situations. The information contained herein is accurate as of the date of publication. Printed and bound by CPI Group (UK) Ltd, Croydon, CR0 4YY February 2017 CONTENTS Preface Michael C. Mascia, Cadwalader, Wickersham & Taft LLP Introduction Jeff Johnston, Fund Finance Association General chapters Hybrid and asset-backed fund fi nance facilities Leon Stephenson, Reed Smith LLP 1 Subscription line lending: due diligence by the numbers Bryan Petkanics, Anthony Pirraglia & John J. Oberdorf III, Loeb & Loeb LLP 10 Derivatives at fund level Peter Hughes, Danny Peel & Charlie Bischoff, Travers Smith LLP 20 All shapes and sizes: subscription facilities as fi nancing tools for investment funds Jan Sysel, Ariel Zell & Nithya Narayanan, Fried, Frank, Harris, Shriver & Jacobson LLP 30 The evolution of subscription facilities in light of changing fund structures and fi nancing needs Mary Touchstone & Julia Kohen, Simpson Thacher & Bartlett LLP 41 Capital call subscription facilities: the borrower’s view Thomas Draper, Patricia Lynch & Dan Coyne, Ropes & Gray LLP 53 Historical perspective and evolution of investor issues in subscription fi nancing: from credit analysis to enforcement Ellen Gibson McGinnis & Erin England, Haynes and Boone, LLP 62 The rise of private equity secondaries fi nancings Samantha Hutchinson, Dentons UKMEA LLP 75 ERISA issues in subscription credit facilities Paul Borden, Geoffrey Peck & Steven Bleiberg, Morrison & Foerster LLP 83 1940 Act issues in fund fi nance transactions Marc Ponchione, Allen & Overy LLP 93 The use of net asset value facilities for portfolio acquisitions Meyer C. Dworkin & Samantha Hait, Davis Polk & Wardwell LLP 101 The internationalisation of the subscription facility market Lee Doyle & Fiona Palamarczuk, Ashurst LLP 107 Fund fi nance: an ‘offshore’ perspective Alex Last, Danielle Roman & Robert Duggan, Mourant Ozannes 117 Asia overview: a dynamic and diverse market Adam Furber, David Azcue & Makiko Harunari, Simpson Thacher & Bartlett LLP 127 Country chapters Australia Tom Highnam, Rita Pang & Victoria Johns, Allens 137 Bermuda Tonesan Amissah & Sally Penrose, Appleby 148 Brazil Fernando J. Prado Ferreira & José Paulo P. Duarte, Pinheiro Neto Advogados 155 Cayman Islands Simon Raftopoulos, Benjamin Woolf & Anna-Lise Wisdom, Appleby 164 England & Wales Samantha Hutchinson, Adam Pierce & Cliff Pearce, Dentons UKMEA LLP 170 France Philippe Max, Guillaume Panuel & Meryll Aloro, Dentons Europe, AARPI 179 Guernsey Jeremy Berchem & Camilla Hobbs, Appleby (Guernsey) LLP 187 India Jayesh H, Aditi Bagri & Archana Krishna, Juris Corp, Advocates & Solicitors 194 Ireland Kevin Lynch, Kevin Murphy & David O’Shea, Arthur Cox 203 Japan Makiko Harunari, David Azcue & Adam Furber, Simpson Thacher & Bartlett LLP 213 Jersey James Gaudin & Benjamin Bestgen, Appleby 224 Luxembourg Vassiliyan Zanev, Marc Meyers & Antoine Fortier, Loyens & Loeff Luxembourg S.à r.l. 233 Mauritius Malcolm Moller, Appleby 243 Scotland Hamish Patrick, Rod MacLeod & Andrew Kinnes, Shepherd and Wedderburn LLP 249 Singapore Alvin Chia & Kah Keong Low, WongPartnership LLP 255 Spain Jabier Badiola Bergara & Fernando Gutiérrez Rizaldos, Dentons Europe Abogados, S.L. Unipersonal 260 USA Michael C. Mascia, Wesley A. Misson & Jeremy Cross, Cadwalader, Wickersham & Taft LLP 266 PREFACE e are pleased to present the fi rst edition of Global Legal Insights – Fund Finance. And I am pleased to serve as the Wcontributing editor. This book is designed to provide law fi rms, fi nancial institutions, funds and investors with a comprehensive insight into the legal trends and developments in the greater fund fi nance markets across all the active jurisdictions. It includes 14 product-oriented chapters, which are designed to provide a comprehensive look at specifi c topics and product evolutions, and then follows with 17 jurisdiction updates. In producing this edition, we have gathered the views and opinions of leading practitioners from around the world. The participating authors were asked to provide their personal views on the most important trends and recent developments in the subscription credit facility and related fund fi nance markets in their respective jurisdiction. We are thrilled with the quality of the submissions and greatly appreciate all the authors for their contributions. We encourage you to provide any comments you may have to improve future editions of this book. Michael C. Mascia Cadwalader, Wickersham & Taft LLP INTRODUCTION Dear Industry Colleagues, On behalf of the Board of Directors of the Fund Finance Association (the “FFA”), I would like to thank and applaud Global Legal Group for their effort in establishing and publishing the inaugural edition of Global Legal Insights – Fund Finance. They have brought together the preeminent law fi rms across the globe, providing a virtually worldwide Fund Finance legal and market update in a single volume. The FFA were pleased to contribute to the publication and hope you fi nd the fi rst edition enlightening and interesting. The invitation to participate in this publication was well received by the world’s leading law fi rms, which validates the continued growth and interest in the subscription credit facility and related fund fi nance markets worldwide. We thank all of the contributors for their time and expertise. The FFA is a non-profi t industry association supporting the fund fi nance markets. As part of our core mission, we strive to create educational events and information availability to market participants. This publication is well aligned with our mission. Our next event is the 7th Annual Global Fund Finance Symposium on March 14, 2017 in New York City. We hope you can join us. For information on sponsorship or attendance, please email: info@fundfi nanceassociation.com or visit our website at www. fundfi nanceassociation.com. We are also pleased to announce the date and expanded venue for the 3rd Annual European Fund Finance Conference, which will take place on October 11, 2017, at the Landmark Hotel in London. The FFA is always looking for ways to improve and better serve the industry. If you have suggestions, please feel free to reach out to me or any other member of the Board of Directors. Sincerely, Jeff Johnston Chairman, Fund Finance Association Hybrid and asset-backed fund finance facilities Leon Stephenson Reed Smith LLP Overview There has been substantial growth in the fund fi nance market over recent years, with more and more funds seeking subscription line or capital call facilities from lenders. As discussed in previous chapters in this book, capital call or subscription line facilities are debt facilities provided by lenders to funds where the recourse of the lender is to the uncalled investor commitments of the fund. The bank will generally provide a short-term facility to the fund to effectively bridge the commitments of the investors of the fund. Therefore, the bank’s credit risk is on the investors of the fund and their obligations to provide monies to the fund when called upon to do so. This requires detailed credit analysis by the bank on the creditworthiness of the investors they are effectively lending against, usually carried out by assigning each investor a rating together with an advance rate against each investor. Many banks have been and are still entering this market. With the rapid growth of these facilities, there have been substantial pressures on pricing as lenders compete between each other for this business. More recently, there has been a signifi cant growth in the market for net asset value (NAV) or asset-backed facilities. These are fund fi nance facilities provided by lenders to the fund or to a special purpose vehicle (SPV) owned by the fund, that are not secured against the undrawn investor commitments, but rather the underlying cash fl ow and distributions that fl ow up from the underlying portfolio investments. Therefore, lenders under these facilities are ‘looking down’ for recourse against the underlying investments rather than ‘looking up’ to the investor commitments. The credit analysis that is required to be undertaken by the banks for these types of facilities is very different from that needed for subscription line facilities. For pure
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