DOCSLIB.ORG

Private Equity Report What’S Inside

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Private Equity Report What’S Inside Private Equity Report What’s Inside Volume 3 Number 4 Summer 2003 3 Special Tax Issues for Tax- Exempt and Foreign Investors Are the Terms of U.S. and European in Private Equity Funds Private Equity Funds Converging? 4 The New 15% Tax Rate and the Opportunities It Creates In the Spring 2002 issue of this publication, we examined the differences between U.S. and 5 Grace Under Pressure: European private equity funds, and found that a number of the previously existing differences Revisiting Fraudulent Conveyance Risk had narrowed in the period from 1997 through 2001. In this issue, we look again at trends in structuring European private equity funds and ask the question: “Are the terms of U.S. and 6 Guest Column: European private equity funds converging?” In trying to answer this question, we reviewed the Be Wary of Consolidation in information added to our proprietary funds database since 2001. To refine our analysis further, Private Equity Transactions we took a more detailed look at 40 major European private equity funds raised in the last two 7 Update on Big-Boy Letters years. Finally, we canvassed the lawyers in our London, Paris and Frankfurt offices who work 8 A Structural Victory for the regularly in this area. We found that the trends identified in our Spring 2002 issue have con- European High-Yield Market tinued and that, in several respects, the terms of private equity funds sponsored by European 9 Hedging Bets on firms continue to move even closer to those of U.S. funds. We predict that this trend will continue. Hedge Fund Regulation 10 Recaps Redux The areas of “convergence” that we identi- to see areas where U.S. and European fied and predict will become more apparent funds differ, and are expected to continue 24 Alert: FCC Insulation include: a possible movement in Europe to differ, although this “non-convergence” Provisions Still Needed for toward the “all-deals-realized-to-date” is often a matter of form over substance. Investment in Media model for carried interest distributions Timing of Carried Interest Distributions 24 Funds With Individual Limited described below; an increased focus in Partners Need to Send Annual Historically, most European private equity Europe on general partner (GP) clawbacks Privacy Notices – And Mean It! funds provided for the return to the LPs of and increased use of carried interest all capital contributed by them to the fund escrows and, to a lesser extent, personal before carried interest was distributed to guarantees of the GP clawback obligation the GP or other carried interest recipient.1 by principals of private equity firms; a move- In this article, we refer to this as the “return- ment in the UK away from the multiple all-contributions-first” model. partnership structures previously required In the U.S., by comparison, since the by the now defunct limit on the number of 1980s most private equity funds have used partners in a UK investment partnership; a different model. The U.S. and an increased use in Europe of so-called model, like the return-all-contri- “limited partner (LP) clawbacks” and “no butions-first model, nets gains fault divorce” provisions. We also continue and losses across the portfolio 1 Two comments are worth noting: first, in the case of funds but, unlike the return-all-contri- sponsored by UK private equity firms, carried interest is typically butions-first model, allows the paid not to the GP, but to a special purpose LP owned by the private equity firm and/or its principals. However, for the sake GP to receive carried interest on of simplicity, in this article we will use the term “GP” to refer to what we shall call an all-deals- the entity receiving the carried interest from the fund, whether or not it is in fact the general partner of the fund. Second, we realized- to-date basis. In this note that as recently as the late 1990s boom era, a number of distribution model, each time a European funds, like many U.S. funds organized before 1985, did not net gains and losses across the portfolio. However, this portfolio company is disposed alternative model is not discussed in the article because the continued on page 12 number of these funds in Europe today is very small. © 2003 Marc Tyler Nobleman / www.mtncartoons.com © 2003 Marc Tyler “This is my carried interest.” letter from the editor The increase in private equity activity in Europe has private equity. Gary Friedman and David Schnabel prompted many observers to ask: are the U.S. and briefly outline the new 15% tax rate and how the European private equity marketplaces converging? alignment of tax treatment of dividends and capital In this issue, we look at the question from two gains is likely to impact deal strategies. Adele Karig significant perspectives: fund terms and financing and David Schnabel focus on the particular tax structures. In our cover story, Michael Harrell and problems faced by tax-exempt and foreign investors Marwan Al-Turki compare fund terms in U.S. and investing in private equity funds who make portfolio European private equity funds, highlighting the areas investments structured as limited liability companies. in which European funds are becoming more like Our Guest Columnists, Edward Kingsley, a their U.S. cousins. Their analysis is based on infor- Partner, and Randall Sogoloff, a Senior Manager, mation from our proprietary database as well as the in the Deloitte & Touche Merger and Acquisition unique perspective on the European private equity Services Group, discuss the potentially broad industry and U.S. practice gathered from the contin- impact of the new FASB rule on consolidation of uous exchange of information and experience by variable interest entities on private equity investing. our team of fund lawyers based in London, Frankfurt, We also have a number of updates for you on Paris and New York. On the financing front, David potential hedge fund regulation, developments Brittenham and Alan Davies discuss how recent in media ownership guidelines and privacy notices developments in structuring European high-yield for individual partners of private equity funds. debt have narrowed (but hardly extinguished) the Remember that you can elect to receive The historical differences between the U.S. and Euro- Debevoise & Plimpton Private Equity Report by e-mail pean markets for intermediate capital. and/or regular mail. If you would like to change In this issue, we also explore the current phenom- your method of distribution or add yourself or enon of “partial-exit” recapitalization, which has others in your organization to our mailing list, provided a method of returning capital to limited please contact Dan Madden at (212) 909-1978, partners in a difficult exit marketplace. or [email protected]. Elsewhere in this issue, we discuss several devel- Franci J. Blassberg opments in the U.S. tax laws and their impact on Editor-in-Chief Private Equity Partner/ Counsel Practice Group Members The Debevoise & Plimpton Franci J. Blassberg The articles appearing in this Kenneth J. Berman–Washington, D.C. Franci J. Blassberg Private Equity Report is a Editor-in-Chief publication provide summary Jennifer J. Burleigh Colin W. Bogie – London publication of information only and are not Woodrow W. Campbell, Jr. Richard D. Bohm Ann Heilman Murphy Debevoise & Plimpton intended as legal advice. Sherri G. Caplan Geoffrey P. Burgess – London Managing Editor 919 Third Avenue Readers should seek specific Michael P. Harrell Margaret A. Davenport New York, New York 10022 William D. Regner legal advice before taking any Geoffrey Kittredge – London Michael J. Gillespie (212) 909-6000 Cartoon Editor action with respect to the Marcia L. MacHarg – Frankfurt Gregory V. Gooding www.debevoise.com matters discussed herein. Andrew M. Ostrognai – Hong Kong Stephen R. Hertz Please address inquiries regarding David J. Schwartz David F. Hickok – Frankfurt The Private Equity Washington, D.C. topics covered in this publication Rebecca F. Silberstein James A. Kiernan, III – London Practice Group London to the authors or the members Antoine F. Kirry – Paris All lawyers based in New Mergers and Acquisitions/ Paris of the Practice Group. Marc A. Kushner York, except where noted. Venture Capital Frankfurt Robert F. Quaintance All contents © 2003 Debevoise Andrew L. Bab Moscow Private Equity Funds Kevin M. Schmidt & Plimpton. All rights reserved. Hans Bertram-Nothnagel – Frankfurt Hong Kong Marwan Al-Turki – London Thomas Schürrle – Frankfurt E. Raman Bet-Mansour Shanghai Ann G. Baker – Paris Andrew L. Sommer – London Paul S. Bird James C. Swank – Paris The Debevoise & Plimpton Private Equity Report l Summer 2003 l page 2 Special Tax Issues for Tax-Exempt and Foreign Investors in Private Equity Funds More and more, private equity funds that is engaged in a trade or business, tax-exempt investors in the private are finding attractive investments in a tax-exempt partner’s share of the equity fund market are already filing portfolio companies structured as entity’s current income is generally returns (or have become reconciled to limited liability companies or partner- UBTI. In the case of gain from the sale the risk of filing), and focus instead on ships that are taxed as flow-through of an interest in an LLC, the gain is the effect of the UBTI on their invest- entities for U.S. tax purposes (LLCs). generally capital gain excluded from ment return. Tax-exempt and foreign investors face UBTI except to the extent of any debt Certain types of U.S. tax-exempt special and complex tax issues when financing at the LLC level (which could investors are subject to special rules: considering becoming limited partners be significant). In contrast, in the case • The prevailing view is that govern- in funds that invest in LLCs, and funds of a portfolio company that is a cor- mental pension plans are not subject face challenges in addressing these poration, a tax-exempt organization is to tax on UBTI.
Load more

Recommended publications
  • Private Equity and Value Creation in Frontier Markets: the Need for an Operational Approach
    WhatResearch a CAIA Member Review Should Know Investment Strategies CAIAInvestmentCAIA Member Member Strategies Contribution Contribution Private Equity and Value Creation in Frontier Markets: The Need for an Operational Approach Stephen J. Mezias Afzal Amijee Professor of Entrepreneurship and Family Enterprise Founder and CEO of Vimodi, a novel visual discussion with INSEAD, based at the Abu Dhabi campus application and Entrepreneur in Residence at INSEAD 42 Alternative Investment Analyst Review Private Equity and Value Creation in Frontier Markets Private Equity and Value Creation in Frontier Markets What a CAIA Member Should Know Investment Strategies 1. Introduction ership stakes, earning returns for themselves and the Nowhere else is the operational value creation approach LPs who invested with them. While this clarifies that more in demand than in the Middle East North Africa capturing premiums through ownership transactions is (MENA) region. Advocating and building operational a primary goal for GPs, it does not completely address capabilities requires active investment in business pro- the question of what GPs need to do to make the stakes cesses, human capital, and a long-term horizon. Devel- more valuable before selling the companies in question. oping the capabilities of managers to deliver value from There are many ways that the GPs can manage their in- operations will not only result in building capacity for vestments to increase value, ranging from bringing in great companies, but will also raise the bar for human functional expertise, e.g., sound financial management, talent and organizational capability in the region. In the to bringing in specific sector operational expertise, e.g., long term, direct support and nurturing of the new gen- superior logistics capabilities.
    [Show full text]
  • Operating Partners Forum
    Pricing Registration Preferred price Full price privateequityinternational.com/opny Registration type ends April 26 after April 26th [email protected] General delegate GPs Operating +1 212 633 1073 are defined as the in-house SAVE $500 finance and operations US $3,295 US $2,995 executivesPartners at private equity Forum andNew venture capital firmsYork 2019 Venue OctoberService provider 16-17 A| Convene, 117 West 46th Street Convene service provider is defined as any professional services 117 West 46th Street organization which provides New York, NY 10036 Theadvisor service largest and technology global event for solutions to private fund $3,495 privatemanagers and operating equity value creators partners. There is no Hotel accommodations discounted pricing for service Kimpton Muse Hotel providers. 130 W 46th St To register visit: www.privateequityinternational.com/opny New York, NY 10036 Now in its ninth year, Private Equity International’s Operating Partners Forum: New York is the single largest event in the world specifically dedicated to anyone concerned about private equity portfolio operational assessment and value creation. The Forum continues to be the signature meeting space to connect 400+ attendees with opportunities to network with leading operating partners, learn how to best position yourself in your career as an operating partner, explore the latest value creation plans, compare operational models and gain insight from seasoned value creators. Agenda highlights Wednesday, October 16 » Functional Business Series 1 » Women
    [Show full text]
  • Funds, Fees & Affiliates
    FUNDS, FEES & AFFILIATES (OH MY!) SEC OCIE’s Examination of the Private Fund World Moderators: James W. Van Horn, Jr., Hirschler Fleischer, PC Marc R. Lieberman, Kutak Rock LLP Presenters: Matthew D. Harris, Securities Exchange Commission, Chicago Office Edward Schwartz, ORG Portfolio Management NAPPA SEC Working Group Panel 2015 NAPPA Legal Education Conference June 25, 2015 AGENDA I. Overview Marc Lieberman II. OCIE Examinations Matthew Harris A. Examination Process B. Exam Priorities C. Examination Results III. Panel Discussion Jim Van Horn Marc Lieberman A. Fee Allocations, Disclosure & Transparency Matt Harris B. Fiduciary Duty of Private Fund Advisers Ed Schwartz C. Role of Fund Administrators & Auditors D. Independent Monitors IV. Questions F UNDS, FEES & AFFILIATES (OH M Y!) J UNE 25, 2015 2 OVERVIEW Increased Federal Oversight of Private Investment Funds 2010 – Dodd-Frank Act amends Investment Advisers Act of 1940 (Advisers Act) - Private Fund Advisers (PFAs) must register with SEC June 2011 – SEC Adopts Rules - PFAs ≥ $150 mm to register Oct. 9, 2012 – OCIE Letter to PFAs announcing “Presence Exams” May 2, 2012 – OCIE Director di Florio Speech – PFA Compliance with Advisers Act F UNDS, FEES & AFFILIATES (OH M Y!) J UNE 25, 2015 3 OVERVIEW Increased Federal Oversight of Private Investment Funds May 11, 2012 – OCIE Director Champ Speech - “What SEC Registration Means for Hedge Fund Advisers” January 9, 2014 – OCIE /NEP Examination Priorities for 2014 (PFAs prioritized) January 28, 2014 – OCIE “Risk Alert” re: investor
    [Show full text]
  • In the Matter of Blackstreet Capital Management, LLC and Murry N
    UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 77959 / June 1, 2016 INVESTMENT ADVISERS ACT OF 1940 Release No. 4411 / June 1, 2016 ADMINISTRATIVE PROCEEDING File No. 3-17267 In the Matter of ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS, BLACKSTREET CAPITAL PURSUANT TO SECTIONS 15(b) AND 21C MANAGEMENT, LLC OF THE SECURITIES EXCHANGE ACT OF and 1934, AND SECTIONS 203(e) AND 203(k) OF MURRY N. GUNTY, THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE- Respondents. AND-DESIST ORDER I. The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Blackstreet Capital Management, LLC (“BCM”) and Murry N. Gunty (“Gunty”) (collectively, “Respondents”). II. In anticipation of the institution of these proceedings, Respondents have submitted an Offer of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are admitted, and except as provided herein in Section V, Respondents consent to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.
    [Show full text]
  • September 29, 2020
    Plymouth County Retirement Association September 29, 2020 Meeting Materials BOSTON CHICAGO LONDON MIAMI NEW YORK PORTLAND SAN DIEGO MEKETA.COM Plymouth County Retirement Association Agenda Agenda 1. Estimated Retirement Association Performance As of August 31, 2020 2. Performance Update As of July 31, 2020 3. Current Issues Non-Core Real Estate RFP Respondent Review Non-Core Infrastructure Finalist Presentations 4. Disclaimer, Glossary, and Notes 2 of 129 Estimated Retirement Association Performance As of August 31, 2020 3 of 129 Plymouth County Retirement Association Estimated Retirement Association Performance Estimated Aggregate Performance1 August2 QTD YTD 1 YR 3 YR 5 YR 10 YR (%) (%) (%) (%) (%) (%) (%) Total Retirement Association 2.7 6.3 0.5 7.8 5.0 6.4 7.9 Policy Benchmark 3.1 6.8 3.0 10.1 6.9 7.7 8.5 Benchmark Returns August QTD YTD 1 YR 3 YR 5 YR 10 YR (%) (%) (%) (%) (%) (%) (%) Russell 3000 7.2 13.3 9.4 21.4 14.0 13.9 14.9 MSCI EAFE 5.1 7.6 -4.6 6.4 2.3 4.7 5.9 MSCI Emerging Markets 2.2 11.3 0.5 14.5 2.8 8.7 3.8 Barclays Aggregate -0.8 0.7 6.9 6.5 5.1 4.3 3.7 Barclays TIPS 1.1 3.4 9.6 9.0 5.7 4.6 3.7 Barclays High Yield 1.0 5.7 1.7 4.7 4.9 6.5 6.9 JPM GBI-EM Global Diversified (Local Currency) -0.3 2.7 -4.4 1.7 0.7 4.6 1.3 S&P Global Natural Resources 4.0 7.6 -13.0 -1.9 -0.1 5.6 1.5 Estimated Total Assets Estimate Total Retirement Association $1,106,611,546 1 The August performance estimates are calculated using index returns as of August 31, 2020 for each asset class.
    [Show full text]
  • Exit Mechanisms in Joint Venture Agreements by Joan Hayden And
    Beginning with the End in Mind: Exit Mechanisms in Joint Venture Agreements By Joan Hayden and John Sullivan 1 Introduction “Hope springs eternal in the human breast.” – Alexander Pope “Man plans; God laughs.” – Yiddish Proverb Although partners generally enter into a real estate joint venture with great expectations and an alignment of their respective interests, things can change with the passage of time: events intercede, needs change and parties can fall out of love – with the property, with each other, and sometimes with both. A variety of mechanisms can be included in joint venture agreements to facilitate a parting of the ways when one partner wants to sell the joint venture’s investments or discontinue its relationship with its partner and the other partner does not share those objectives. The typical joint venture exit mechanisms are well known; one or more of them are almost reflexively included in joint venture agreements.2 However, a more thoughtful approach to those familiar devices will often yield a better result for both partners. The first step is to understand the legal structure of each of the partners, their relative resources, liquidity and bargaining power, and their respective motivations and business goals. With these issues in mind counsel should analyze how each of the exit mechanisms may impact the partners at different points in the life of the venture, taking into account the appropriate triggers and other critical issues such as tax concerns, lender rights, and guaranty and indemnity obligations. Proper planning at the formation of the joint venture can preserve or prolong the alignment of interests by minimizing conflicts between the partners, and ultimately assist each partner in achieving its primary goals with respect to the property and the partnership if and when it is time for a “divorce”.
    [Show full text]
  • Operating Partners Technology Forum Virtual Experience 2020 December 1-2 | Virtual Event (EST)
    Operating Partners Technology Forum Virtual Experience 2020 December 1-2 | Virtual Event (EST) Driving technology as a key value creation lever in PE & VC privateequityinternational.com/optech Contents » Virtual experience » Networking » Agenda highlights: Thinks tanks » Agenda highlights: Private equity » Agenda highlights: Venture capital » How it works » Speakers » Sponsors » Registration privateequityinternational.com/optech Utilize the virtual experience from anywhere in the world You also get: Without ever leaving the comfort and security of your » Built-in calendar to create your own home, you can enjoy ALL the 100 + value creation daily schedule so you don’t miss your experts sharing their practical guidance. Plus, you can favorite sessions participate in audience Q&A, polls, and download content and papers with just a few clicks. » Live panel discussions » Automated reminders » Interactive discussion boards » Networking meeting tools » Polling and surveys » On-demand playback, which gives you access to sessions for up to 6 months privateequityinternational.com/optech 3 of 14 | back to contents Networking at Take advantage of these benefits: 1. Use our searchable directory of delegates: your own pace Use our searchable directory of our delegates, solution providers and Online networking done right can speakers, so you can quickly find the right provide a very effective way for people people and companies to connect with. to build their professional relationships 2. Private messaging: and knowledge. Reach out privately and directly online (without having to expose email and phone number to “the world”). 3. Virtual meet-ups: Pre-schedule multi-person video conferences or one on one type meetups, allowing you to connect and talk about topics of interest.
    [Show full text]
  • PEI Operational Excellence Awards 2019
    Operational excellence 2019 October 2019 • privateequityinternational.com Asia-Pacific Turnaround Profit Expansion Growth StrategyAmericas margin Digitisation Customer service Customer ARE YOU EMEA Global ambitions State-of- PREPARED FOR THE Product launches the-art New DOWNTURN? facilities R&D Private equity investors and portfolio company executives turn to Alvarez & Marsal to get OpEx Awards: ahead of market volatility. Our approach towards revenue and cost optimization is focused M&A Know-how Who are the on commercial and operational efficiency to create sustainable EBITDA impact. best value Let’s discuss how we can create a plan that gets you ready for the downturn. creators? Best practice Visit us online to learn more at AlvarezandMarsal.com Buy-and-build Nick Alvarez | Managing Director Markus Lahrkamp | Managing Director Jeffrey Klein | Managing Director Robust [email protected] [email protected] [email protected] Exit multiples Sales spike IT systems +1 646 495 3550 +1 212 763 9558 +1 212 763 9626 technology Disruptive ESG Internal rate of return Cost savings Innovation NORTH AMERICA • EUROPE • MIDDLE EAST • LATIN AMERICA • ASIA INNOVATION INNOVATION INNOVATION INNOVATION We’re up to speed, INNOVATION INNOVATION so you can go full speed. SEE CHALLENGES BEFORE THEY’RE CHALLENGING. To make confident decisions about the future, middle market leaders need a different kind of advisor. One who starts by understanding where you want to go and then brings the ideas and insights of an experienced global team to help get you there. Experience the power of being understood. Experience RSM. rsm us.com A PASSION FOR DEVELOPING COMPANIES A DIFFERENTIATED GLOBAL INVESTMENT ORGANIZATION eqtgroup.com RSM US LLP is the U.S.
    [Show full text]
  • INTEL CORPORATION (Exact Name of Registrant As Specified in Its Charter)
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 INTEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-06217 94-1672743 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2200 Mission College Blvd., Santa Clara, California 95054-1549 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (408) 765-8080 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
    [Show full text]
  • 1 Intel Corporation 2200 Mission College Boulevard Santa Clara
    Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95054, U.S.A. INTEL CORPORATION 2006 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED (THE "ESPP") INTEL IRELAND PROFIT SHARING SCHEME AND INTEL SHANNON PROFIT SHARING SCHEME (THE "IRISH PLANS") Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries of Intel Corporation, subject to the applicable legislation in each country Pursuant to articles L. 412-1 and L. 621-8 of the Code monétaire et financier and its General Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers ("AMF") has attached visa number 19-265 dated June 14, 2019, onto this prospectus. This prospectus was established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the provisions of Article L. 621-8-1-I of the Code monétaire et financier, was granted after the AMF verified that the document is complete and comprehensible, and that the information it contains is consistent. The visa represents neither the approval of the worthiness of the operation nor the authentication of the financial and accounting information presented. This prospectus will be made available in printed form to employees of the EEA subsidiaries of Intel Corporation based in countries in which offerings under the plans listed above are considered public offerings, subject to the applicable legislation in each country, at their respective head offices. In addition, this prospectus along with summary translations (as applicable) will be posted on the intranets of Intel Corporation, and free copies will be available to the employees upon request by contacting the human resources departments of their employers.
    [Show full text]
  • ILPA Principles 3.0: Fostering Transparency, Governance and Alignment of Interests for General and Limited Partners
    ILPA Principles 3.0: Fostering Transparency, Governance and Alignment of Interests for General and Limited Partners ILPA2019 Principles 3.0 1 Contents Overview 5 Principles in Summary 9 GP and Fund Economics 10 Waterfall Structure Calculation of Carried Interest Recycling of Distributions Clawback Management Fees Fee Income Beyond the Management Fee Reasonable Organization and Partnership Expenses Fund Term and Structure 17 GP Commitment and Ownership Fund Term Extensions Vehicles Investing Alongside the Fund Key Person 19 Identification and Changes to Key Person(s) Time and Attention Key Person Triggers and Process to Resolve GP Removal and Replacement 2 Fund Governance 21 Fiduciary Duty Investment Management Considerations Changes to the Fund GP-led Secondary Transactions Cross-Fund Investments Co-Investment Allocations LPAC Best Practices Auditor Independence and Scope of the Fund Audit Financial Disclosures 33 Fees and Expenses Other Financial Information, Quarterly Financial Disclosures, Annual Capital Calls and Distributions Subscription Lines of Credit Portfolio Company Information Financial and Performance Reporting Fund Marketing Materials Information Access and Fund Audits Notifications and Policy Disclosures 38 ESG Policies and Reporting Other Policy Disclosures and Notifications LP Disclosures 40 Definitions 41 Acknowledgements 43 3 About the ILPA The Institutional Limited Partners Association (ILPA) engages, empowers and connects limited partners (LPs) to maximize their performance on an individual, institutional and collective basis. Serving more than 515 member institutions representing over $2 trillion USD of private equity assets under management (AUM), ILPA is the only global organiza- tion dedicated exclusively to advancing the interests of LPs and their beneficiaries through best-in-class education, content, advocacy and networking.
    [Show full text]
  • Private Equity Fund Formation Conflicts of Interest
    Private Equity Fund Formation Conflicts of Interest Jonathan Cohen January 2015 ©2014 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris – Firm and Affiliate Offices | New York | London | Singapore | Philadelphia | Chicago | Washington, D.C. | San Francisco | Silicon Valley | San Diego | Boston | Houston | Los Angeles | Hanoi | Ho Chi Minh City | Atlanta | Baltimore | Wilmington | Miami | Boca Raton | Pittsburgh | Newark | Las Vegas | Cherry Hill | Lake Tahoe | Myanmar | Oman | Mexico City | Duane Morris LLP – A Delaware limited liability partnership www.duanemorris.com Overview PE funds manage multiple investment vehicles and/or engage in several different asset management and other related services that can give rise to a number of potential conflicts of interest: SEC has recently warned PE fund advisors that they are concerned about inherent conflicts of interest in the PE business model. • SEC has indicated that it will apply heightened scrutiny on conflict of interest situations and fund managers should carefully manage any potential conflict of interest situations and the SEC suggests that the PE funds should use limited partner advisory committees to help address the conflicts where possible. www.duanemorris.com Most Significant Areas of Conflicts of Interests and Examples of Potential Problems Recently Highlighted by the SEC • Fees and Expenses: Shifting Expenses from GP to LP, charging Operating Partner salaries and overhead to the Fund, allocating transaction-related fees to the Fund and not to co- investors, Funds paying entire broken-deal fees with none of these expenses allocated to co- investors, hidden fees (monitoring fees and other undisclosed agreements which create additional Fund expenses).
    [Show full text]