Executive Summary - Over the last several years, a need has arisen in the fund finance market, which caters to private equity, venture capital, family offices, and other investment funds (“Funds”) and their sponsors, for...more
We have said it before – the “credit cornerstone” of a subscription credit facility is the limited partnership agreement (the “LPA”) – it is the primary contract, together with any side letters, governing the relationship...more
Section 23A and Super 23A can create additional complications for lenders in the fund finance market. Intended to protect the stability of financial institutions by restricting transactions with affiliates, Section 23A and...more
The year 2023 presented the fund finance industry with many challenges that it rose to face with an inventiveness and rigour that showed just how mature and multi-faceted the market has become. At Cadwalader in London we saw...more
Net asset value based credit facilities (“NAV Facilities”) are credit facilities pursuant to which the availability thereunder is based on the net asset value of the investments of the borrower, typically a private fund. The...more
Second Circuit upholds SDNY’s finding that under Reves syndicated loans are not securities under federal law. Introduction - On August 24, 2023, the US Court of Appeals for the Second Circuit issued its highly...more
In this article we look at the lender's right to challenge a sponsor’s valuation of their investments in the context of a NAV-backed financing. This right to challenge is a relatively recent development in these transactions,...more
Welcome to the latest edition of the Spectrum, covering hot-topic issues in the structured finance markets in the U.S. and UK. This edition features smooth sailing through safe harbors, the English Court doing the cross-class...more
Guaranties are a common feature in fund finance transactions. Particularly in NAV loans, upstream and affiliate (or “sideways”) guaranties are used. Below we discuss some of the context for the use of these types of...more
In years past defaulting lender mechanics in a subscription credit facility may have been viewed as boiler plate language and, in most cases, the relevant provisions have not received much attention. In light of recent events...more
As leveraged loan markets have been impacted by a challenging macroeconomic environment, private equity sponsors are sharpening their focus on flexibility in their portfolio companies’ loan documents Given the sharp...more
For our eighth installment in the FFF Sovereign Immunity Series, we consider the doctrine of sovereign immunity in England & Wales. We begin with our usual disclaimer that sovereign immunity is a complex legal and tax...more
The 2023 edition of the Fund Finance Association’s annual conference was again filled with interesting insights from a wide range of industry participants and leaders. The panel titled “Market Evolution & Industry...more
Following on Mike Mascia’s Closing Remarks delivered to young Fund Finance professionals at last month’s FFA University 1.0, I wanted to take things back to the basics for those who are just starting their careers in fund...more
When we think about parties to a subscription credit facility (the “Facility”), all eyes are generally on the fund and the general partner (the “GP”), but the investment manager (the “Manager”) is also a party to watch. For...more
In the days leading up to the closing of a credit facility, it is not uncommon for the administrative agent to ask each lender a simple question, “do you need a note?” For many lenders, the response is in the affirmative, but...more
For funds that are nearing the end of their investment period and have limited or no remaining unfunded capital commitments, the need to continue a subscription line facility for ongoing liquidity may continue to exist for...more
This was a busy week in the loan market. LIBOR transition is accelerating daily, we have a new form of credit agreement from the LSTA, and what has been deemed an “existential threat” to the syndicated loan market has reared...more
This article focuses on how private company and private fund interests are typically valued in NAV loan facilities and the increased focus we have seen lenders place on valuation issues since the beginning of the...more
In recent months, we have seen several requests to include a swingline facility in the capital call loan documentation for syndicated facilities. Swingline loans are normally made available as a component of a revolving...more
ESG (Environmental, Social and Governance) is everywhere. From landmark climate regulations approved in Europe in June to new ESG disclosure rules in China, from sustainable investments growing by double-digit multiples to...more
This week we continue our focus on NAV loans and, more specifically, a common structuring issue for NAV secondaries facilities: the “indirect pledge.” For our purposes, NAV secondaries facilities refer to loans to secondary...more
For any ESG-conscious company considering a refinancing of, or entering into a new credit facility, sustainability-linked pricing is a tool that should be explored. We highly recommend contacting a member of the Hogan...more
When thinking, talking and writing about subscription credit facilities (a “Facility”), the fund in question usually has a diversified group of investors with a wide range of commitment sizes – those funds are commonly...more
The Main Street Lending Program (“MSLP”), established pursuant to Title IV of the Coronavirus Aid, Relief, and Economic Security Act, or “CARES Act” and Section 13(3) of the Federal Reserve Act, was created to provide up to...more