Matters
- Represented a private fund sponsor in connection with an approximately $89 million subscription-based revolving credit facility provided by a global financial institution, structured as an umbrella facility covering multiple private funds and separate fund-group sub-facilities, with borrowing availability tied to unfunded capital commitments of eligible investors. The facility included separate collateral and enforcement terms for each fund group, qualified borrower and AIV/parallel fund provisions, and the ability to reallocate sub-limits among fund groups.
- Represented a private credit fund in connection with a senior secured asset-based revolving credit facility with a leading U.S. bank, including a portfolio-based borrowing base, eligibility and advance-rate criteria, collateral and control arrangements, and financial covenants tailored to a registered closed-end interval fund. The facility initially provided $15 million of commitments with expansion capacity to $25 million.
- Represented an insurer in connection with a rated debt feeder fund investing in a diversified private credit strategy, including the structuring of a $160 million insured senior tranche within a $400 million rated feeder, related waterfall and subordination mechanics, and the principal-protection insurance arrangements for the senior noteholders.
- Structured collateral and financing arrangements for a private credit fund with both domestic and offshore investment structures, including a Cayman Islands subsidiary and related equity pledge and collateral arrangements in connection with a senior secured borrowing-base facility.
- Advised on the interaction between a fund-level subscription facility and separate asset-based financing arrangements at the fund and investment-holding-company levels, including lien, collateral-isolation and structural-seniority considerations designed to permit multiple financing arrangements to coexist within the same fund complex. The umbrella subscription facility expressly contemplated separate revolving and warehouse facilities for the applicable funds and holding subsidiaries.
- Represented a private fund borrower in connection with a capital call facility provided by a national bank involving a master-feeder structure and an offshore feeder, advising on the collateral package and the manner in which security interests in capital-call rights and related assets should be structured across the master-feeder arrangement.
- Regularly represent a large, registered fund in amendments and other ongoing matters relating to its subscription facility with a commercial and private bank, including modifications to facility terms and documentation as the fund, investor base and financing needs evolve. The underlying facility dates to 2020 and is expressly contemplated as being amended, restated, supplemented or otherwise modified from time to time.
- Advised a fund borrower on market terms for investor eligibility in a subscription credit facility, including rating thresholds and borrowing-base treatment for ERISA investors, governmental plans and endowment investors, and whether sponsor guarantees or other credit-support arrangements for endowment investors were customary in the subscription-line market.
- Structured a subscription facility using investor equity commitment letters and differentiated borrowing-base treatment for included investors, including approval standards, investor credit support, exclusion events, recallable capital and related borrowing-base protections.
- Represented a fund complex in structuring a subscription facility accommodating multiple borrower types and investment vehicles, including qualified borrowers, alternative investment vehicles and parallel fund borrowers, together with related guaranty, joinder and collateral matters.
- Advised a private credit fund on a flexible asset-based facility incorporating portfolio eligibility, valuation and borrowing-base mechanics across a diverse pool of private credit investments.
