GUIDE TO Private Equity Fund Finance - BVCA
BVCA GuidesGUIDE TOPrivate EquityFund FinanceSupported and authored by
FinancingSolutionsOverviewPrivate Equity Finance and BankingThere are not many banks that serviceyou in a division all of your own.We do.Silicon Valley Bank has a rich history offinancing and banking private equity funds,GP entities and management companiesacross all investment strategies and regionsover the past 30 years with over 900 existingclients. Among our clients, you will findwell-known funds across venture and growth,buyout, secondaries, fund of funds, privatedebt, real estate and infrastructure in the UK,and internationally.In the UK, we have a growing team focusedon developing, tailoring and managingbespoke financial solutions for the industry,with lending commitments that have grownby over 140% during the last 12 months.Commercial BankingOfferingFundsManagement& ValuationServices*PrivateEquityFinance andBankingCommercialBankingSelect Clients Financing Solutions- Capital Call Bridge Lines of Credit- GP Commitment Facilities- Management Company Facilities- Portfolio Company Debt Facilities(guaranteed by the Fund)- Bridge Financing for LiquidityEvents for Funds (Portfolio ValueSupported Credit) SVB Online Services Current and Deposit Accounts Payments Letters of Credit Cards Foreign Exchange Experienced Client AdvisoryServices TeamContact UsAllan Majotra E: amajotra@svb.com T: 44 (0)20 7367 7878Namita Anand E: nanand@svb.com T: 44 (0)20 7367 7892SVB UK* SVB Capital is a division of SVB Financial Group and the entities managed by SVB Capital are non-bank affiliates of Silicon Valley Bank. Products and services offered by SVB Capital are not insured by the FDIC or any other Federal Government Agency and are notguaranteed by Silicon Valley Bank or its affiliates. Silicon Valley Bank is authorised and regulated by the California Department of Financial Institutions and the United States Federal Reserve Bank; authorised by the Prudential Regulation Authority with number 577295;and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. 2014 Silicon Valley Bank. All rights reserved.TechnologyLife ScienceCleantechPrivate Equity & Venture Capitalwww.svb.com/ukUK Branch March 2014
ContentsXxxxxxxIntroduction4Foreword5Fund and financing structure7Limited Partnership Agreement, fund documentationand underwriting9Facility agreement14Security20Alternative facilities213
IntroductionWelcome to the Guide to Private Equity Fund Finance, the latestin a series of guides produced by the BVCA designed to act as anintroduction to investment strategies and new markets.Equity bridge facilities are being offered by an increasing number of financial institutions and areplaying an important role in a number of UK private equity transactions. Equity bridge facilities provideshort-term financing to facilitate an acquisition when funds were not yet accessible to a seller. Thereare many considerations to be taken into account by private equity practitioners contemplating thisform of financing, and it is critical that both they and their advisers have an understanding of thegeneral terms, specific risks and overall process.This guide is intended to provide an overview of the topic and to review the end-to-end process forestablishing a private equity bridge facility. Drawing upon the knowledge of experienced practitionersand advisers, this guide examines key characteristics, considerations and issues relating to executingan equity bridge financing transaction and how best to mitigate risks. It also provides useful technicalguidance for fund managers and advisers relating to due diligence, fund documentation and thepreparation of a facility agreement.We would sincerely like to thank our sponsors, Reed Smith and Silicon Valley Bank, for their expertiseand assistance in producing this guide.Tim HamesDirector GeneralBVCA4Private Equity Fund Finance
ForewordEquity bridge facilities – also known as capital call or subscriptionline facilities are facilities which are provided to private equity, realestate or other funds usually secured against the Limited Partnercommitments in the fund.These facilities are different from corporate facilities which are usually provided to operatingcompanies or holding companies owned by the sponsor and which are secured against the assets ofthe operating group.The banks’ primary recourse on equity bridge facilities is to the Limited Partners who have investedin the fund. In order to ensure that the General Partner or the investment manager, as the case maybe, of the fund serves drawdown requests in a timely manner to Limited Partners, the bank is usuallygiven a security assignment and/or power of attorney in order to ‘step into the shoes’ of the GeneralPartner or the investment manager to make sure drawdowns are made in the event that the GeneralPartner or investment manager fails to do so.Equity bridge facilities were traditionally put in place in order to provide the fund with the certainty thatwhen the date for an investment arrives, the required funds were available and that there was no riskof a shortfall for any reason. Although this is still one of the principal motivations of a fund for puttingin place these types of facilities, such facilities may also serve a number of other purposes. Some ofthese purposes are briefly described below.Equity bridge facilities have been made available to funds to allow letters of credit to be issued infavour of a potential seller to guarantee any potential break fee that may be payable by the fund in theevent that the fund does not proceed with the purchase of an investment. Equity bridge facilities workwell in this situation as the letter of credit does not need to be outstanding for too long.If the fund proceeds with the purchase then the letter of credit is cancelled. If the fund walks awayfrom the acquisition and therefore is liable to pay the break fee to the seller, the seller can call on theletter of credit against the bank and the bank can be repaid through a drawdown against LimitedPartners in the fund. Similarly, letters of credit may also be issued to support the fund’s contingenciesas a seller (in lieu of escrow arrangements) or to enhance a portfolio company’s financing capabilities.Equity bridge facilities have been provided in order to bridge monies that the seller on an acquisitionis entitled to but which are not yet available. For example, there may be a tax credit that has beenincurred in relation to a period prior to the acquisition date but which will not be obtained by therelevant tax authorities until post-acquisition. In this instance the bank may be willing to fund theamount of the credit to allow the seller to take receipt on the acquisition date and then look torepayment of the facility when the tax refund comes in. If such a refund is not obtained beforethe loan repayment date, the bank can force the General Partner or the investment manager todrawdown from the Limited Partners to fund the repayment if relevant.Increasingly equity bridge facilities and other funds facilities are being put in place for a number ofother general purposes. For example, they may be used to effectively provide debt to the fund, toprovide lines of credit that do not need to be repaid for longer periods to facilitate the fund’s ability topool its investments, to make follow-on investments, to bridge co-investments and to provide liquidityto managers and General Partners pending receipt of their fees.Certain institutions in the market have been able to differentiate themselves and obtain newbusiness by extending the repayment terms of such facilities. These financial institutions will haveundrawn Limited Partner commitments, in addition to other potential security given by the fund orits subsidiaries (e.g., share charges, assignment of intercompany loans, etc.). If longer term facilitiesForeword5
are provided by these institutions then certain tax (e.g. Unrelated Business Taxable Income) andregulatory issues will need to be considered by the fund before entering into such facilities.There are certain funds, particularly emerging market funds, which draw down from Limited Partnersin a liquid currency such as dollars, euros or sterling, but are required to make investments in illiquidcurrencies with significant volatilities. An equity bridge allows the fund to proceed with the investmentand issue a capital call when the exact funding requirement from its Limited Partners becomes known.For real estate funds in particular, an equity bridge facility allows the fund to have short term financinguntil more permanent financing is put in place once the asset has been acquired and repositionedin the acquiring group. Such facilities may also be useful for development finance where the facilityis put in place during the development phase on a real estate transaction and as a backstop toconstruction debt.For certain active credit funds, fund of funds, venture or growth funds who may need to makeinvestments on a frequent basis, an equity bridge facility allows such funds to ‘batch’ or ‘consolidate’capital calls, so as to avoid drawing down on investors too regularly.An ever increasing number of banks and other financing institutions are providing these types offacilities as the advantages become more and more apparent. Financial Institutions, are also offeringthese facilities in order to develop stronger relationships with principals of the funds. Consequently,it may be the private wealth side of financial institutions who may also make these facilities available.This allows such institutions to cross-sell their corporate and investment banking, asset managementbusiness, FX capabilities and other services that they offer.For other institutions a clear policy decision has been made to lend in this area on the basis that suchloans provide substantial collateralisation so that the risk of a non-payment default is very low. Thereis another category of institution that will consider making available such facilities in order to providefinancing solutions for bespoke transactions. Such institutions may, in addition to a simple equitybridge facility, provide facilities to the manager, the General Partner, a co-invest vehicle or even to aLimited Partner itself.Unlike a simple corporate loan transaction, an understanding of fund structures and the variationsthat exist, and bespoke credit underwriting is essential. The interaction between the various funddocumentation of the Limited Partnership Agreement, Investment Management Agreement andCo-investment Agreements are crucial, as is a thorough and deep understanding of the status andpowers of the General Partner, investment manager, Limited Partners and any co-investment orsponsor vehicle. This is a very specialist area of debt finance with a small group of banks and lawfirms who have a thorough knowledge and appreciation of the risks, issues and solutions associatedwith it.The purpose of this guide is to set out the key considerations when carrying out an equity bridgefinancing transaction, to highlight some of the most significant issues and to provide our view on howto remove or mitigate risks that may exist on a financing of this nature. We also set out some of thekey considerations on the funds side and the concerns a fund will need to deal with when taking outsuch a credit line.Leon StephensonPartner, Banking & Finance,Reed Smithlstephenson@reedsmith.com6Allan MajotraDirector of Private EquityFinance and Banking,Silicon Valley Bankamajotra@svb.comPrivate Equity Fund Finance
Fund and financing structureThe starting point from the lender and their lawyer’s perspective is tounderstand the fund’s structure in detail.Very often the lender’s lawyers will need to carryout a high level review of the fund structureeven before heads of terms are finalised. This isbecause the structure can influence the basicterms of the financing, including:n Which entity will borrow the debt;n Whether any guarantees will be requiredfrom the fund or other entities and if so willthere need to be any limitations on suchguarantees;n The maturity of the facility and therepayment terms;n The timing for the limited partners to fundtheir commitments following receipt from thegeneral partner or the investment manager, asthe case may be, of a draw down request;n Whether a security assignment or otherform of security can be granted in favour ofthe bank.An English law established fund is oftenset up as a Limited Partnership under theLimited Partnership Act 1907 (see diagramon page 8). Limited Partnerships have twotypes of partner, a General Partner andLimited Partners. The principal constitutionaldocument of a fund will be the LimitedPartnership Agreement and under thisdocument the Limited Partners will committo invest funds into the partnership whendrawdowns are made on them.The General Partner will usually have primaryresponsibility for the day-to-day running ofthe fund and to issue drawdown requeststo Limited Partners. Often a fund will have aparallel fund structure under which certaininvestors will invest in one fund, say fund A,and certain investors will invest in the otherfund, say fund B. There may be tax and otherreasons why it may be preferable to set upthe fund structure with parallel funds. Oftenthe parallel funds will invest jointly into aninvestment pro rata to the total Limited Partnercommitments in each of the funds.Fund and financing structureIf the bank is lending to more than one fundthen a number of questions will need tobe answered with respect to the financingstructure. The banks starting position maybe that all of the funds should be fully jointlyand severally liable as guarantors for all ofthe borrowings of each of the different funds.The funds, however, may have co-investmentarrangements in place that make it difficult foreach fund to give unlimited cross-guarantees ofthis nature. It may be that the lender will insiston sub-limits on the tranches provided to eachfund to ensure that if the guarantees are limitedit will never be out of pocket. Sometimes thelender may require a direct agreement fromeach of the funds to the lender stating thateach fund will make whole any defaults by anyof the funds via the issuance of drawdownnotices to its Limited Partners for the shortfall.There are some fund structures where there isa co-investment vehicle or sponsor entity thatco-invests simultaneously into investments (seediagram on page 8). Some financial institutionswill be willing to provide equity bridgefacilities against these co-investment/sponsorcommitments as well. The fund documentationand structure needs to be reviewed verycarefully by both the banks’ and funds’ lawyersto ensure that such financing is permitted andthat effective security can be granted over“ If the lender is lending to morethan one fund then a numberof questions will need to beanswered with respect to thefinancing structure”7
these co-invest/sponsor commitments as wellas over the limited partner commitments.Some financial institutions prefer to set up‘umbrella’ facilities pursuant to which there willbe one facility agreement and schedules ofterms appended for each financing by one ormore funds. The interaction between differentfunds, their respective Limited PartnershipAgreement and the ability of each fund tofinance the shortfall of another fund needs tobe looked at carefully.Sometimes the fund or the lender may requirethat the debt is borrowed by a special purposevehicle (SPV) or an entity other than the funditself. In this instance the lender will needto obtain a guarantee from the fund for theborrower’s indebtedness. The fund itself mayhave restrictions on borrowing directly or mayprefer for tax or other reasons that the debt isprovided to an SPV that it controls.It is sometimes the case that the GeneralPartner has delegated to the investmentmanager its rights under the LimitedPartnership Agreement to drawdown from theLimited Partners. This delegation may be setout in the Investment Management Agreement,a separate delegation instrument or elsewhere.If this is the case then it is very important forthe lender to ensure that it has the necessarycontrols over the investment manager and hasan security assignment of this ‘delegated’ rightto drawdown from Limited Partners, togetherwith any other ancillary rights it may have haddelegated to it. The investment manager isoften a financial services regulated entity (FCAregulated if it carries out activity in the UK) andso it is important for the bank that this entitycontinues to perform its general investmentfunctions, as well as being able to drawdownfunds from Limited Partners if it has beendelegated this right.Example of a fund and financing structureDelegationGeneral d Partnership(Fund)Limited Security Private Equity Fund Finance
Limited PartnershipAgreement, funddocumentationand underwritingA relatively detailed legal due diligence and specialised underwritingand structuring exercise will need to be carried out by the lender andits lawyers on the fund and the documents that it has entered intoprior to any equity bridge facility being made available.Typically this due diligence will focus on:n The Limited Partnership Agreement (LPA)relating to the fund (and, in particular, theGeneral Partner’s powers under the LPA);n Side-letters and subscription agreements;n The Investment Management Agreement;n Co-investment and feeder fundarrangements;n The identity of the borrower (if it is not thefund itself) and the identity and financialstanding of the Limited Partners;n The constitutional documents of the GeneralPartner and investment manager.With regard to the LPA, the lender’s lawyersshould focus, in particular, on a number of itemshighlighted below.Term and commitment periodThe lender’s lawyers should review the LPA tofind out the term of the fund (that is, the lengthof time for which it has been established) andthe commitment period during which the LimitedPartners are obliged to make available theircommitments to the fund. Understandably thelender will be keen to ensure that both the termof the fund and the commitment period are aslong as possible and, in any event, extend wellbeyond the final repayment date of the facility(unless there are certain provisions allowing theGeneral Partner to continue to draw down fromLimited Partners for follow-on investments or topay expenses of the partnership).General Partner’s powersThe lender’s lawyers should review the GeneralPartner’s powers under the LPA. Such powersmay have been delegated to an investmentmanager and if so full diligence needs to becarried out on the delegation terms and thepowers of the investments manager (See thechapter entitled ‘Security’, on page 20)Drawdown and enforcement powersThe core of the lender’s security packageis security over the General Partner’s rightsagainst the Limited Partners, through eitheran assignment by way of security, a powerof attorney or a combination of the two (Seethe chapter entitled ‘Security’, on page 20).Therefore it is imperative that the LPA providesthe General Partner and, in turn, the lender,with adequate powers of recourse against theLimited Partners. As a minimum the lender willwant the General Partner to be able to:n Make calls on undrawn LP commitments(that is, require the Limited Partners to makea capital contribution to the fund);n Issue and deliver drawdown notices to theLimited Partners;n Require non-defaulting Limited Partners tomake up any shortfall arising as a result ofother Limited Partners not funding their LPcommitments;n Enforce certain penalties against defaultingLimited Partners.Limited Partnership Agreement, fund documentation and underwriting“ The core ofthe lender’ssecuritypackage issecurity overthe GeneralPartner’srights againstthe LimitedPartners”9
Permission to enter into financedocumentsThe LPA should also be checked to ensurethat it permits (and/or does not contain anyrestriction preventing):n The fund (acting by the General Partner)entering into the facility agreement;n The General Partner, on behalf of the fund,granting the security required by the lender.Limited Partners’ excuse,cancellation and transfer rightsThe lender’s lawyers’ review of the LPA shouldalso focus on the circumstances in which limitedpartners can exercise their ‘excuse rights’ (Seethe chapter ‘Facility Agreement’, and the sectiononthresholds on page 14, below). Typically, theLPA will allow a Limited Partner to be excusedfrom making its LP commitment in certaincircumstances, (in which case, such LimitedPartner is commonly referred to as an ‘excusedpartner’). As the lender’s main security is over theGeneral Partner’s ability to drawdown funds fromthe Limited Partners, it will want to ensure thatthe circumstances in which a Limited Partner isexcused from complying with a drawdown noticeare as narrow as possible. The lender’s lawyersshould also check the circumstances in which a10Limited Partner’s commitment can be transferredor cancelled as these raise similar issues tothose raised by excuse rights. In the case of atransfer, however, the lender’s main concernwill be to ensure that the financial standing andcommitment of the Limited Partners remainslargely the same or of similar quality throughoutthe life of the facility. This is because the identityof the Limited Partners goes to the value of thelender’s security and is a key factor on which thelender will have based its decision to lend.Restrictions on distributions toLimited Partners and subordinationThe market practice in the UK may make itdifficult for a lender to obtain a consent letterfrom the Limited Partners under which theyagree that payments to them from the fund willbe subordinated to the payments owed to thelender. Under such a letter the Limited Partnerswould agree that, if an event of default under thefacility agreement is continuing or if there is aninsolvency event affecting the fund, the lender’sright to ensure that drawdown notices areissued on the Limited Partners requiring them tofund LP commitments in an amount sufficient torepay outstanding amounts takes priority overthe Limited Partners’ rights to be repaid theirfunded LP commitment.Private Equity Fund Finance
Instead the lender often relies on the waterfallprovisions in the LPA- that is, the pre-determinedflow of funds and priority of distributions amongthe parties. Ideally, the LPA should specify thatno distributions to the Limited Partners or otherpersons can be made until the facility and otherliabilities of the fund have been repaid in full.obligations, security over a General Partner’s orinvestment manager’s rights in relation to theseobligations needs to be taken so that the lendercan ultimately step into the shoes of the GeneralPartner or investment manager to draw downthese co-investment monies.Removal of General PartnerThe lender’s lawyers should identify thecircumstances in which the General Partnercan be removed or can incur liability under theLPA. Furthermore, it is important to understandthe mechanism and timing for replacing theGeneral Partner and if under the law of the fundsestablishment a general partner needs to bereplaced within a certain amount of time.The fund may have one or more feeder fundsas Limited Partners of it. If this is the case fulldue diligence on the feeder fund entities andthen Limited Partners of the feeder fund willbe required. The lenders may want to takesecurity at the feeder fund level including overthe General Partners of the feeder fund’s rightto drawdown commitments from the LimitedPartners in the feeder fund.Side-letters and subscriptionagreementsThe borrower and the LimitedPartnersThe lender’s lawyers should review any sideletters and subscription agreements to check ifthey give a particular Limited Partner additionalrights to those given to the Limited Partnersgenerally in the LPA, for example to:As with any form of debt finance, the lenderwill need to carry out due diligence on theborrower. If a separate borrowing vehicle is usedrather than the fund, the lender will need todo due diligence on this vehicle as well as duediligence on the fund. Additionally, because thelender’s only recourse in economic terms is tothe Limited Partners, it needs to carry out duediligence on the limited partners. Typically, thisinvolves a review of their identities, addressesand the size of their LP commitments, bothindividually and in relation to the overall size ofthe fund. Some lenders may give all or someof the Limited Partners (for example, the largerinvestors on which it will be particularly relyingin terms of its security) a rating to assist thisanalysis. These ratings will be used by thelender in its credit assessment of the transactionand effectively ‘value’ those investors whichare given such a rating. The facility agreementmay be drafted in such a way that the lenderis only really lending against certain ‘Rated’ or‘Qualified’ Limited Partners that the lender iscomfortable with respect to their identity andcredit worthiness.n Be excused from funding amounts setout in drawdown notices issue for certaininvestments;n Be subject to lower or different penalties; andn Transfer its partnership interest (in particular,its undrawn LP commitment).Management agreementIf appointed by the General Partner, the managerwill carry out management responsibilitiesand duties that are otherwise imposed on theGeneral Partner by the LPA, as if it were theGeneral Partner. As a result, where appropriate,the lender will want to ensure that the manageris a party to the facility agreement, and that themanager also gives security in favour of thelender over its rights against the Limited Partnersand sponsor (or other co-investor). In the sameway as for the General Partner, the lender shouldexamine carefully the circumstances in which themanager can be removed and replaced.Feeder fund arrangementsCo-investment arrangementsThe lender’s lawyers’ review of any coinvestment arrangements should focus on howthe sponsor’s (or other co-investor’s) obligationto co-invest arises and the mechanism by whichthe fund can request and draw in monies fromthe sponsor (or other co-investor). If the lender isfinancing against the co-investor’s co-investment“ It is important to understand the mechanism andtiming for replacing the General Partner”Limited Partnership Agreement, fund documentation and underwriting11
Underwriting of equity bridge facilitiesThe essential elements from the standpoint ofmost lenders’ underwriting criterion will be theLimited Partners and the reputation and trackrecord of the General Partner of the fund. Thelenders will look to analyse the Limited Partnersbase, across the following criterion:n Strength of the Limited Partners Thelenders will generally analyse the LimitedPartners in the context of their size (assetsunder management) and allocation to theprivate equity asset class. Most lendersare very sensitive to the percentage ofcommitments from family offices or high networth individuals, preferring the institutionalLimited Partners, such as pension funds,endowments, sovereign funds, etc. overindividual investors. Some large institutionalisedfamily offices, with long track records in privateequity investing, may be viewed like any otherinstitutional investor. The key concerns inrelation to the non-institutional investor basestem from their commitment to the assetclass and their financial capacity to meet theirobligations to the fund on a timely and ongoingbasis. The lenders may address this situationby allowing lower advance rates against theremaining callable capital or shorter repaymentterms and by structuring the credit to allowfor a larger or longer Limited Partner defaultbuckets.n Commitment to fund The lenders’analysis also takes into account the size ofindividual Limited Partner commitments asa percentage of overall fund size. Significantconcentrations or oversized commitmentscan raise red flags, including the inability ofother Limited Partners to absorb defaultsor to significantly influence the fund or theother investors. The lender may also remedythis by allowing a lower advance rate or alower credit facility amount. The lenders alsolike to see a high percentage of repeatingLimited Partners in follow-on funds, raisedby established private equity firms.n Commitment to industry As part of theLimited Partner analysis, the lenders willlike to get comfortable with the investors’commitment to the private equity industry,including their overall allocation to the privateequity asset class, the length of time they havebeen investing in the space and their overallinvestment mandate within the asset class.12n Performance Lenders like to see consistentand timely performance by the LimitedPartners and will review historical capital callsto identify delays or defaults.Life stage of the fundIt is important for the lenders to have a fullunderstanding of the status of the fund in itslife-cycle from the standpoint of the underwritingand structuring of the credit facility.n Deployed capital Lenders would usuallylike to see a certain percentage of capitalhaving been called and invested by a givenfund. This is particularly important for firsttime funds or unproven investment strategiesby seasoned managers. Deployed capitalreflects both the Limited Partners’ ‘skin inthe game’ and their buy-in on the investmentthesis. In the case of funds with lessestablished investors, the lenders may like tosee a higher percentage of deployed capital.If the fund is still fundraising, it is importantfor the lenders to have full understandingof the viability of the fund, nature of theinvestor base,
Private Equity Fund Finance Introduction Welcome to the Guide to Private Equity Fund Finance, the latest in a series of guides produced by the BVCA designed to act as an introduction to investment strategies and new markets. Equity bridge facilities are being offered by an increasing number of financial institutions and are
CIBC Balanced Fund . CIBC Dividend Income Fund. 3. CIBC Dividend Growth Fund. 3. CIBC Canadian Equity Fund. 3. CIBC Canadian Equity Value Fund. 3. CIBC Canadian Small-Cap Fund . CIBC U.S. Equity Fund. 3 CIBC U.S. Small Companies Fund. 3. CIBC Global Equity Fund . CIBC International Equity Fund. 3. CIBC European Equity Fund. 3. CIBC Emerging .
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All contiguous periods from 1996 to 2015 show a private equity PME 1 except for 2006 to 2015 Kaplan: " Phalippou's definition of private equity is too broad" Phalippou's private equity universe includes real assets, real estate, infrastructure and energy. When private equity is defined just as buyout, growth equity and venture capital
A private equity investment is typically made through what is known as a private equity fund. A private equity fund is a pooled investment into an unlisted company, it is an agreement between the general partner (GP), who manages the fund, and the limited partners (LP) that are the primary investors in the fund.
