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A Private Equity Fund is an entity created to pool money from multiple investors, often referred to as limited partners. Each investor makes an investment in the fund by purchasing an interest in the fund entity, and the adviser uses that money to make investments on behalf of the fund. Traditional Private Equity funds typically invest in businesses in exchange for equity and some firms specialize in particular industries or in companies at a certain stage (for example, early, mature, or later stage).

Under the Investment Company Act of 1940, Private Equity Funds are generally not required to be registered or regulated as investment companies under the federal securities laws. 

Private funds are Generally structured to qualify for one of the following exclusions from the definition of investment company:

· Traditional 3(c)(1) Fund (no more than 100 beneficial owners)

· 3(c)(7) Fund (limited to qualified purchasers)

· 3(c)(1) Qualifying Venture Capital Fund (no more than $10M from no more than 250 beneficial owners)

We offer deep and timely knowledge of the increasingly complex regulatory landscape, including SEC, CFTC, FINRA and AIFMD requirements and exemptions. We help clients develop and implement effective compliance programs and have advised a significant number of private fund sponsors undergoing SEC examinations. 

  Private Credit generally refers to a loan extended by the Private Credit Fund to a privately held company. Private Credit Funds may have an investment objectives or strategies that focus on companies in certain sectors, industries, geographic regions, size ranges or stages of development or operations, or on certain types and sizes of investments. They often provide capital to companies that may not otherwise be able to access the traditional loan market. Repayment of the loan is often secured by a pledge of the borrower’s assets. These loans and other financings may take the form of senior, mezzanine, subordinated, junior, convertible, or other loans, collateralized loan obligations, loan participations and debt investments (which can be either secured or unsecured) in portfolio companies, although the applicable fund may make certain equity or equity[1]like investments and may hold equity as a result of a restructuring. Private credit funds may purchase loans on a primary basis or in the secondary market, and may include term loans, fixed or variable rate loans, and lines of credit.

We can represent the full range of participants in the structured finance industry in connection with a broad range of secured and unsecured, asset-based, market value and cash flow transactions, including:

• Asset-Backed Commercial Paper and Term Debt Transactions

• Commercial Paper Conduit Transactions

• CLO and CDO Transactions, including Synthetic Transactions

• Commercial Lending, including Syndicated Revolving Credit and Term Loan Facilities and Letter of Credit Facilities

• Public and Private Offerings of Pass Through and Pay Through Securities

• Project Finance

• Synthetic and Structured Derivatives Products

We can assist with effecting the purchase by or pledge to commercial paper conduits of a wide variety of asset types, including trade receivables, portfolios of funds and investment companies, credit card receivables, equipment lease receivables, loan assets, motor vehicle lease receivables, retail installment contracts, unfunded capital commitments, mortgage loans, asset-backed securities, mutual fund distribution fees, equity securities, motion picture and television broadcast rights receivables and lottery receivables.

The Fim may also draft and negotiate revolving loan commitments, letters of credit, surety bonds, credit default swaps and other forms of first loss protection, liquidity support and credit enhancement to support various types of asset-based financings.

Representing financial institutions in connection with acquisition and warehousing of assets for subsequent securitization.

Representing participants in the primary, secondary and distressed debt markets in the acquisition, disposition and restructuring of asset backed securities of all types

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A Real Estate Fund is a specific type of investment vehicle with multiple investors that focuses on purchasing and managing income-producing real estate assets. In its simplest form, a real estate private equity fund is a partnership established to raise equity for ongoing real estate investment. A general partner which can be referred to as the sponsor, creates the fund. The sponsor asks investors, known as limited partners to invest equity in the partnership. Those funds, along with money borrowed from banks and other lenders, will be invested in real estate development or acquisition opportunities. These funds can be public, traded on major exchanges, or private, with access often limited to accredited and institutional investors.

The assets of a Real Estate Fund can include commercial buildings, residential properties, and mortgages, among others. Investors are offered a way to access the real estate market with a smaller capital outlay, enjoying the benefits of diversification.

At the outset of a fund, the sponsor will dictate the term, or duration, or the fund. Real estate is generally considered a long-term asset class, and fund investments tend to have longer time horizons than single deal investments. Most often, the length of the agreement is from five to ten years, although some funds are “evergreen” with no specified termination date. Additionally, many funds have optional term extensions, which may or may not require the approval of investors. It is common to see two, one-year extensions at the discretion of the sponsor; this allows for flexibility on fund liquidation, so that funds are not forced to sell assets in adverse economic conditions strictly because of the fund term. The term length should be consistent with the specific fund’s strategy, and must be clearly outlined in the fund’s governing legal documents.