Structuring Umbrella Credit Facilities in Fund Finance: Multiple Funds With Different Borrowing Bases
Drafting a Single Credit Facility With Distinct Covenants, Reps and Warranties, and Events of Default for Each Borrowing Base
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss the structuring of credit facilities comprised of multiple funds having similar sponsorship but different borrowing bases. The panel will discuss how the fund group concept should be documented to provide a single credit facility with distinct covenants, reps and warranties, and events of default applicable to each borrowing base.
Outline
- Umbrella facilities: multiple borrower bases and the fund group concept
- Advantages and disadvantages of the umbrella structure
- Documenting umbrella facilities
- Types of fund groups
- Multiple borrowers with a shared borrower base
- Multiple funds with common investor(s) but each with a different borrower base
- Funds with capital commitments and assets segregated within the partnership agreement
- Luxemburg umbrella
Benefits
The panel will review these and other key issues:
- When is an umbrella facility a desirable option for a borrower or a lender? What are the pitfalls?
- In structuring the facility, what kinds of amendments must be made to each fund's partnership documents?
- How should the loan documents address partial ownership of multiple assets by multiple funds?
- How do the different types of fund groups affect the deal structure?
Faculty
Thomas Draper
Partner
Foley Hoag
Mr. Draper is Co-Chair of the firm’s Debt Finance Practice. As one of the leading finance lawyers in New England,... | Read More
Mr. Draper is Co-Chair of the firm’s Debt Finance Practice. As one of the leading finance lawyers in New England, he represents a number of companies and private equity sponsors in a range of acquisition financing transactions, including asset-based credits and large syndicated term loans. Mr. Draper has considerable experience representing borrowers in a variety of debt transactions, from acquisition finance to bank credit facilities to high yield bonds. He also represents fund lenders in senior, second-lien and mezzanine loans. In the fund borrower area, Mr. Draper is a national leader. He has spoken on several panels and has worked on dozens of capital call facilities, portfolio leverage and liquidity financings for private and registered funds.
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Monika Singh Sanford
Partner
Haynes and Boone
Ms. Sanford is a partner in the Finance Practice Group of Haynes and Boone. Her practice is focused on the... | Read More
Ms. Sanford is a partner in the Finance Practice Group of Haynes and Boone. Her practice is focused on the representation of financial institutions and borrowers in commercial loan transactions. Ms. Sanford has experience in representing lenders with negotiating and documenting loans to real estate private equity funds in connection with subscription secured financings as well as negotiating and documenting other secured and unsecured transactions. Additionally, she has represented borrowers in intercreditor relationships and in subordinated financing transactions, and has represented issuers in connection with offerings of senior secured notes.
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Ramya S. Tiller
Partner
Debevoise & Plimpton
Ms. Tiller leads the firm’s Fund Finance Group in New York. Her practice covers a broad range of financings,... | Read More
Ms. Tiller leads the firm’s Fund Finance Group in New York. Her practice covers a broad range of financings, including complex acquisition and leveraged transactions, fund finance transactions and other alternative capital transactions. Ms. Tiller has extensive experience in borrower and lender-side fund finance and structured finance transactions, regularly representing clients in PE NAV facilities, secondaries and credit fund NAV facilities, subscription credit facilities, GP financings and collateralized fund obligations. She also regularly represents insurance companies in multiple financings, including those related to reinsurance sidecars, and other transactions. Mss. Tiller is a frequent speaker on finance-related topics and routinely writes on fund finance topics.
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