Private Funds
What does our private funds team offer?
Private funds is a key practice area for Freeths. Our dedicated funds team has experience in structuring investment funds across the private equity, debt, infrastructure and real estate spaces. We provide a ‘cradle to grave’ service, not only helping fund managers with capital raising, but also on operational matters, investor relations issues, restructurings and wind down.
In addition, we advise on bespoke co-investment arrangements, implementation of parallel structures, ‘funds of one’ and managed account arrangements, as well as secondary sales.
The team also has extensive experience of advising institutional investors on their participations in private funds – across the UK, EMEA and APAC market spaces.
Our financial services team advises on a broad range of regulatory issues affecting fund managers and is well accustomed to helping clients navigate the complex (and continually evolving) regulatory environment in which they operate. We regularly advise on the application of FSMA, FCA rules and guidance, AIFMD, MiFID, PRIIPs and other areas of regulation and compliance, as well as corporate governance and best practice.
Our tax specialists are also highly experienced in providing structural solutions to asset managers with a deep understanding of the private equity, infrastructure, real estate and debt asset classes.
We cover all areas of private funds, with a particular focus on private equity, private debt, infrastructure, real estate and impact funds – see more details below.
Why choose our private funds lawyers?
- We work with our clients to help them achieve their objectives, and we try hard to align our interests with theirs. When our clients succeed, we succeed
- We act for GPs, LPs and service providers. This gives us a clear perspective on what matters and a comprehensive understanding of the funds industry, its stakeholders, and how they work together. In addition, having a broad client base gives us extensive knowledge of market terms and customs. We use this to help our clients, taking a commercial and pragmatic approach wherever we can
- Freeths has a deep sector focus and extensive experience advising funds on their investments – including private equity, infrastructure, real estate and debt. We use this sector knowledge to make sure fund structures and terms are fully tailored for the investments the funds will make
- Our clients are at the centre of everything we do, so we strive to understand them, their businesses, and their objectives (whether immediate or long term, and whether specific or thematic). We also ask our clients for feedback – and embrace it – because we believe our clients help make us what we are
Private equity
Our investment funds lawyers have extensive experience advising managers launching private equity and venture capital funds. We cover early stage funds investing at angel and seed stage, through to later stage and growth equity, through to buyout. We are familiar with all common legal forms of funds and their jurisdictions, including Luxembourg, Ireland, Guernsey, Jersey, Cayman Islands, Delaware, and the UK. We understand the challenges involved in raising capital from institutional and other professional investors and we understand their needs and preferences. We are well-versed not just in the classic GP/LP model, but also alternative structures and permanent capital solutions.
In addition, our PE transaction teams advise well known houses on their investments and portfolio company operations. Together, we have a genuine understanding of the private equity market.
We also act for institutional investors investing in private equity and venture capital funds (whether on a primary or secondary basis), so we understand the market and can monitor trends closely.
Private debt
We regularly advise private credit fund managers raising funds. We cover funds providing corporate finance, through real estate finance, asset backed lending, and secondaries, whether in the UK or internationally. We also advise a number of well-known and emerging credit funds, alternative lenders and challenger banks on their lending activities. Working together, we have a deep understanding of the asset class, the needs of lenders, and the challenges faced by borrowers of all types.
We have advised many institutional investors on their participations in private debt funds, so we have a quality understanding of this developing market.
Infrastructure
Our investment funds lawyers have extensive experience advising managers launching infrastructure funds. We have experience advising managers setting up funds to invest in the UK market, Europe and beyond. We have also put together sophisticated managed account programmes for managers, as well as single-deal funds and co-investment sleeves for large assets.
Members of our team have advised market leading institutional investors (including sovereign wealth funds and major pension schemes) on their allocations to infrastructure programmes.
In addition, our infrastructure experts regularly advise funds on their investments in infrastructure projects, as do our Energy team. As such, we have a comprehensive understanding of different types of assets within the infrastructure market, and how infrastructure funds look to invest and deploy their capital.
Real estate
Real estate funds form a key part of our offering. Team members have advised on the launch of a number of real estate funds, investing in core commercial, development, agricultural and residential assets – in the UK, Europe and beyond. We have also acted for sophisticated investors in property funds and managed accounts, negotiating bespoke terms of investment and side letters.
As a firm we undertake large amounts of complex and high value real estate transactional work, including for market leading real estate funds. Working together with lawyers across our network, we provide real estate investment firms with a comprehensive ‘top-to-bottom’ service.
Continuation Funds
Whilst there are many benefits to a continuation fund, there are a number of challenges in structuring them. We have noted some of the key issues for consideration for participants.
SDR & Investment Labels
The FCA has published its consultation on the Sustainability Disclosure Requirements (“SDR”) and investment labels for the UK market. The proposals would require UK asset managers making sustainability-related claims about their products to substantiate those claims.
Notable funds matters which members of our team have worked on:
- Advising a UK manager on establishing a fund focussed on lending to UK SMEs
- Advising a FTSE 100 company on its cornerstone investment in a renewable energy fund and bespoke terms of engagement with the manager
- Advising a leading European infrastructure manager on raising funds for investment in the energy efficiency and transition sectors;
advising a UK venture capital manager on the establishment of a fund investing in UK and European businesses - Advising an institutional infrastructure manager on the establishment of funds investing in core infrastructure assets internationally, as well as singe deal, co-investment and managed account structures
- Advising a UK fund manager on the establishment of a new fund investing in commercial real estate
- Advising a UK real estate manager on forming a social property impact fund
- Advising a market leading institutional investor on the transfer of its portfolio of over 30 fund interests and constitutional arrangements;
advising a fund manager on the establishment of a fund structured as a PCV investing in the financial services sector in Africa - Advising fund managers and family offices on structuring their carried interest, promote and performance incentivisation arrangements
- Advising a UK manager on establishing (and restructuring) funds investing in the clean energy and renewables sector
- Advising a PE house on its second fund focussed on investing in UK SMEs
- Advising a European real estate fund on a sale of the majority interest in the fund management business (and associated change of control issues)
- Advising various managers on bespoke co-investment structures and fund restructurings, as well as operational issues and re-negotiations;
advising major institutional investors, such as sovereign wealth funds, pension funds, government entities and IFIs, insurers, banks, family offices, fund of funds and advisers, on their participations in all types of private funds, co-investments and bespoke management arrangements - Advising institutional asset managers on discretionary managed account and advisory arrangements
- Advising investors and managers on various secondary transactions in private fund interests
- Advising on the launch of a public sector social impact debt fund to invest in social impact projects, involving a joint venture between a wealth management firm and a local authority
- Structuring and documenting a UK social housing fund
- Advising The Fair By Design Fund on the structuring of a new fund providing capita to ventures designed to reduce the poverty premium, involving high profile organisations including Children in Need, Big Society Capital and the Joseph Rowntree Foundation
- Advising Consortium Investment Management LLP on structuring and documenting multiple debt funds focused on the UK residential and commercial real estate sectors; and
- Structuring and documenting an evergreen EIS fund
Meet our team
Chris Freeston
Nottingham Office Managing Partner & National Head of Banking & Finance
Claire Boyce
Partner & Chartered Tax Advisor
Adam Edwards
Partner & Head of Financial Services
Darren Williamson
Partner & National Head of Real Estate
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