Private Equity Fund Restructurings: Due Diligence, Sponsor Fiduciary Concerns, Key Deal Points for New Investors
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine various issues sponsors must consider in restructuring an investment fund. The panel discussion will include the threshold due diligence to conduct, the fiduciary duty the sponsor owes existing investors, and the deal points to resolve with incoming investors.
- Fund restructuring: general framework, benefits
- Due diligence and threshold concerns
- Sponsor fiduciary duties and conflicts of interest
- New fund terms
- Distribution waterfalls
- Additional capital contributions
- Portfolio investments
- Governance, reporting, voting
- Tax ramifications for sponsors and investors (old and new)
- SEC regulatory scrutiny
The panel will review these and other critical issues:
- When is restructuring preferable to a secondary market transaction when a fund has come to the end of its term?
- How might the sponsor’s objectives differ from those of the existing investors, and how should conflicts of interest be disclosed?
- What deal terms are likely to vary from the initial fund agreement, and when should they be negotiated?
- How will tax reform affect incoming and outgoing investors?
Michael D. Belsley
Kirkland & Ellis
Mr. Belsley's practice involves structuring, negotiating and documenting complex business transactions, including... | Read More
Mr. Belsley's practice involves structuring, negotiating and documenting complex business transactions, including strategic and leveraged acquisitions, recapitalizations and divestitures, formation and governance of private equity funds (including primary investments in and secondary market sales of private equity fund interests), venture capital investments, mezzanine debt financings, equity financings and corporate governance matters. He regularly represents buyers and sellers, as well as market intermediaries, in their secondary market activities. His secondary market experience includes traditional portfolio sales, structured secondaries, synthetic secondaries, captive fund spin-outs, stapled secondary offerings, fund recapitalizations and restructurings, follow-on funding secondaries and orphaned asset sales in a variety of asset classes, including the venture capital, leveraged buy-out, special situations and real estate sectors. He also frequently represents both private equity fund sponsors and investors in private equity fund formations, fund-level restructurings and governance matters.Close
Kirkland & Ellis
Mr. Butler's practice focuses on the tax aspects of complex business transactions and reorganizations, with a... | Read More
Mr. Butler's practice focuses on the tax aspects of complex business transactions and reorganizations, with a particular concentration on private equity and real estate fund formation, infrastructure and renewable energy investments, real estate joint ventures, mergers and acquisitions, and bankruptcy restructurings. He is a published author and frequent speaker on tax issues.Close
Kirkland & Ellis
Mr. Schlaphoff’s practice focuses on complex regulatory, compliance and structuring matters for sponsors of a... | Read More
Mr. Schlaphoff’s practice focuses on complex regulatory, compliance and structuring matters for sponsors of a wide range of investment vehicles, including both private funds and registered funds. Prior to joining Kirkland, Mr. Schlaphoff was most recently an attorney fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission. At the SEC, Mr. Schlaphoff advised various SEC divisions and offices, including OCIE and Enforcement, on interpretive matters under the Advisers Act, as well as on market practice in the private equity and hedge fund industries. In addition, he contributed to a diverse range of policy and legal matters relating to investment advisers and investment vehicles subject to SEC regulation, including liquid alternative mutual funds, closed-end funds and ETFs.Close