Structuring and Documenting Subscription Facilities
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss the structuring of subscription credit facilities, with a focus on partnership agreement provisions that provide financing flexibility, defining borrowing base and exclusion events, loan covenants particular to subscription facilities, and lender remedies. The panel will also discuss certain aspects of fund structures that drive loan agreement terms and related costs.
- General structure and uses of a subscription facility
- What are common "bankable" provisions and the effect of side letters?
- When are investor letters still employed?
- Ins and outs of subscription line borrowing bases
- What are some common representations and covenants unique to subscription line loan documents?
- What are the benefits and limitations of perfecting liens under the UCC?
- What are some common drivers of cost?
The panel will review these and other critical issues:
- How can a subscription facility benefit a fund and its investors?
- What kinds of conditions or circumstances that might be considered exclusion events are in defining the borrowing base?
- What investor reps and warranties are considered standard in subscription facilities?
- How is UCC perfection achieved in a subscription credit facility?
Javier E. Martinez
Mr. Martinez’ primary focus is in representing lenders and some borrowers in secured transactions at all stages... | Read More
Mr. Martinez’ primary focus is in representing lenders and some borrowers in secured transactions at all stages of the deal, from negotiating term sheets to booking loans to various forms of workouts including preparing for structured bankruptcies. He routinely represents clients in syndicated commodities finance transactions, other traditional asset based loans, and other loans with unique collateral issues like media loans and subscription lines for funds. Mr. Martinez also has extensive experience in complex commodities swap and hedging intercreditor issues faced by senior lenders and cross-border transactions with an emphasis on Latin America, having represented clients in both multi-jurisdictional loan and merger transactions.Close
Ellen Gibson McGinnis
Haynes and Boone
Ms. McGinnis is recognized for her critical thinking in structuring, and practical advice in execution of, financing... | Read More
Ms. McGinnis is recognized for her critical thinking in structuring, and practical advice in execution of, financing transactions for lenders, focused in particular on subscription-secured credit facilities, having worked on the product since its initial development in the late 1980’s. She is co-chair of the firm’s Fund Finance Practice Group, for which Haynes and Boone is trusted counsel for U.S. and foreign commercial and investment banks as lenders to private equity funds. Ms. McGinnis has recently represented a number of clients in hybrid collateral facilities, and works on many of the practice’s international and multi-currency transactions.Close
Fried Frank Harris Shriver & Jacobson
Mr. Sysel represents sponsors, borrowers, arrangers and lenders on a wide variety of financing transactions primarily... | Read More
Mr. Sysel represents sponsors, borrowers, arrangers and lenders on a wide variety of financing transactions primarily in connection with fund formation, as well as leveraged acquisitions, spinoffs, recapitalizations and restructurings, across a broad range of industries. He has extensive experience in structuring, negotiating, documenting and executing complex financings, including syndicated senior facilities, mezzanine facilities and private debt placements. Mr. Sysel's work includes unsecured and secured first and second lien facilities, both cash flow-based and asset-based, with particular focus on fund subscription facilities and other types of investment fund leverage.Close
Fried Frank Harris Shriver & Jacobson
Ms. Go represents investment management firms, investment banks, private equity sponsors and other financial... | Read More
Ms. Go represents investment management firms, investment banks, private equity sponsors and other financial institutions in a wide range of financing transactions in connection with fund formations and leveraged acquisitions. She also has extensive experience in advising private equity and credit funds in connection with financings incurred by the funds and their portfolio companies.Close