Structuring Capital Call or Subscription Loan Facilities for Investment Funds: Strategies for Lenders and Funds

Description

As obtaining financing continues to be difficult, capital call, also known as subscription or equity bridge, lending facilities have gained favor with lenders and investment funds due to their sustained solid performance over the past three years. Though initially seen mostly in real estate transactions, the facilities have grown to all types of equity funding and are expected to continue to gain popularity with banks and funds.

Capital call lending facilities provide bridge funding between a private equity fund's investment and its collection of capital contributions from investors. Before establishing and structuring a capital call facility, lender's counsel must first conduct a detailed due diligence review of all of the fund's underlying documentation to ensure it is authorized to enter into an unfunded loan and to repay the loan from capital investments.

Thorough due diligence depends on a detailed review of the fund's organizational documents, investment management agreement, offerings statements, subscription agreements and any relevant investor agreements. Counsel must take equal care in structuring the facility documents based on its findings in the due diligence and to address potential unrelated business income tax (UBIT) for some investors.

Listen as our authoritative panel of finance practitioners discusses the advantages and potential pitfalls of subscription or capital call facilities, current market terms and trends, best practices in negotiating and drafting loan document provisions, and due diligence for both lenders and investment funds.