Credit Funds

Credit Funds
Ropes & Gray attorneys focus on the most critical business needs of our credit fund clients, providing seamless advice across a range of leading legal practices.

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Overview

The world's leading asset managers turn to Ropes & Gray for cutting-edge advice encompassing all aspects of the formation and operation of credit, structured finance and direct lending funds. Our experience across the funds spectrum and in a wide variety of lending and financing transactions allows us to craft innovative solutions tailored to the unique needs of these credit-focused managers. 

Credit Funds

Ropes & Gray understands the unique, interconnected business and legal needs of credit-focused asset managers, drawing on our multi-disciplinary, global teams to offer credit fund managers tailored solutions across all parts of their business lifecycle:

  • Fund Formation & Management Company Matters
    • Private and registered/retail fund formation (including business development companies)
    • Management company formation and corporate transactions
    • Seed investment transactions
  • Fund Operations & Regulatory Compliance
    • Ongoing fund operations, regulatory and compliance counseling
    • Derivatives documentation and regulatory compliance
  • Credit Fund Borrower Financing Transactions
    • Co-investment and subscription/capital call leverage facilities
    • Structured finance transactions, including CLOs
  • Fund Investments & Debt Transactions
    • Liquid credit investments, including EU-U.S. risk retention structuring
    • Illiquid credit investments, including direct lending
  • Distressed, Special Situations & Restructurings
    • Special situations investments/distressed situations
    • Restructurings, in-court (bankruptcy) and out-of-court proceedings
  • Litigation & Enforcement
    • Intercreditor disputes, commercial and securities litigation, tax controversy
    • Regulatory examinations, enforcement investigations and proceedings

 

 

Experience

Fund Formation

We represent clients in all aspects of the formation, launch and offering of credit-focused funds, including preparing fund documentation, negotiating with investors, and addressing compensation arrangements and management company issues. Our knowledge of fund terms and structures is cutting-edge.

Representative matters include:

  • Advising Alcentra on its Structured Credit Opportunities Funds platform.
  • Advising Angelo, Gordon on fund formation matters for the launch of its market leading direct lending platform and on its energy credit opportunities platform, including the launch of AG Direct Lending I and AG Direct Lending II.
  • Advising Athyrium Capital Management in the launch of fund products, including its flagship $1.2 billion health care debt and royalty fund, as well as hedge fund, management company and seed investor arrangements.
  • Advising Benefit Street Partners/Providence Equity Partners on numerous credit opportunities funds and senior and direct lending products, including $1.75 billion flagship fund, separately managed account platform, insurance dedicated products (IDFs), Volcker-compliant products and complex tax structuring unique to a range of credit products.
  • Advising Chorus Capital Fund III for its latest flagship credit fund.  Our work will involve advising on the fund structuring, drafting the private placement memorandum and fund documentation, US and European tax advice, US and European regulatory advice, and co-ordination of AIFMD registrations in EU Member States.
  • Advised CVC Credit Partners in launching products that include European and US direct lending funds and a European performing loan fund platform consisting of both closed-end and hedge fund products. 
  • Advising EQT Credit on the formation and operation of one of its credit funds.
  • Advising MV Credit Partners (formerly Mezzvest), in establishing three private equity style closed-end funds, a senior fund (Private Debt II), a subordinated fund (Subordinated Debt IV), and one other bespoke opportunistic fund.  
  • Advised PIMCO in connection with the formation of numerous funds. Some examples include a fund which rolled investments from a PE-style fund into a distressed senior credit opportunity hedge fund and in the formation of two hybrid funds which invest in mortgage-backed assets and other structured products.
  • Advising Proventus on the formation of Proventus Capital Partners III, a SEK12 billion specialty lending fund.
  • Advising StormHarbour on the formation of its credit fund.

Transactions

Clients benefit from our market-leading direct lending, structured finance, derivatives and business restructuring practices. Our sophisticated understanding of the full range of creditor issues and seamless collaboration across practice areas enables us to guide clients in exploiting non-distressed and distressed credit opportunities. Additionally, we have extensive experience negotiating credit lines and borrowing facilities for credit funds.

Representative credit fund borrower financing transactions include:

  • Advised the credit arm of a leading private equity firm in relation to an amendment and extension of its revolving subscription facility to bridge investor commitments in relation to its global special situations fund. 
  • Advised TPG Real Estate on the structuring of a $1.8 billion CLO to finance in part its acquisition of a $2.5 billion high-yield real estate loan portfolio from Deutsche Bank’s Special Situations Group.
  • Advised Capital Royalty Group, Angelo Gordon and Benefit Street Partners each in connection with financing for roughly half a dozen capital call facilities.
  • A large real estate fund sponsor in connection with a capital call facility, featuring an innovative cross-guarantee structure among four related funds to accommodate sovereign wealth investors.
  • Advised CVC Credit Partners in connection with a leverage facility in relation to its European mid-market fund.
  • Advised MV Credit in connection with a €150million subscription facility entered into in support of its mid-market fund.

Representative fund investments and debt transactions include:

  • Advised AlpInvest US Holdings as lead investor in connection with a $12.2 million subordinated term loan for the acquisition of Dickinson Fleet Services, LLC.
  • Advised KKR Credit Advisors (US) LLC in connection with a $160 million senior secured term loan for the acquisition of Vee Pak, LLC by Wind Point Investors VIII, L.P.
  • Advised KKR Credit Advisors (US) LLC in connection with $405 million first lien, second lien and asset based credit facilities for the acquisition of KNB Holdings Corporation.
  • Advised KKR Credit in connection with £135 million unitranche loan to PAI Partners for the acquisition of Roompot.
  • Acting for a private second lien investor backing a private equity firm’s bid for global healthcare business, Mediq N.V.
  • Acting for Park Square Capital as second lien provider in connection with financing a bid for UK based dental services provider, Oasis Dental. 

Distressed, Special Situations and Restructurings

Our integrated team is equipped to assist clients on all forms of bankruptcies, insolvencies, liquidations, restructurings and out-of-court workouts and across the entirety of the special situations deal spectrum, from distressed asset acquisitions, purchases of loan portfolios, structures involving novel debt instruments or challenging refinancings to deals having corporate crisis as their genesis. 

  • Advised certain funds managed or advised by KKR Credit in relation to the acquisition and securitization of an NPL Portfolio from Abanca Corporación Bancaria, S.A..
  • Acting for Highbridge Principal Strategies, KKR Credit Advisors and Sankaty Advisors in connection with the financial restructuring of Towergate Insurance. 
  • Advised TPG Special Situations Partners in its acquisition of credit assets, including a part of Credit Suisse’s distressed credit portfolio for approximately $1.27 billion
  • Advising a leading regional private equity fund specializing in special situations on a hybrid debt and equity investment for offshore acquisitions backed by a PRC listed group.

Fund Structuring

We help clients select the optimal legal structure and domicile for credit and direct lending investment funds, drawing on insights into market practice and considering issues specific to credit products, such as tax and domicile considerations, as well as the nature of the investors and regulatory and ERISA matters.

Litigation and Enforcement

We have unparalleled experience advising clients on a wide range of sensitive and complex litigation and enforcement matters and the collateral risks they pose, having advised asset management clients in some of the industry’s highest-profile civil and criminal litigation and enforcement matters in recent years.

  • Retained by Third Avenue Funds (AMG affiliate) and their independent trustees to defend them in litigation over the failure of Third Avenue’s high-yield mutual fund in December 2015. Retained again in 2016 by the independent trustees to defend them in derivative actions in the Delaware Chancery Court and the Southern District of New York (S.D.N.Y.), and in a securities class action in the S.D.N.Y.
  • Obtained critical victories for investment fund client TPG Special Situations Partners in highly expedited litigation concerning a borrower’s efforts to enjoin TSSP from pursuing its rights to sell collateral securing a $100 million loan facility.
  • Advised one of the world’s largest institutional money managers in investigations by SEC and state regulators focusing on alleged material omissions regarding its funds’ exposure to the subprime mortgage market and the use of leverage and derivatives in funds.
  • Advised multiple private equity firms with credit affiliates in response to SEC inquiries. 

Regulatory

We offer deep and timely knowledge of the increasingly complex regulatory landscape, including SEC, CFTC, ERISA, FINRA and AIFMD requirements and exemptions. We help clients develop and implement effective compliance programs and have advised a significant number of private fund sponsors undergoing SEC examinations.

Who We Serve

Our clients include the world’s premier asset managers who manage credit-focused funds that invest and lend across the spectrum of credit opportunities, industries and geographies.

Representative clients include:

  • 3i Group
  • Alcentra
  • Angelo, Gordon & Co.
  • Archview
  • Audax
  • Bracebridge Capital
  • China Merchants Capital Management International
  • CIFC Asset Management
  • Commonfund Group
  • CVC Credit Partners
  • Grantham, Mayo, Van Otterloo & Co.
  • MV Credit
  • Natixis
  • PIMCO
  • Providence Equity Capital Markets/Benefit Street Partners
  • Strategic Value Partners