Negotiation Tips to Limit Subscription Credit Facility Lenders’ Ability to Directly Contact Fund Investors

As a mainstay of the PE industry, subscription credit facilities have had an impressive record – with limited exceptions – of remaining profitable for lenders while containing little risk of fraud or malfeasance. That history does not, however, prevent many lenders from attempting to negotiate extra safeguards for their interests when putting facilities in place. As subscription credit facilities are secured by, and interwoven with, investors’ capital commitments to funds, negotiations can become spirited between lenders and managers around the scope of those safeguards. In a guest article, Purrington Moody Weil partner Neil M. Freeman focuses on a common source of tension between lenders and investment managers under subscription facilities – namely, the degree of contact lenders will have with fund investors. Specifically, the article provides guidance on how fund managers can negotiate to prevent the delivery of investor acknowledgements or investor notifications, as well as key restrictions that can be included to limit lenders’ interactions with fund investors. For coverage of a recent fraud incident that increased lenders’ desire to directly contact fund investors, see “Subscription Credit Facility Fraud Highlights Limitations of Fund Finance Due Diligence Process” (May 11, 2021).

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