Ancillary Considerations in Multi‑Asset, Multi‑Fund GP‑Led Transactions and Regulatory Requirements to Weigh (Part Two of Two)

Sponsors that are operating multi-asset, multi-fund continuation funds already have their hands full in navigating LP desires and relationships, as well as commercial dynamics and potential conflicts of interest. The issues do not stop there, however, as sponsors also need to ensure they are optimizing the tax treatment of the structure, thoughtfully handling their carry from the existing fund and managing the whole transaction with an eye toward increased regulatory scrutiny, requirements and expectations. Those and other facets of multi-asset, multi-fund continuation funds were analyzed in a recent Willkie Farr webinar featuring partners Adam S. Aderton, Matthew Block and Larissa Marcellino. This second article in a two-part series details different tax issues to consider when planning GP‑led transactions; specific items sponsors need to address at the early stages; and some of the latest guidance from the SEC and other industry groups. The first article parsed trends in the structures and timing of GP‑led transactions; top-of-mind conflicts of interest targeted by the SEC and other regulators; and factors to weigh when structuring status quo and rollover options for existing LPs. See “Asset Managers’ Perspectives on Secondary Market Challenges and Product Expansion” (Jan. 11, 2024); and “Prevailing Trends in Transactions, Terms and Considerations in the Secondary Market (Part One of Two)” (Dec. 29, 2022).

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