Pledge funds have risen in popularity because investors desire the reduced commitment and increased control over investment decisions the structure provides, while private equity (PE) sponsors are enticed by the economic upside offered by the fee structure. Investors and sponsors must consider, however, certain complexities and difficulties the vehicle presents. For example, the opt-in mechanics facilitating investors’ soft commitments may make sellers uneasy and can introduce complications when structuring the investment vehicles. This three-part series provides a broad overview of the features of the pledge fund structure. This final article describes how seller concerns about deal uncertainty can disadvantage PE sponsors during the auction process, as well as different ways to structure the investment vehicle to overcome certain pledge fund idiosyncrasies. The first article
detailed unique elements of the fee structure, as well as various other incentives for sponsors to adopt the vehicle. The second article
examined key provisions and negotiating points when preparing the investment management agreement to form a pledge fund. See “Pepper Hamilton Attorney Discusses Fundamental Structuring Issues for Investment Advisers: Taxation, Organizational Expenses, Redemptions, Publicly Traded Partnerships, Performance Fees and Alternative Structures (Part Two of Two)
” (Nov. 8, 2018); and “Interest in Bespoke Fund Structures Surges As Markets Adjust to New Administration and Regulatory Regime
” (Mar. 8, 2018).