PE sponsors constantly search for new ways to streamline their management of funds to optimize both the costs and time associated therewith. To that end, the use of series LLC vehicles to form funds has been one example of that effort, although their adoption has been limited. An analogue in the fund financing context is the umbrella credit facility, which is a capital call subscription facility with multiple borrowers under a single credit agreement. Although it offers many of the intended efficiencies sought by sponsors, it also presents a number of challenges for sponsors, fund borrowers and lenders to navigate. Strafford CLE Webinars recently hosted a program to explore the nuances of umbrella credit facilities that featured Thomas Draper, partner at Foley Hoag; Monika Singh Sanford, partner at Haynes and Boone; and Ramya S. Tiller, partner at Debevoise & Plimpton. This second article in a two-part series examines some specific challenges associated with umbrella facilities, including managing cross defaults and foreign currency advances. The first article
summarized the key features of umbrella credit facilities and who uses them, in addition to discussing the benefits and downsides of the facilities. See our two-part series: “Using Delaware Statutory Series LLCs to Offer Customization to Investors
” (Apr. 20, 2021); and “Uncertainty Surrounding Liability Shields and Cost Savings of Series LLCs
” (Apr. 27, 2021).