Download CREDIT FUNDS INSIGHT 01 May 2016 Issue 6, May 2016

Credit Funds Insight
Issue 2
Welcome…
By Michael Smith
Our focus on credit funds
has proved to be both
timely and opportune.
We have seen a
significant expansion of
non-bank direct lending
to the sub-investment
grade market, as well as
a growth in funds
established to exploit this opportunity.
However, perhaps the most significant
development is the re-emergence of the
European CLO market since the beginning
of last year. So far, there have been 19
European CLOs priced since the Cairn CLO
in February 2013 and, we, at Ashurst, are
delighted to have acted on 15 of these.
Contents
•
CLO update: EBA publishes Final Draft RTS on
Securitisation Risk Retention
•
AIFMD: frequently asked questions
•
Unitranche facilities: one to watch?
•
Investment in credit funds by French insurance
companies (and similar institutions)
•
Securitisation vehicles subject to AIFM Law in
Luxembourg
particular requirements of French insurance company
investors when investing in credit funds. We hope that
you find this latest issue of Credit Funds Insight
interesting and useful.
Michael Smith – Partner, London
T: +44 (0)20 7859 1421
E: [email protected]
We discuss the recent risk retention regulatory
changes and their effect on the CLO market, as well as
covering the trend towards unitranche loans by direct
lending credit funds. We also cover AIFMD and the
CLO update: EBA publishes Final Draft RTS
on Securitisation Risk Retention
By Michael Smith
On 17 December 2013, the European
Banking Authority (EBA) published its Final
Draft Regulatory Technical Standards and
Implementing Technical Standards
(together, Technical Standards) in respect
of Article 404-410 of the Capital
Requirements Regulation (CRR) (formerly
Article 122a).
substantive change from the EBA's draft. The
Technical Standards are now subject to a period
The Technical Standards follow the publication of a
draft version (the Consultation Draft) in May of 2013.
The Regulatory Technical Standards have been
approved by the European Commission with little
AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN PAPUA NEW GUINEA
SAUDI ARABIA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA
"The Technical Standards are now
subject to a period during which
the European Parliament or the
Council may object to their content.
If there is no such objection, they
will be published in the Official
Journal and come into force 20
days later."
during which the European Parliament or the Council
may object to their content. If there is no such
objection, they will be published in the Official Journal
and come into force 20 days later.
What is the effect of the Technical
Standards on existing guidelines?
The Technical Standards will be binding in all EU
Member States, unlike the preceding Guidelines on
Article 122a of the existing Capital Requirements
Directive issued by CEBS in December 2010 (CEBS
Guidelines), and cannot be disapplied or varied by
home regulators. When CRR came into force, Articles
404-410 replaced Article 122a of the existing Capital
Requirements Directive, and the CEBS Guidelines fell
away, along with the related Q&As issued by CEBS in
September 2011.
Have there been any changes since the
Consultation Draft regarding who can
hold the retention in a CLO?
No. The Technical Standards confirmed that, in
accordance with the CRR, the retaining entity must be
an originator, sponsor or original lender.
Is there any relaxation of the
requirements for sponsors holding the
retention which may make it easier for
CLO managers to comply?
As we discussed in our briefing on the Consultation
Draft in May 2013, the CRR amends the definition of a
"sponsor" so that a sponsor no longer has to be a
credit institution but can be an investment firm as long
as it has certain MiFID authorisations (a CRR
Investment Firm). While acknowledging this will
exclude some managers, the EBA remains of the view
that to extend this definition through the Technical
Standards would cut across the language in CRR itself.
The difficulty with this is that to be a CRR Investment
Firm, a portfolio manager must be MiFID-regulated
and authorised to conduct certain regulated activities
which include holding of client money or provision of
custody services and/or dealing on own account,
underwriting financial instruments or placing on a firm
commitment basis. Managers without one of these
authorisations would not be CRR Investment Firms,
and thus would not fall within the definition of sponsor,
without obtaining additional authorisations.
Perhaps more problematically, CRR investment firms
also do not include non-EU investment managers and
advisers or alternative investment fund managers
regulated under the AIFMD. As a result, non-MiFID
regulated managers and other non-EU regulated
managers cannot fulfil the retention requirements as
set out in CRR, and the EBA has closed the door on
the additional flexibility needed to allow this.
However, the Technical Standards have allowed some
flexibility around sponsors holding the retention.
Where there is more than one sponsor of the
transaction, the retention can be held either by the
sponsor whose economic interest is most appropriately
aligned with investors, or by each sponsor pro rata in
relation to the number of sponsors. This may allow
some scope for co-managers to hold smaller retention
pieces, as long as they both meet the definition of
sponsor and have the correct authorisations. The
Commission-approved version of the Technical
Standards set out some objective criteria on which
multiple sponsors should allocate their portion of the
retention such as fee structure and level of
involvement in management.
Can consolidated entities hold the
retention?
No. The CEBS guidelines had contained useful
flexibility for the retention to be held by any member
of a consolidated accounting group. This allowed CLO
managers without the requisite capital to fund the
retention through an affiliate, but in the absence of
express provision in the Technical Standards this
flexibility has gone. The feedback document which
accompanied the EBA's draft of the Technical
Standards explains that the EBA did not consider it
had the scope to allow this flexibility in the absence of
provision in the CRR itself.
While CRR itself allows retention to be held on a
consolidated basis, this only applies where the
securitised exposures are those of regulated entities
within the consolidated supervision group of the
retaining entity, and is thus of limited benefit to CLO
managers.
Have the Technical Standards
addressed the possibility of a change
in manager holding the retention?
No. The Technical Standards are silent as to what
happens in circumstances in which a CLO manager is
acting as retention-holder and is replaced or resigns.
As requiring the replacement manager to hold the
retention as sponsor could cause difficulties finding a
replacement, the industry had argued for the option of
allowing the original manager to continue to retain or
the replacement manager to retain. This will remain a
question of interpretation of the provisions of Articles
404-410, unless it is dealt with in future Q&As.
Is any flexibility allowed for pre-2011
transactions which substitute
exposures?
There is no express provision in the Technical
Standards for grandfathering of transactions which
make substitutions after 31 December 2014, although
there is a comment in the background paper which
states that the CEBS Guidelines will remain relevant to
the question of allowing the substitution of underlying
exposures after 31 December 2014 for transactions
issued prior to 1 January 2011. There is also
confirmation of that approach in the feedback
document, specifically in relation to CLOs which
substitute assets.
The CEBS Guidelines allowed some asset substitution
after 31 December 2014 for a securitisation which
existed prior to 2011 without the transaction losing
the benefit of grandfathering as long as the
substitution was pursuant to the pre-defined
contractual terms of the transaction. When the
Consultation Draft was published, this concession had
been lost, leaving a significant number of pre-2011
CLOs potentially having to comply with Articles 404410.
In conversations Ashurst had with the EBA during the
consultation period, the EBA had no objection to
allowing substitutions which complied with the CEBS
Guidelines, and suggested it could be dealt with in any
future Q&A document. We are pleased to see this
approach confirmed in the background paper and
feedback document, however as these documents do
not form part of the Regulation adopted by the
Commission, we will be following this up with the EBA
in the hope that it is addressed in any future Q&A
process.
Are there any other changes to the
retention requirement?
Yes. While the CEBS Guidelines allowed the retention
to be held on a contingent or synthetic basis, such as
through the use of derivatives, the Technical
Standards provide that if the retaining party is not a
credit institution, any interest held on a synthetic or
contingent basis must be fully cash-collateralised and
held in a segregated client account. Retaining CLO
managers will therefore need to fund the retention up
front.
The Technical Standards do confirm that the retention
can be used for secured financing purposes provided
the credit risk is not transferred to third parties. What
is unclear is how this interacts with the limitations on
synthetic or contingent retention.
Do the Technical Standards make any
express provision for grandfathering?
The Consultation Draft was silent on the issue of
grandfathering, leaving uncertainty surrounding
transactions which complied with the existing CEBS
Guidelines once CRR comes into force, and possibly
requiring those transactions to be reassessed against
the final Technical Standards once in effect.
The Technical Standards do not provide express
grandfathering, but do provide that in assessing
whether an institution has failed to meet the
requirements in Article 404-410 in relation to
transactions issued between 1 January 2011 and 1
January 2014, and in relation to imposing any
additional risk weighting, competent authorities may
consider whether the requirements of Article 122a and
the guidance made under it were and continue to be
met.
We would hope that this means that existing investors
in CLOs which complied with the CEBS Guidelines will
not incur an increased capital charge, but it falls short
of a clear message to that effect. The possibility that
such transactions will be found by regulators to be
non-compliant could still affect the liquidity of existing
CLO notes, particularly as it is unlikely that an investor
who has invested in such a CLO after 1 January 2014
will be able to rely on the CEBS Guidelines.
What is the impact of these proposed
changes for CLOs?
In the Consultation Draft, the EBA stated that "The
changes could potentially translate in the long term
modification of the currently existing managed CLO
model". To date, we have not seen significant change
to the model, but investors have primarily wanted
simple retention structures with a MiFID-authorised
manager holding the retention. It is unfortunate that
no clear path has been drawn for non-MiFID-regulated
managers to hold the retention.
Continued engagement with the EBA is likely to be
required through the Q&A process. However, our view
is that the Technical Standards will not make a
significant difference to the market which has emerged
following the publication of the Consultation Draft.
Contact:
Michael Smith – Partner, London
T: +44 (0)20 7859 1421
E: [email protected]
AIFMD: frequently asked questions
By Jake Green
With the AIFMD now in
force, we thought it
would be helpful to
cover some of the
questions we are
frequently being asked
across all of Ashurst's
offices.
Remind me again, what is it?
The aim of the AIFMD is to harmonise and increase the
regulation of funds which are managed and marketed
in Europe. The scope of the AIFMD relating to AIFs is
potentially much wider than the concept of a fund
currently understood in many Member States and will
include hedge funds, private equity funds and real
estate funds.
Are there exemptions?
There are express exemptions (including for employee
schemes, holding companies and securitisation special
purpose entities (although what this may constitute is
still not clear)) contained in article 2 of the AIFMD.
Group schemes should not be caught (article 3) and
joint ventures will not be caught assuming they do not
meet the definition of a collective undertaking (see
article 4(1)(a)). Lastly, there are also express
transitional provisions (see article 61 of the AIFMD)
which mean that certain funds which are not making
new investments (for example) will not be bound by
the directive. There are also certain size and threshold
(partial) exemptions.
Does the AIFMD really apply from
now?
Yes. In fact it came into force on 22 July 2013. There
is a transitional regime in place (which expires soon),
however the application of this regime differs
markedly in respect of whether or not the manager is
new or existing, the fund has been marketed pre-22
July 2013 and, of course, the relevant jurisdiction in
question.
Can you provide more detail?
In short, European managers have until 22 July 2014
to apply for authorisation. However, some Member
States are requiring that authorisations are submitted
before this date. Up until this date, such fund
managers do not need to comply with the directive.
New fund managers would need to be authorised in
order to carry out any fund management activity
moving forward. For non-European managers, the
situation is more complicated. Non-European
managers do not need to be authorised under the
directive. However, they must comply with what is
known as the "disclosure and transparency" rules
under the directive, when they market the fund into
Europe. Whether or not they will need to comply with
the disclosure and transparency requirements now will
depend on the state in question and whether or not
the particular fund has been marketed into that
jurisdiction before.
What are the disclosure and
transparency rules?
Broadly, these rules require upfront notifications (and,
in some cases, a form of application) to be made to
the regulator in each Member State where the fund is
to be marketed; disclosures (upfront) to investor;
regulator reporting requirements; and control and
asset-stripping rules in relation to portfolio companies.
What is the difference between the
passport and the private placement
exemptions routes?
Only authorised EEA fund managers can use the
passport which will allow them to market a fund freely
in other Member States via a simple notification
procedure. No other rules will apply (assuming
marketing is to professional investors only).
Conversely, non-European domiciled funds, or any
fund managed by a non-European manager, can only
be marketed under private placement (there is no
marketing passport). Local private placement rules will
apply in each country and the requirements vary
markedly from one jurisdiction to another. For
example, in countries such as France and Germany the
new private placement regimes look set to effectively
close off the ability of non-European fund managers to
market there.
So are all countries doing the same
thing?
No, they are not. Moving forward, marketing funds
into France and Germany, for example, will be
extremely tricky for non-European fund managers.
Contact:
Jake Green – Senior Associate, London
T: +44 (0)20 7859 1034
E: [email protected]
Unitranche facilities: one to watch?
By Ross Ollerhead
finance landscape.
The greater involvement
of credit funds in the
acquisition finance
market over the past
three years has led to
unitranche facilities
becoming a more
prominent feature of the
European acquisition
What is unitranche?
In the European market, "unitranche" is not yet a term
of art as precise as, say, "mezzanine", from which all
the key features of a facility can generally be
discerned with certainty. Rather, the expression is
used generically to describe single tranche term
facilities, provided principally by credit funds. Within
that broad category, there have been a variety of
structures employed, depending on the needs of the
particular borrower, the fund origin and the sector
concerned. This contrasts with the US market where
unitranche is understood
more narrowly to mean a
term facility which from a
borrower's perspective
contains only one class of
lenders and under which
a common interest rate is
charged, but in respect of
which the lenders have
entered into an
agreement among themselves as to which of them will
have priority claims to proceeds and which allocates
interest received on a non-pro rata basis to better
reflect the relative risks to lenders. US-style
unitranche has been used in the European market but
it is just one of the structures captured by the term
when used in a European context.
"… unitranche
facilities will
remain a
common feature
of the European
financing
landscape …"
Key features
Although unitranche facilities are becoming an
increasingly common product, the market for that
product is less well established than for bank-led
acquisition financing. Nevertheless, some key common
features can be identified:
•
•
•
•
the leverage available tends to be higher under a
unitranche than would be available for the
underlying credit under a traditional senior only
structure;
limited or no amortisation;
pricing will tend to be higher than a traditional
senior debt facility, with unitranche lenders at
present looking for a yield (over the first three
years) of at least 7 to 12 per cent through a
combination of fees, margin (on a margin plus
floating rate LIBOR basis) and LIBOR floors; and
in addition, lenders will typically look for noncall/early prepayment protections for at least the
first two years of the facility.
Why unitranche?
Given that a unitranche facility will price higher than a
traditional all senior solution, why is a unitranche
facility attractive to a borrower?
Needless to say, certain of the key features identified
above are attractive to borrowers, such as there being
a reduced need to service amortisation during the life
of the facility and the higher leverage that may be
available (particularly if that higher leverage results in
a lower minimum equity requirement or, in a
competitive acquisition process, the ability to make a
higher offer for the asset in question). In addition,
recent unitranche facilities have offered borrowers:
•
•
a more flexible set of maintenance financial
covenants than would often be the case under a
traditional bank-led structure – traditionally, banks
will regularly test total leverage (total debt to
EBITDA) and interest cover (EBITDA to finance
charges) with tests set at c. 22.5 to 25 per cent of
base case projections and cash flow cover (cash
flow to debt service) with the test requiring at least
a 1:1 ratio. Unitranche facilities can provide
greater flexibility – for instance, calculating that
suite of financial covenants in a manner that is
bespoke to the business in question, or providing
more headroom against base case projections or,
in a small number of cases, only testing total
leverage;
greater flexibility as to whether excess cash flow
(free cash flow after debt service and certain other
adjustments) needs to be applied in prepayment –
a typical bank-led facility will require a portion of
excess cash flow to be applied in prepaying the
facility each year whereas credit funds have shown
themselves to be more willing to allow that cash to
remain in the business, particularly if there is a
business case around using it to fund acquisitions
or capital expenditure.
Intercreditor considerations
Borrowers could also look to achieve greater leverage
on a transaction by obtaining a mezzanine facility in
addition to the senior debt. However, this brings the
need to negotiate a detailed intercreditor agreement
to regulate the position of the lender classes. From a
borrower perspective, this increases execution risk and
potentially lengthens the transaction timetable. In
contrast, a European-style unitranche mitigates that
risk and allows the borrower to negotiate with a
smaller number of counterparties.
However, that is not to say that unitranche facilities do
not present a different range of intercreditor issues.
Historically, credit funds have been less able to
provide borrowers with revolving working capital
facilities (at least on terms which compare favourably
with what commercial banks can offer, particularly in
terms of the range of ancillary products, such as
clearing, overdrafts and derivatives, available under
those facilities).
As such, a unitranche facility might be accompanied by
a small working capital revolving facility provided by a
bank (often the commercial bank with whom the
borrower or target business has banked historically
and which is keen to maintain a relationship). These
revolving facilities tend to be provided on a super
senior basis. This means that the rights of this small,
but senior, lender class need to be agreed upfront.
While the market position on these rights continues to
evolve, broadly speaking these relate to:
•
•
•
the circumstances in which the revolving facility
lenders can take enforcement action independently
of the unitranche lenders;
the protections available to the unitranche lenders
in circumstances where an enforcement process is
being led by the revolving facility lenders (who are
not, per se, motivated to ensure maximum
recoveries for the unitranche lenders ranking
behind their super senior revolving facility); and
the circumstances in which the revolving facility
lenders have an independent say in amendments
to and waivers of the terms on which the revolving
and unitranche facilities are provided.
The future
Unitranche facilities are becoming a more prominent
feature of the European mid-market. We expect the
number of unitranche facilities executed in that market
to continue to rise, along with the number of credit
funds offering this product. This growth, coming as it
does at a time when banks seek to reduce their
balance sheets, will mean unitranche facilities will
remain a common feature of the European financing
landscape.
Contact:
Ross Ollerhead – Partner, London
T: +44 (0)20 7859 3352
E: [email protected]
Investment in credit funds by French
insurance companies (and similar
institutions)
By Hubert Blanc-Jouvan
Credit funds are
increasingly marketed to
French insurance
companies (entreprises
d'assurance). Other
similar institutions, such
as contingency
institutions (institutions
de prévoyance) and
complementary pension institutions
(institutions de retraite complémentaire),
also appear as an important source of debt
financing.
Investments made by these companies and
institutions are subject to restrictions due to specific
prudential regimes applicable to them, when it is
intended that such investments be admitted to
represent the regulated commitments (engagements
réglementés) of an insurance company or of a
contingency institution, or be eligible as a placement
of the funds allocated to the reserves of managed
risks (réserves des risques gérés) for complementary
pension institutions.
With respect to French insurance companies, a
number of substantial changes have been recently
made to the rules governing such eligible investments.
In particular, a new category of investment vehicles
(Fonds de Prêt à l'Economie) has been created, and
other changes have been made in order to improve
the investment opportunities for French insurance
companies.
Fonds de Prêt à l'Economie can take the form of either
French securitisation schemes or French specialised
professional investment funds. They can invest in
claims on and debt securities issued by local entities,
public institutions or legal entities having for their
main purpose commercial, industrial, agricultural or
real estate business activities (excluding financial
activities and collective investment schemes) and
established within the European Union. Investments
made by Fonds de Prêt à l'Economie which take the
form of French securitisation schemes must satisfy
additional conditions regarding in particular their
maturity and the date of their acquisition. The main
other requirements applicable to Fonds de Prêt à
l'Economie relate to the derivative transactions they
are authorised to enter into, the appointment of an
asset manager and depositary, the obligations of the
asset manager to report to the insurance companies
investing in the Fonds de Prêt à l'Economie and the
characteristics of the bonds, units or shares they are
authorised to issue. It is worth noting that bonds,
units or shares issued by Fonds de Prêt à l'Economie
do not need to be traded on a recognised market.
Furthermore, bonds, units or shares issued by a
French securitisation scheme whose assets only
comprise loans granted to or guaranteed by the OECD
Member States, local entities or public institutions, and
real estate guaranteed loans granted to legal entities
or individuals having their registered office or
residence in a Member State of the OECD (as well as
assets transferred to the securitisation scheme in
relation to derivatives transactions or collateral
arrangements and funds temporary available), have
become eligible for investments by French insurance
companies, provided that they comply with some but
not all of the requirements applicable to Fonds de Prêt
à l'Economie.
Other investment opportunities have been improved
for French insurance companies. In particular, the
ability of French insurance companies to invest directly
in loans has been broadened to include a new category
of loans when they have been granted under a
programme approved by the French banking regulator.
Furthermore, the residual category of eligible
investments which comprised shares, units and rights
issued by commercial companies, as well as bonds,
participative or subordinated notes issued by regulated
insurance or mutual companies, has been clarified to
include instruments issued by French securitisation
schemes, when such instruments are not eligible
investments pursuant to other categories (in particular,
when such instruments are not traded on a recognised
market and the issuer does not comply with the
conditions newly set out for Fonds de Prêt à
l'Economie).
Finally, it is worth noting that the regime governing
the accounting treatment of investments made by
French insurance companies has also been amended.
French insurance companies are likely to prefer
investments which may benefit from the favourable
accounting treatment set out in Article R. 332-19 of
the French Code des assurances (which allows to avoid
the disadvantages resulting from the application of the
residual accounting regime set out in Article R. 332-20
of the French Code des assurances). In the context of
credit funds, such favourable accounting treatment
only applies to redeemable securities which are either
traded on a recognised market, or assimilated to
"BMTN" when they comply with valuation, quotation
and liquidity requirements, other than indexed bonds
and units of securitisation schemes. Bonds, units or
shares issued by Fonds de Prêt à l'Economie are not
eligible for such favourable accounting treatment.
However, the disadvantages resulting from the
application of the residual accounting regime set out in
Article R. 332-20 of the French Code des assurances
have been recently reduced when such regime applies
to redeemable bonds, units or shares issued by Fonds
de Prêt à l'Economie.
Contact:
Hubert Blanc-Jouvan – Partner, Paris
T: +33 (0)1 53 53 53 97
E: [email protected]
Securitisation vehicles subject to AIFM Law
in Luxembourg
By Isabelle Lentz
Following the entry into
force of the Luxembourg
law on managers of
alternative investment
funds (AIFM Law), the
Commission de
Surveillance du Secteur
Financier (CSSF) has
updated its official
guidelines for securitisation vehicles (SVs)
to clarify the interaction between the AIFM
Law and the Luxembourg law on
securitisation vehicles (Securitisation Law).
An important result of this interaction is that if the
Luxembourg SV is considered to be subject to the
AIFM Law, it must either (i) apply for an authorisation
from the CSSF or (ii) register with the CSSF
(depending on the assets under management).
This article provides an overview of how the CSSF
interprets the scope of applicability of the AIFM Law to
SVs. It does not examine the criteria as to whether a
company in general may be subject to the AIFM Law.
SV as ad hoc securitisation vehicle
The scope of the AIFM Law is broad; nevertheless it
excludes, among others, "ad hoc securitisation
vehicles". These are defined in the AIFM Law as
entities whose sole object is to carry out one or more
securitisation operations within the meaning of article
1 (2) of Council Regulation 24/2009 of the European
Central Bank dated 19 December 2008 (ECB
Regulation).
The guidance notes to the ECB Regulation that have
been issued by the European Central Bank (and to
which the CSSF refers when interpreting the definition
of ad hoc securitisation vehicles under the AIFM Law)
state in point 4.1 that "first lenders", i.e. lenders
securitising loans that they themselves have granted
and which issue notes to finance their securitisation
activities, are not considered as ad hoc securitisation
vehicles. As such, these entities are generally not
exempted from the scope of, but are subject to, the
AIFM Law.
The CSSF clarifies that the guidelines issued by it with
respect to the interaction of the AIFM Law and the
Securitisation Law is subject to further evolution at
European level and may be updated from time to time.
Summary
•
•
Asset financing solely by way of note
issuance
•
Notwithstanding this, the CSSF specifies that
irrespective of whether or not the SV qualifies as an ad
hoc securitisation vehicle, it is excluded from the
scope of the AIFM Law if it issues only debt
instruments. Again, the CSSF states and clarifies that
at European level the intention of the legislator was
not to make securitisation vehicles that only issue debt
instruments subject to the AIFM directive. This derives
from the Q&As of the European Union dated 25 March
2013 (Questions on Single Market Legislation/Internal
Market; General Question on Directive 2011/61/EU; ID
1169, Scope and Exemptions). Although the
Luxembourg SV will always have a share capital and
therefore issue equity, if its assets are financed solely
by way of issuing notes, it will not fall within the scope
of the AIFM Law. It is therefore important to ensure
that the SV does not issue equity instruments to
finance its securitised assets.
SVs are not per se exempted from the scope of the
AIFM Law and may therefore need to register
with/be authorised by the CSSF.
An SV that carries out primary lending and
finances such lending by way of note issuance is
not an ad hoc securitisation vehicle within the
meaning of the AIFM Law and does not, therefore,
per se fall outside the scope of the AIFM Law.
An SV that finances its assets solely by debt
instruments (notes) is generally not subject to the
AIFM Law.
Contact:
Isabelle Lentz – Partner, London
T: +44 (0)20 7859 1094
E: [email protected]
Key contacts
CLOs
Scott Faga, partner
Washington DC
T: +1 202 912 8001
Eugene Ferrer, partner
New York
T: +1 212 205 7048
[email protected]
William Gray, partner
New York
T: +1 212 205 7010
[email protected]
[email protected]
Diala Minott, partner*
London
T: +44 (0)20 7859 2437
[email protected]
Patrick Quill, partner
New York
T: +1 212 205 7011
[email protected]
David Quirolo, partner
London
T: +44 (0)20 7859 2955
[email protected]
Nicole Skalla, partner*
New York
T: +1 212 205 7028
[email protected]
Michael C Smith, partner
London
T: +44 (0)20 7859 1421
[email protected]
Jeremy Bell, partner
London
T: +44 (0)20 7859 1913
[email protected]
Edward Bennett, counsel
Singapore
T: +65 6416 3355
[email protected]
Mark Davies, partner
Tokyo
T: +81 3 5405 6208
[email protected]
Nick Goddard, partner
London
T: +44 (0)20 7859 1358
[email protected]
Isabelle Lentz, partner and
Head of Luxembourg Desk
London
T: +44 (0)20 7859 1094
[email protected]
Dean Moroz, counsel
Hong Kong
T: +852 2846 8939
[email protected]
Michael Ryland, partner
Sydney
T: +61 2 9258 5627
[email protected]
Lisa Simmons, partner
Sydney
T: +61 2 9258 6595
[email protected]
Con Tzerefos, partner
Melbourne
T: +61 3 9679 3808
[email protected]
Piers Warburton, partner
London
T: +44 (0)20 7859 1099
[email protected]
Jose Christian Bertram,
partner
Madrid
T: +34 91 364 981
[email protected]
Gianluca Fanti, partner
Milan
T: +39 02 85 42 34 24
[email protected]
Anne Grewlich, partner
Frankfurt
T: +49 (0)69 97 11 28 89 [email protected]
Eric Halvarsson, partner
Stockholm
T: +46 (0)8 407 24 36
[email protected]
Ross Ollerhead, partner
London
T: +44 (0)20 7859 3352
[email protected]
Damian Ridealgh, partner
New York
T: +1 212 205 7002
[email protected]
Martyn Rogers, partner
London
T: +44(0)20 7859 1917
[email protected]
Diane Sénéchal, partner
Paris
T: +33 (0)1 53 53 53
[email protected]
Paul Stewart, partner
London
T: +44 (0)20 7859 1459
[email protected]
Simon Thrower, partner
London
T: +44 (0)20 7859 2794
[email protected]
Fund formation
Direct lending
Lending to funds
Lee Doyle, partner
London
T: +44 (0)20 7859 1837
[email protected]
Damian Ridealgh, partner
New York
T: +1 212 205 7002
[email protected]
Paul Stewart, partner
London
T: +44 (0)20 7859 1459
[email protected]
Mark Vickers, partner
London
T: +44 (0)20 7859 1955
[email protected]
Nigel Ward, partner
London
T: +44 (0)20 7859 1236
[email protected]
*Partner as of 1 May 2014
Restructuring and
insolvency
Simon Baskerville, partner
London
T: +44 (0)20 7859 1141
[email protected]
Giles Boothman, partner
London
T: +44 (0)20 7859 1707
[email protected]
Carl Dunton, managing
partner
Singapore
T: +65 6416 8508
[email protected]
Dominic Gregory, partner
Hong Kong
T: +852 2846 8980
[email protected]
Dan Hamilton, partner
London
T: +44 (0)20 7859 1681
[email protected]
Juan Hormaechea, partner
Madrid
T: +34 91 364 9851
[email protected]
Tobias Krug, partner
Frankfurt
T: +49 (0)69 97 11 28 75 [email protected]
Laurent Mabilat, partner
Paris
T: +33 1 53 53 55 73
[email protected]
James Marshall, partner
Sydney
T: +61 2 9258 6508
[email protected]
Tim Rennie, partner
London
T: +44 (0)20 7859 1323
[email protected]
Diane Roberts, partner
London
T: +44 (0)20 7859 1992
[email protected]
Timothy Sackar, partner
Sydney
T: +61 2 9258 8432
[email protected]
Nicholas Holmes, partner
London
T: +44 (0)20 7859 2058
[email protected]
Jonathan Parry, partner
London
T: +44 (0)20 7859 1086
[email protected]
Alexander Cox, partner
London
T: +44 (0)20 7859 1541
[email protected]
Klaus Herkenroth, partner
Frankfurt
T: +49 69 97 11 27 18
[email protected]
Steven Kopp, partner
New York
T: +1 212 205 7070
[email protected]
Peter McCullough, partner
Sydney
T: +61 2 9258 6078
[email protected]
Paul Miller, partner
London
T: +44 (0)20 7859 1786
[email protected]
David Nirenberg, partner
New York
T: +1 212 205 7007
[email protected]
Hubert Blanc-Jouvan,
partner
Paris
T: +33 (0)1 53 53 53 97
[email protected]
Jonathan Gordon, partner
Sydney
T: +61 2 9258 6186
[email protected]
Jake Green, senior
associate
London
T: +44 (0)20 7859 1034
[email protected]
Rob Moulton, partner
London
T: +44 (0)20 7859 1029
[email protected]
James Perry, partner
London
T: +44 (0)20 7859 1214
[email protected]
Margaret Sheehan, partner
Washington DC
T: +1 202 912 8008
[email protected]
Listed investment
companies and trusts
Tax
Regulatory
Abu Dhabi
Suite 101, Tower C2
Al Bateen Towers
Bainunah (34th) Street
Al Bateen
PO Box 93529
Abu Dhabi
United Arab Emirates
Frankfurt
OpernTurm
Bockenheimer Landstraße 2-4
60306 Frankfurt am Main
Germany
Melbourne
Level 26
181 William Street
Melbourne VIC 3000
Australia
T: +49 (0)69 97 11 26
F: +49 (0)69 97 20 52 20
T: +61 3 9679 3000
F: +61 3 9679 3111
T: +971 (0)2 406 7200
F: +971 (0)2 406 7250
Hong Kong
11/F, Jardine House
1 Connaught Place
Central
Hong Kong
Milan
Piazza San Fedele, 2
20121 Milan
Italy
Adelaide
Level 3
70 Hindmarsh Square
Adelaide SA 5000
Australia
T: +61 8 8112 1000
F: +61 8 8112 1099
Beijing
Level 26 West Tower, Twin
Towers
B12 Jianguomenwai Avenue
Chaoyang District
Beijing 100022
PRC
T: +86 10 5936 2800
F: +86 10 5936 2801
T: +852 2846 8989
F: +852 2868 0898
Jakarta (Associated Office)
Oentoeng Suria & Partners
Level 37, Equity Tower
Sudirman Central
Business District
Jl. Jend. Sudirman Kav. 52-53
Jakarta Selatan 12190
Indonesia
T: +62 21 2996 9200
F: +62 21 2903 5360
Brisbane
Level 38, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
Australia
Jeddah (Associated Office)
Level 9 Jameel Square
Corner of Talhia Street and
Al Andalus Street
PO Box 40538
Jeddah 21511
Saudi Arabia
T: +61 7 3259 7000
F: +61 7 3259 7111
T: +966 (0)2 283 4135
F: +966 (0)2 283 4050
Brussels
Avenue Louise 489
1050 Brussels
Belgium
London
Broadwalk House
5 Appold Street
London EC2A 2HA
UK
T: +32 (0)2 626 1900
F: +32 (0)2 626 1901
T: +44 (0)20 7638 1111
F: +44 (0)20 7638 1112
Canberra
Level 11
12 Moore Street
Canberra ACT 2601
Australia
Madrid
Alcalá, 44
28014 Madrid
Spain
T: +61 2 6234 4000
F: +61 2 6234 4111
T: +34 91 364 9800
F: +34 91 364 9801/02
Dubai
Level 5, Gate Precinct Building 3
Dubai International
Financial Centre
PO Box 119974
Dubai
United Arab Emirates
T: +39 02 854231
F: +39 02 85423444
Munich
Ludwigpalais
Ludwigstraße 8
80539 Munich
Germany
T: +49 (0)89 24 44 21 100
F: +49 (0)89 24 44 21 101
New York
Times Square Tower
7 Times Square
New York, NY 10036
USA
T: +1 212 205 7000
F: +1 212 205 7020
Paris
18, square Edouard VII
75009 Paris
France
T: +33 (0)1 53 53 53 53
F: +33 (0)1 53 53 53 54
Perth
Level 32, Exchange Plaza
2 The Esplanade
Perth WA 6000
Australia
T: +61 8 9366 8000
F: +61 8 9366 8111
Port Moresby
Level 4, Mogoru Moto Building
Champion Parade
PO Box 850
Port Moresby
Papua New Guinea
T: +675 309 2000
F: +675 309 2099
Rome
Via Sistina, 4
00187 Rome
Italy
T: +39 06 421021
F: +39 06 42102222
Shanghai
Suite 3408-10
CITIC Square
1168 Nanjing Road West
Shanghai 200041
PRC
T: +86 21 6263 1888
F: +86 21 6263 1999
Singapore
12 Marina Boulevard
#24-01 Marina Bay
Financial Centre Tower 3
Singapore 018982
T: +65 6221 2214
F: +65 6221 5484
Stockholm
Jakobsgatan 6
Box 7124
SE-103 87 Stockholm
Sweden
T: +46 (0)8 407 24 00
F: +46 (0)8 407 24 40
Sydney
Level 36, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
T: +61 2 9258 6000
F: +61 2 9258 6999
Tokyo
Shiroyama Trust Tower
30th Floor
4-3-1 Toranomon
Minato-ku, Tokyo 105-6030
Japan
T: +81 3 5405 6200
F: +81 3 5405 6222
Washington DC
1875 K Street NW
Washington, DC 20006
USA
T: +1 202 912 8000
F: +1 202 912 8050
T: +971 (0)4 365 2000
F: +971 (0)4 365 2050
This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
Readers should take legal advice before applying the information contained in this publication to specific issues or transactions. For more information
please contact us at Broadwalk House, 5 Appold Street, London EC2A 2HA T: +44 (0)20 7638 1111 F: +44 (0)20 7638 1112 www.ashurst.com.
Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm
authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. The term "partner" is used to refer to a
member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of
Ashurst LLP's affiliates. Further details about Ashurst can be found at www.ashurst.com.
© Ashurst LLP 2014 Ref:34622230 April 2014