They are my go-to funds team. They are well respected in the market

Transcription

1 Investment Funds

2 They are my go-to funds team. They are well respected in the market Chambers UK

3 INVESTMENT FUNDS Why Travers Smith? Asset management is at the heart of Travers Smith As a firm, over half of our revenue is generated by the sector. We have evolved, as the sector has evolved, to match the complex needs of the most demanding clients and provide efficient, clear and concise advice. Sam Kay Head of Investment Funds E: sam.kay@traverssmith.com T: +44 (0) Our full service offering encapsulates all the needs of the global and domestic asset management community. 3

4 Fundraising A market-leading reputation for all forms of fundraising Our Investment Funds Group has built a market-leading reputation for our work on fundraisings through an ability to offer asset managers and their funds a comprehensive service across any strategy or fund structure in respect of which they may require advice. In doing so, the group has pioneered a number of innovative fund structures utilising its in-depth knowledge of the asset management industry, together with its transactional, tax structuring and regulatory expertise. When advising on fundraisings, we seek to provide efficient, sophisticated and commercially-minded solutions. The group understands what is required to successfully launch a fund and we seek to contribute to the fundraising process in a manner that allows the manager to focus on the investor marketing process. International and US law firms regularly seek our specialist expertise on domestic fundraising issues. We also have long standing relationships with all of the leading law firms in offshore jurisdictions, ensuring, where required, a seamless provision of legal services. In providing our services, we seek to become not just one of your preferred legal advisers, but your trusted business partner. Versatility without dilution of quality Understanding securities markets Our practice focuses on funds formation work within the private equity, real estate, debt (including alternative credit), infrastructure and listed equities sectors. We understand that fundraising imposes different requirements on each client, whether the client is a global asset manager, a sector specialist, a first time manager or a group providing social enterprise investments. For listed securities, we regularly advise investment trusts, REITs, offshore funds, VCTs and their sponsors on admissions to, and further fundraisings on, the Official List, AIM, the Specialist Fund Market, the Channel Islands Stock Exchange and the Cayman Islands Stock Exchange. Together with our US securities team, we can provide advice on US private placements and rule 144A offerings of securities into the US. The team was awarded Best Listed Funds Practice in the 2015 Legal Awards. 4

5 Launching an Investment Trust, we were seeking to access our existing strong retail following in a seamless fashion to ensure it was a success. Travers Smith understood our commercial requirements and practical and regulatory constraints. They developed an innovative solution that addressed both the legal and the practical issues. It ensured we had a highly successful IPO and enhanced our reputation with our investors. The process was both highly innovative and superbly project managed. Simon Godwin, CFO of Fundsmith LLP, Manager of Fundsmith Emerging Equities Trust Plc 100m Official List IPO 77m Placing 85m Private fundraising 250m Private fundraising 193m Official List IPO 100m Official List IPO 500m Joint venture 1.16bn Private fundraising 309m Capital raising Q Q Q Q m Capital raising 250m Placing and intermediaries offer of C shares 450m Private fundraising 135m Official List IPO 370m Private fundraising 30m Share placing and admission to AIM In the 18 months to June 2015, the Investment Funds Group worked as lead counsel on 15 private fund formation projects (acting for the GP/Manager) raising in excess of 5.5 billion across private equity, real estate, infrastructure, debt and social investment strategies. We also advised on a quarter of all listed fund IPOs in 2014 (using the list of transactions reported by the Association of Investment Companies in December 2014) and have since advised on listed fund capital raisings in excess of 1billion in funds billion Adviser on a quarter of all listed fund IPOs in

6 Acting for Investors and Intermediaries A market-leading reputation for facilitating deals Advising public market sponsors and placing agents On listed fund transactions, we regularly advise stockbrokers and investment banks acting as sponsors, underwriters and placing agents to issuers. Acting for banks on these mandates provides us with a wide understanding of the requirements of key market participants and developments in market practice. It also means we know all of the key market participants in the sector well which in turn assists our ability to effectively implement transactions when acting for the issuer. Investors in private funds We regularly act for investors on their participation in funds, including large institutional investors such as pension funds, funds of funds and family offices. The breadth and depth of our experience in acting for investors gives us a strong position to provide our investor clients with commercial and practical advice, whilst also providing a streamlined service that is tailored to the specific circumstances facing the client. Our work includes undertaking due diligence reviews to determine the suitability of fund terms, providing advice on the tax aspects of a proposed investment and negotiating side letter requests. We advise institutional investors on acquiring or selling fund interests in the secondary market, whether single LP stakes or portfolios of interests We also advise investors entering into segregated or fund of one mandates. When combined with the work we do for GPs and managers, we have a 360 perspective on the investment funds market. Advising on co-investments We regularly work on direct private equity, real estate and infrastructure co-investments for investor clients. Our experience is that an ability to execute transactions in a timely and efficient manner is a key component of any co-investment programme. As a firm, M&A work is at the very core of our business, which means we understand the requirements and constraints on any co-investment transaction. We aim to strike the right balance between ensuring a co-investor is suitably protected and the commercial needs of all parties whilst ensuring the transaction is completed on the timetable required by the lead investor. Our execution skills, honed through our long-term involvement with the buy-out transaction market, and our deep understanding of private equity means we are able to provide objective, commercial and pragmatic advice. In the 18 months to June 2015, we worked on over 70 private fund investments and co-investments with a value in excess of 3.6 billion. 6

7 Travers Smith always has a partner or a very senior associate managing the deal who knows exactly what needs to be flagged for internal counsel Chambers, UK 7

8 Life After Close Launching a fund is only the beginning Our involvement does not stop when a fund is launched. In fact, our experience is distinguishable from many in this sector in that we have specialist strength beyond the formation of a new fund. We will strive to be your trusted adviser, building long-term relationships, assisting with day-to-day issues, advising on large-scale projects as well as standing alongside clients through crisis management. Our industry experience and dedicated team enable us to easily manage complex technical issues, whilst maintaining our focus on our clients commercial objectives. We have, in particular, built up substantial experience advising on: fund reorganisations; manager restructuring and spin-outs; high profile placing programmes and other types of secondary fundraisings in the listed funds sector (advising both funds and their sponsors); shareholder activism we have advised on over a dozen requisitioned EGMs in the past few years and their resultant disputes; direct or synthetic secondary transactions where a portfolio of direct investments is acquired by a secondary participant; the ever-evolving and maturing secondaries market; structured products; the obligations applicable to non-uk funds and their managers arising out of their investments in the UK; the obligations arising out of derivatives investments by funds, including the implications of the European Market Infrastructure Regulations; a range of environmental, social and governance and carbon related issues applicable to funds, their managers and investors; and the obligations of fund boards and their individual directors and litigation and regulatory actions undertaken against them. 8

9 In providing services unrelated to primary fundraisings, we can provide the full range of specialist funds knowledge, M&A expertise, legal due diligence skills and specialist tax advice, all from lawyers who are regular advisers to funds and their managers. As a result, where advice is required from a multidisciplinary team, we offer a comprehensive and coherent service from lawyers who understand the sector. When you have significant pieces of work that require a huge amount of thought and brain power quickly, they are the go-to firm. Chambers UK I ve worked with Travers Smith on funds matters for a number of years and I ve always been impressed by the consistently high level of service right across the practice: responsive, technically strong and conscious of business reality, whilst being enjoyable people to work with. David Pinder, Head of Legal Alternatives, Aberdeen Asset Management PLC Travers Smith is very much seen as an extension of our internal team; they not only helped us to set up our business.but did so with complete dedication, uncompromising support and in good humour Andrew Jones, CEO, LondonMetric Property plc 9

10 Working with Fund Managers Advising managers on their business needs Our Investment Funds Group has extensive experience in assisting managers on navigating the myriad of tax, legal, regulatory and commercial issues which can affect the establishment and operation of an asset management business. Our services include advising on the optimal economic, regulatory and commercial structure for your management business and ensuring all necessary authorisations are in place in a timely manner. The widely acknowledged leading funds regulation lawyers Regulatory advice is a vital requirement for both funds and their managers. Our team is characterised by its commercial, proactive approach and in depth knowledge of the UK funds sector and the impact of regulation on it. We provide advice on all regulatory issues which affects managers and the products they offer to clients. We have constantly been at the forefront of developing market practice and thought on regulatory changes, including the European Alternative Investment Fund Managers Directive and its implications for the industry. We have a close understanding of how regulators think although we do not always agree with them. pan-european regulatory and compliance issues, including the impact of the regulatory regime on venture capital and private equity businesses; investment management and global custody services; wholesale and retail financial product development; the structuring, establishment and promotion of investment fund vehicles; market conduct issues; regulatory capital requirements; shareholder activism; market abuse; and disciplinary and enforcement issues. We also act for clients on a wide range of regulatory, marketing, distribution, investment and operational issues arising for clients operating retail, regulated funds. Just some of the areas we specialise in include: a broad range of domestic and 10

11 The service is phenomenal. I don t know how busy they are behind the scenes but the partner in charge is always very hands-on. They re also very linked into the key regulatory points and are always up to date with current market practice. Chambers UK Incentivisation structuring Implementing an appropriate incentivisation arrangement is vital to attract and retain the best staff for any business. Travers Smith s market-leading position advising the asset management industry in private equity means we have particular expertise in carried interest and coinvestment structures for fund managers. We are at the forefront of carried interest innovation and technology, but also possess the experience to know the acceptable boundaries for any scheme. Where a fund has a geographically diverse management team, including non-domiciled individual managers, we advise on the complex issues relating to the remittance basis of taxation. We acted on some of the earliest conversions of fund management companies into limited liability partnerships and we have extensive experience of the use of limited liability partnerships as tax efficient management vehicles. Any tax planning cannot be undertaken in a void. Whether it be succession-planning, regulatory constraints or the need for internal flexibility, our advice will fit the commercial reality. Asset manager M&A and investment We are widely seen as market leaders and regularly win awards for our M&A skills acting on all types of domestic and cross-border transactions in both the public and private fields. We advise on a full range of deal structures from public takeovers and buy-outs to divestments and demergers. The breadth of our experience ensures we are well attuned to both buy-side and sellside, acting for corporates (including asset managers), financial sponsors, investment banks and other investment professionals. This track record gives us a unique view of the market, allowing us to deliver a superior services to our clients. Our wider M&A practice is a top tier private equity practice. We are extensively seen as market leaders with one of the largest teams of dedicated and long standing private equity lawyers in the City. We have recently been awarded Best Private Equity M&A Team by Acquisition International, 2015 and Private Equity Team of the Year by Legal Business Awards,

12 Fund Finance Our Investment Funds Group includes a marketleading fund finance practice. The team advises both lender and borrower clients on a wide range of fund finance lending structures, including: investor call bridge/subscription facilities double leverage facilities NAV facilities co-invest facilities What differentiates Travers Smith from our competitors is our market knowledge. We have been prominent in the fund finance space for many years and have unparalleled experience of products in this sector. We have advised The Royal Bank of Scotland International Limited, one of the most active lenders in the European fund finance market, on more than 200 deals over the last 15 years. Our fund finance clients comprise major banks, non-bank financial institutions, subordinated lenders, private equity houses and funds. Travers Smith have developed a first rate knowledge of the funds sector over the years that we have worked with them. They provide excellent legal and commercial advice which enables us to effect transactions with our clients to all parties satisfaction. We look forward to continuing this relationship in the coming years. Alan Campbell, Senior Director, The Royal Bank of Scotland International Limited 12

13 Industry Involvement Leading the debate Our work and our representation on trade associations give us a detailed knowledge of the workings of the financial markets, enabling us to bring greater insight to the transactions on which we advise. Roles held by our partners include: Vice-Chairman-elect of the Tax, Legal and Regulatory Committee of the European Private Equity and Venture Capital Association ( EVCA ) and member of the EVCA s International Tax and Tax Reporting Working Group; membership of the British Private Equity and Venture Capital Association ( BVCA ) Regulatory Committee and the BVCA Legal and Technical Committee; We also have a close relationship with the Investment Management Association (traditional asset managers) and the Association of Pensions Lawyers. We also have strong links with the LPEQ (the international organisation for the listed private equity sector). We think very carefully about our commitment to these organisations; when we volunteer we do not merely sit back and listen, we spend thousands of hours chairing meetings, engaging with authorities and holding the pen on submissions. Our lawyers have earned a reputation for innovation and quality, advising on the latest changes in this fast-moving marketplace. membership of the Finance Committee and Tax Committee of the British Property Federation ( BPF ); membership of the Finance and the Regulatory Committees of the City of London Law Society ( CLLS ); and membership of various committees of AIMA (the hedge funds association). 13

14 TEAM CONTACTS INVESTMENT FUNDS TEAM Sam Kay Partner, Investment Funds E: T: +44 (0) Jeremy Elmore Partner, Investment Funds E: T: +44 (0) Aaron Stocks Partner, Listed Funds E: T: +44 (0) Will Normand Partner, Listed Funds E: T: Jane Tuckley Partner, Funds Regulation E: T: +44 (0) Margaret Chamberlain Consultant, Funds Regulation E: T: +44 (0) Phil Bartram Partner, Funds Regulation E: T: +44 (0) Stephanie Biggs Partner, Funds Regulation E: T: +44 (0) Tim Lewis Partner, Funds Regulation E: T: +44 (0) Jane Thornton Consultant, Funds Regulation E: T: +44 (0) Rick Stratton Partner, Fund Tax E: T: 44 (0) Emily Clark Partner, Fund Tax E: T: +44 (0) Charles Bischoff Partner, Fund Finance and Derivatives E: T: +44 (0) Daniel Peel Partner, Fund Finance and Derivatives E: T: :+44 (0) Jonathan Gilmour Partner, Fund Finance and Derivatives E: T: +44 (0) Richard Spedding Partner, Asset Management M&A E: T: +44 (0) Anthony Foster Partner, Asset Management M&A E: T: +44 (0) Andrew King Partner, Dispute Resolution E: T: +44(0) Huw Jenkin Partner, Dispute Resolution E: T: +44 (0)

15 We have worked with Travers Smith for many years on a number of projects, from fundraising, regulation, tax matters to ongoing general firm advisory services. Travers have shown themselves to be committed to supporting our business as it grows in size and reach, providing excellent multi-discipline advice. High quality lawyers across disciplines, who are able to balance the requirement for technically sound advice whilst also being practical and solution-orientated, is a key element to Travers Smith s client service ethos. Ken Macnaughton, Partner and CFO, Benson Elliot Capital Management LLP

16 Travers Smith LLP 10 Snow Hill, London EC1A 2AL T: +44 (0)