ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can...

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www.debevoise.com ILFA 2018 Advanced Training 20 September 2018

Transcript of ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can...

Page 1: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

www.debevoise.com

ILFA 2018 –

Advanced Training

20 September 2018

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ILFA 2018 – Advanced Training

Executive Summary

www.debevoise.com

Executive Summary

1 PE FUNDS 101 PRESENTATION

2 STRUCTURING PE DEALS IN AFRICA PRESENTATION

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AFRICA PRACTICE

Debevoise’s highly regarded Africa practice advises both local and international

organisations on a wide range of matters, including investments, M&A, projects,

disputes and joint ventures in the region.

4 BIOGRAPHIES

Geoffrey P. Burgess Partner, London [email protected] +44 20 7786 9075 . Geoffrey Kittredge Partner, London [email protected] +44 20 7786 9025 . Matt Dickman International Counsel, London [email protected] +44 20 7786 5455 . Sayo Ogundele Associate, London [email protected] +44 20 7786 9071

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PE Funds 101

20 September 2018

Geoffrey Kittredge

Matthew Dickman

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Notices

• The contents of this presentation should not be construed as legal, tax,investment or other advice.

• The information in this presentation regarding market data and markettrends is a general overview prepared based on selected funds. The datagenerally does not distinguish funds based on industry focus, nor does itdistinguish between funds raised by institutional and independentsponsors. These and other considerations may cause fund terms todeviate significantly from the general trends noted in this presentation.None of the information presented herein should be held out asrepresenting the views of Debevoise & Plimpton.

• © Copyright 2018 Debevoise & Plimpton – All rights reserved.

2503580320

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Today’s Presenters

GEOFFREY KITTREDGEPartnerTel: +44 20 7786 [email protected]

MATTHEW DICKMANInternational Counsel+44 20 7786 [email protected]

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Table of Contents

1. Overview of Fund Types and Fundraising Process

2. Structuring Private Equity Funds

3. Key Economic Terms

4. Other Key Terms and Investor Protections

5. Investor Negotiation Focal Points

Appendix: Statistics on Certain Key Terms

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1. Overview of Fund Typesand Fundraising Process

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Blind Pools and Other Fund Types

• Blind Pools

• Pledge Funds

– Opt in / Opt out

– Mixed with blind pool

• Deal-by-Deal Funds

– Single investment opportunity (“cost sharing agreement”?)

– Stepping stone to traditional fund

• Separate Accounts

– Single investor fund (“fund of one”)

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Who are the Investors?

• Pension plans (tax exempt, public and private/ERISA)

• Endowments and private foundations (tax exempt)

• Life insurance companies (taxable)

• Banks and financial institutions (taxable)

• Funds of funds (mixed taxable/tax exempt)

• Development Finance Institutions (tax exempt)

• Sovereign wealth funds (tax exempt)

• Individuals and family trusts (taxable)

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Fundraising Steps

Pre-Marketing

PowerPointpresentation

1 or 2 months

Placementagent?

Detailedtermsheet

Legal, tax,marketingadvisers

Structure andTerms

PPM

Roadshow

Investors’diligence

Launch

Fundagreement

Ancillarydocuments

Side letters

InvestorNegotiations

Targetclosingdate

“Dry”/signing

Disclosureupdate

InitialClosing

SubsequentClosings

Structure True-ups

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The Offering: Primary Fund Docs

• PPM

– Track record

– Marketing sections/transaction summaries

– Summary of terms

– Risk factors

– Conflicts of interest

– Tax, securities, ERISA disclosure

• Limited Partnership Agreement

– Terms expanded into detailed provisions

– Terms heavily negotiated

– Side letters

• Subscription Agreement

– Representations & warranties

– Indemnity

– AML

“Unlawful to make any untruestatement of a material fact or toomit to state a material factnecessary in order to make thestatements made, in the light ofthe circumstances under whichthey were made, not misleading.”

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Closings

• The amount of time that the General Partner may hold closings toadmit additional LPs is limited in duration

• LPs want the General Partner’s focus to move to doing deals; concernover new investors getting to take a risk-free look at deals and buy in atcost instead of increased value

• In today’s market, you often see a 12- to 18-month admission period,beginning on the date of the Fund’s Initial Closing

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Marketing in Non-AIFMD Jurisdictions

• Certain jurisdictions can market to suitably qualified investors on a privateplacement basis

• Certain jurisdictions require registration/extra compliance measures, e.g.:

– Japan: filing a Form 20 and complying with applicable reportingobligations

– Korea: registering with the FSS and complying with applicablereporting obligations

– Switzerland: appointing a Swiss representative/distributor/payingagent, unless only marketing to financial institutions or institutionalinvestors

• “Offshore” marketing in certain jurisdictions

– Ensure meetings do not take place onshore where applicable

– Ensure materials are not provided/signed onshore where applicable

– Business team should work with fund counsel to craft bespokemarketing legends and discuss applicable rules

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Marketing in AIFMD Jurisdictions

• Non-EU AIFMs generally rely on national private placement regime

– “Easy” jurisdictions, where notification/simple registration with therelevant authority is sufficient (e.g., UK, Netherlands)

– “Medium” jurisdictions, where registration process is more involved(e.g., Germany, Norway)

– “Hard” jurisdictions, perhaps only reverse solicitation (e.g., Italy,Spain)

• Reverse solicitation

– What constitutes reverse solicitation differs for each jurisdiction

– Avoid initiating contact with prospective investors in the prospectiveinterests (including existing LPs of existing funds)

– Discuss with fund counsel on a jurisdiction by jurisdiction basis

• Once registered, generally have ongoing reporting obligations

– May want to be selective in making registrations

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2. Structuring Private Equity Funds

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Fund Structure

Typical offshore fund structure

Fund(Limited Partnership)

GP LPs

Manager

Fund Sponsor

ManagementFee

InternationalInvestors

FundSponsor

Various jurisdictions

Tax efficient jurisdiction

PortfolioCompany

PortfolioCompany

HoldingCompany

PortfolioCompany

Treaty networkor other jurisdiction

Investment jurisdiction

Adviser

AdvisoryFee

Key sponsor jurisdiction /investment jurisdiction

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Structuring Considerations

• Fund vehicle entity type and domicile may vary based on investmentfocus

• Key objectives are tax-transparency at the fund level, flexibility at theinvestment level and responsiveness to investor requirements

• Most EM funds are structured as limited partnerships

– Simple, customary and very flexible

– US limited partnerships create tax issues for US investors andare generally avoided

• Impact of BEPS

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Structure Drivers• Levels

– Fund (keep it familiar to investors)

– Below-the-fund (portfolio investments)

– Above-the-fund (GP, Manager/Adviser, carry vehicles)

• Tax

– Investors (taxable/tax-exempt? Key jurisdictions?)

– Parent sponsor (capital investment)

– Team (carried interest? Management company profits? Employee bonusscheme? Co-invest?)

– JV partners, co-sponsors?

• Legal and regulatory

– Fund

– GP, Manager/Adviser

– Flexibility (“drafting the deal”)

• Investments

– capital gain? income? both?

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Structuring Private Equity Funds

• Common to use a limited partnership structure

– General Partner makes decisions and has unlimited liability

– LPs provide capital, have very limited authority to makedecisions and have limited liability

– Limited partnership structure allows for great flexibility

• Organized in a jurisdiction that will not impose tax on the Fund itself

– Rationale is that tax will be paid by each LP in its homejurisdiction

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The General Partner

• Ultimate management control over Fund

– But may delegate to or appoint Manager

• Unlimited liability

• Single-purpose vehicle (separate GPs for Fund I, II, III,...)

• Generally structured as a limited partnership or limited liabilitycompany

• Fund makes investments, but essentially a passive vehicle

– Operates through its General Partner or Manager

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The Manager/Adviser

• The real “business” of the Fund sponsor

– Employees, real estate, corporate goodwill are here

– Finds, negotiates, oversees investments

– Receives a management or advisory fee

• Can manage or advise more than one fund

• Generally structured as a limited liability company or a limitedpartnership

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Co-Investment and Parallel Funds

• Co-investment funds may have different terms

• Generally invest at the same time and on the same terms as the Fund

• Key investor point: avoid cherry-picking

• Generally cannot exit prior to the Fund’s exit

• Share investment expenses, indemnification expenses

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3. Key Economic Terms

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Management Fee

• During the Investment Period, generally a fixed percentage of totalcommitted capital, paid on a semi-annual or quarterly basis; there aresome variations

• After the Investment Period, generally a fixed percentage of totalinvested capital; there are some variations (write-offs, writedowns,successor funds)

• Reductions for other fees: directors’ fees; transaction fees; monitoringfees; advisory fees; break-up fees

• ILPA:

– Should be based on reasonable operating expenses and reasonablesalaries

– 100% offset of fees

– Step down at end of the Investment Period, during term extension andonce there is a follow-on fund

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Alternative Management Fees

• Increased prevalence of variable rates post-global financial crisis

– Management fee rate is lower for LPs investing at first closing (“early birddiscount”)

» Reduction in headline MF rate for first closers

» Reduction in headline MF rate for first closers, but only for a finite period(e.g., during fundraising or first year of investment period)

» Reduction in headline MF rate and a carried interest discount for first closers

– Management fee rate varies based on size of LP’s Commitment

» Fund offers specified discount on headline MF rate for all LPs withCommitments in excess of specified amount (or tiers of increasing discountsfor tiers of increasingly large Commitments)

– Management fee rate payable by all LPs varies based upon aggregateCommitments

» MF rate is 2% of aggregate Commitments up to $1bn or 1.25% of aggregateCommitments above $1bn

– Other variations, e.g., take into account commitments to other funds of the samesponsor

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Distributions (aka The Waterfall)

• First: return of capital – 100% to the Limited Partners to returncontributed capital

• Second: 8% preferred return – 100% to the Limited Partners to givethem an 8% return on those amounts

• Third: GP catch-up – 100% to the General Partner to “catch up” to the80/20 deal

• Fourth: 80/20 split – 80% to the Limited Partners and 20% to theGeneral Partner

• US model: more likely to return only capital on realized deals, capitalfor [net] unrealized loss deals and management fees and other fundexpenses allocable to such amounts prior to carried interest

• Current income waterfall

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Carried Interest Clawback

• Protects the 80/20 deal and preferred return

• If at the end of the Fund it is determined that the General Partner hasreceived more than 20% of the profits or the Limited Partners have notachieved the preferred return, then the General Partner must returnthe amount of any over-distributions (amount capped on an after-taxbasis)

• Interim clawback sometimes seen, particularly in US model waterfallthat returns capital deal by deal

• Guarantee of clawback is typically several, not joint and several

• Escrow/reserve account

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All Partner Giveback

• Under certain circumstances, the General Partner may require thePartners to return distributions for the purpose of satisfying any Fundobligations or liabilities

• Often limited by time and/or amount

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Co-Investment

• Can be a big attraction for LPs; GP often has wide discretion todetermine availability/amount of co-investment

• Co-investors generally invest at the same time and on the same termsas the Main Fund

• Key issues:

– Side letter co-investment rights?

– Fee/carry?

– Apportionment of expenses

– Co-investment vehicle?

– Disclosure of co-investment rights/process to other LPs

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4. Other Key Termsand Investor Protections

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Term and Investment Period

• 10-year term, plus 2 or 3 one-year extensions

• Five-year investment period beginning on the date of the Initial orFinal Closing

• Once the Investment Period is over, the Fund cannot make newportfolio investments, but may (i) complete portfolio investments thatare in process, (ii) make follow-on investments [in an aggregateamount up to [25%] of total Commitments], and (iii) continue to drawdown Commitments to pay Fund liabilities and expenses

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Key Person Termination

• Provision protects the LPs in the event that Mr. or Ms. Big, or a certainnumber of Principals, leaves the Manager or devotes insufficient timeto the Fund

• Suspension of Investment Period to propose qualified replacements

• Management Fee consequences?

• Could be very difficult to maintain the Manager’s business in the eventof termination of the Investment Period

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No Fault Rights

• LPs may vote to terminate the Investment Period (or, in some funds, toremove the General Partner or force the Fund to wind up) for any or noreason

• Important to have the percentage vote large enough (e.g., 75%, 80% or85% in interest) to avoid minority of LPs (by number) forcing adecision on the majority of the LPs

• Accounting consolidation issue for institutional sponsors

• Considerations: economics if General Partner is removed?

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For-Cause Removal

• If a court has determined that the General Partner engaged in certainconduct (e.g., conviction of a fraud or felony having a material adverseeffect on the Fund), the LPs may vote to remove

• Generally majority or 66-2/3% in interest required to remove

• Considerations: haircut on the carried interest

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Successor and Affiliate Funds

• Generally will need Advisory Committee or LP approval to makeinvestments on behalf of a successor fund before the earlier of (i) theend of the Investment Period and (ii) the date on which [80%] of totalCommitments have been invested, reserved or committed

• Affiliate conflicts: other funds and activities

• Deal flow allocation: right of first refusal

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Advisory Committee

• Committee of investor representatives selected by the General Partner

• Generally serve for the entire term of the Fund

• Consulted by the General Partner as needed regarding potentialconflicts of interest; may approve the Fund’s valuation methodology

• Impact of ILPA proposals

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Diversification

• Provision prevents the General Partner from putting too much moneyin any one deal, and sometimes in any one industry and/or outside aspecified geographic location

• Typically includes guarantees

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Exclusion from Certain Investments

• An LP may be excused from a deal if participating in such deal wouldbe illegal or is otherwise prohibited by statute or regulation, and incertain other limited circumstances

• An LP may be excluded from a deal if the General Partner determinesthat such LP’s participation in such deal would be illegal or wouldimpose a material tax, regulatory or other burden on the Fund, and incertain other limited circumstances

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Bridge Investments

• Provision allows the Fund to provide interim financing to a portfoliocompany in connection with an investment

• The amount is generally capped

• Typically treated as a portfolio investment after 12-18 months

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Reinvestment/Recycling

• Provision allows the Fund to reinvest capital returned to the LPs withinlimited time frame (e.g., capital invested by the Fund and realizedwithin [13] months)

• Generally permitted to recycle capital funded to pay Fund expenses ororganizational expenses

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Organizational Expenses

• The Fund pays all legal and other expenses incurred in connection withthe formation of the Fund, generally capped at a percentage ofCommitments or a flat amount

• The Manager will bear any organizational expenses in excess of thestated cap, sometimes through a 100% offset against the ManagementFee

• Similarly, placement fees are typically borne by the Manager,sometimes through a 100% offset against the Management Fee

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Other Expenses

• The Manager will pay all normal overhead and operating expensesincidental to its provision of day-to-day services to the Fund (e.g., rent,utilities, salaries of the Principals and the other employees)

• The Fund will pay: all costs, expenses and liabilities in connection withits operations, including: fees, costs and expenses related to thepurchase, holding and sale of portfolio investments (to the extent notreimbursed); expenses incurred in connection with transactions notconsummated; insurance premiums; taxes; fees and expenses ofaccountants, administrators, counsel and consultants; costs andexpenses of the Advisory Committee and the annual meeting; litigationexpenses; and other extraordinary expenses

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Indemnification/Exculpation

• Absent gross negligence, fraud, willful misfeasance, reckless disregardof duty or gross negligence (“Disabling Conduct”), none of the GeneralPartner, the Manager or the Advisory Committee will be liable to theFund or the LPs, and they will be indemnified for liabilities incurred inconnection with the Fund

• Definition of Disabling Conduct may be expansive or more narrow

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Reporting/Annual Meeting

• Annual audited financial statements and quarterly unaudited financialstatements and other reports are generally provided to the LPs

• The Fund will hold annual meetings to discuss the Fund’s investmentactivities and portfolio

• FOIA considerations

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Transfers and Withdrawals

• LPs generally may not sell, transfer or pledge their interests in theFund except with the consent of the General Partner

• LPs generally may not withdraw from the Fund

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Subsequent Closing Partners

• LPs admitted to the Fund after the Initial Closing generallyparticipate in all deals made prior to their admission

• Contribute an amount equal to their proportionate share of allfunded Commitments of Partners admitted in prior closings, plusinterest

• Amounts contributed by subsequent closing Partners (other thanamounts attributable to the Management Fee) are refunded to thepreviously admitted Partners and, other than the interestcomponent, may be drawn down again by the Fund

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Drawdowns

• Unlike a hedge fund, a private equity fund only calls capital as andwhen needed to make investments and to pay Fund liabilities andexpenses

• Generally upon 10 days’ prior written notice

• Fund may utilize a credit facility to bridge drawdowns

• Early drawdowns increase the amount of distributions to investorsnecessary to achieve the preferred return and reduce the Fund’sIRR. Credit facilities are therefore viewed by many sponsors andinvestors as a benefit. Overall return (and GP’s carry, assumingpreferred return is cleared), however, will be lower as a result ofinterest expense.

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Limited Partner Default

• Penalty for failing to contribute capital on time or at all

• Penalty for transferring all or a portion of its interest in contraventionof the Limited Partnership Agreement

• Enforceability, especially in bankruptcy

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5. Investor Negotiation Focal Points

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Investor Negotiation Focal Points

• Rights to extend Fund term/investment period (effect on managementfees?)

• Investment Restrictions and Diversification

• ESG Policies – Covenants from GP to comply with the GP’s own ESGpolicies and for the GP to comply with LP’s ESG policies

• Excuse Rights – Requests for a broad range of policy driven excuserights (particularly with respect to softer criteria (environmental,human rights, etc.))

• Caps on Maximum Additional Amounts Callable to CoverExcuse/Default – Requests for a cap on the amount able to be drawn tocover a shortfall arising from an excuse or default

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Investor Negotiation Focal Points (cont’d)

• Conflicts of Interests – Increased focus on how conflicts of interest areaddressed

• LP Advisory Committee – Requests for more detailed provisionsregarding the operation of the advisory committee and increasedtransparency of advisory committee business vis-à-vis other LPs

• Amount of GP commitment (“skin in the game”)

• Fund size – hard cap? (and floor?)

• Recycling and reinvestment

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Investor Negotiation Focal Points (cont’d)

• Upstreaming of information – Requests (especially from funds offunds) to upstream a broad range of information, including portfolio-level financial and non-financial information

• Bespoke Reporting – Requests for quarterly and annual reports in abespoke format as well as requests for bespoke or ILPA-formdrawdown and distribution notices

• Restrictions on disclosure of LP name/identity

• Co-Investment – Requests for pre-agreed terms for co-investmentopportunities (no fees, no carry) and obligations to offer suchopportunities to requesting LPs

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Investor Negotiation Focal Points (cont’d)

• Side Letters

• Typical issues:

– “Most Favored Nation” (Based on commitments? Carve-outs?)

– Confidentiality carve-outs

– Use of LP’s name

– Reporting

– Excuse rights

– Compliance with Law covenants

– “No litigation” representations

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Appendix: Statistics onCertain Key Terms

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Sample & Methodology

• Charts in the body of this presentation are based on a review of key business and legal termsfor 366 funds raised since 2009 and contained in the Debevoise IMG Database:

– 111 funds in the Asia-focused funds sample, ranging in size from $24 million to $6billion

– 17 funds in the Latin America-focused funds sample, ranging in size from $70 millionto $2.1 billion

– 7 funds in the Africa-focused funds sample, ranging in size from $250 million to $1.1billion

– 21 funds in the other emerging market-focused funds sample (which include MENA,CEE/CIS and multi-EM region funds), ranging in size from $65 million to $2.8 billion

– 122 funds in the U.S. buyout fund sample, ranging in size from $70 million to $18.4billion

– 88 funds in the European buyout fund sample, ranging in size from $65 million to $15billion

• The emerging market sample includes a range of national and regional focuses and investmentstrategies, including buyout funds, real estate funds, infrastructure funds and growth capitalfunds. The sample does not include funds of funds or secondary funds.

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Management Fees RatesManagement fee percentage rate during investment period(Source: Debevoise IMG Database)

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Management Fees Rates (cont’d)Management fee percentage rate after investment period(Source: Debevoise IMG Database)

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Fee Offsets – Transaction fee and other offsetsagainst the management feeTransaction fee sharing(Source: Debevoise IMG Database)

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Distributions (cont’d)Distribution waterfall(Source: Debevoise IMG Database)

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Carried Interest Clawback TimingFrequency of carried interest clawback operation(Source: Debevoise IMG Database)

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Carried Interest Clawback ProtectionGP carried interest guarantees(Source: Debevoise IMG Database)

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Carried Interest Clawback Protection– Escrow ArrangementsEscrow arrangements(Source: Debevoise IMG Database)

60

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Carried Interest Clawback Protection– Escrow Arrangements (cont’d)Escrow arrangements – percentage of distributions held in escrow(Source: Debevoise IMG Database)

61

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All Partner Giveback (cont’d)All partner giveback provisions(Source: Debevoise IMG Database)

62

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All Partner Giveback (cont’d)Cap on all partner giveback amounts – source basis(Source: Debevoise IMG Database)

63

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All Partner Giveback (cont’d)Cap on all partner giveback amounts – percentage basis(Source: Debevoise IMG Database)

64

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All Partner Giveback (cont’d)Time limit on all partner giveback obligations – reference date(Source: Debevoise IMG Database)

65

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Key Person Termination (cont’d)Key person provisions(Source: Debevoise IMG Database)

66

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Key Person Termination (cont’d)Operation of key person provisions(Source: Debevoise IMG Database)

67

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No Fault SuspensionNo fault suspension of commitment period(Source: Debevoise IMG Database)

68

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No Fault RemovalNo fault GP removal(Source: Debevoise IMG Database)

69

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No Fault DissolutionNo fault dissolution of fund(Source: Debevoise IMG Database)

70

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Thank You

New York919 Third AvenueNew York, NY 10022+1 212 909 6000

Washington, D.C.801 Pennsylvania Avenue N.W.Washington, D.C. 20004+1 202 383 8000

London65 Gresham StreetLondonEC2V 7NQ+44 20 7786 9000

Paris4 place de l’Opéra75002 Paris+33 1 40 73 12 12

FrankfurtTaunustor 1 (TaunusTurm)60310 Frankfurt am Main+49 69 2097 5000

MoscowBusiness Center MokhovayaUlitsa Vozdvizhenka, 4/7Stroyeniye 2Moscow, 125009+7 495 956 3858

Hong Kong21/F AIA Central1 Connaught Road CentralHong Kong+852 2160 9800

Shanghai13/F, Tower 1Jing’an Kerry Centre1515 Nanjing Road WestShanghai 200040+86 21 5047 1800

TokyoShin Marunouchi Bldg. 11F1-5-1 Marunouchi, Chiyoda-kuTokyo 100-6511+81 3 4570 6680

71

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Structuring PE Deals inEmerging Markets

Geoffrey P. Burgess

Sayo Ogundele

International Lawyers for Africa

September 20, 2018

Page 75: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Agenda

• Introduction

• Investment structuring

• Governance

• Transfers and exits

• Other deal issues

• Enforcement

2

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3

INTRODUCTION

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Contexts

• Shareholders’ agreements are used in many situations

• PE minority/majority investment with existing founder(s)

• PE true “club deal”

• PE “mixed club”

• PE “coinvestment”

• PE “management equity”

• PE - emerging markets minority investment

• Founding professionals of a PE fund

• Other strategic joint ventures

4

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Term Sheet vs Long-Form Documentation

• Term sheet is crucial to bring issues to the table

• Few business people are experienced with all aspects of shareholders’agreements

• Nothing beats a term sheet to focus attention on tough issues

• Better to kill the deal early if no meeting of the minds

• Term sheet only?

• Consortium agreement in state tender

– Consortium agreement in state tender

– Club deals in auction process

– Enough to get internal approvals

5

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6

INVESTMENT STRUCTURING

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Common Structuring Drivers

• Target’s business plan, e.g., financing and expansion

• Local licenses

• Local shareholding requirements

• Governmental and third-party consents for the deal

• Tax optimization

• Exchange control

• Refinancing and exit planning

• Enforceability

• Minimizing risk of state interference

7

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Structuring Tools

• Change investor form and/or location

• Change form of investment or financing

• Change target jurisdiction

• Use of contracts

• Use of variable interest entities

8

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Tax Aspects

• Potentially applicable rules

– Domestic law

– Treaties

– Special U.S. issues

– Creditability of taxes paid

• Key taxable moments

– Entry: transfer taxes

– Holding period

» Taxes on dividends (internal, WHT) and shareholder loan interest

» Transfer pricing

» Don’t forget intra-group transfers

» Refinancing/recapitalizations

– Exit: transfer taxes, capital gain taxes, WHT

• Recent drive to implement “BEPS” (base erosion profit shifting) principles

9

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Investment Treaties: What Are They?

• Investment treaties are agreements between two (or more) states for the promotion andprotection of investments made by nationals of one state in the territory of the otherstate(s)

• Investment treaties contain binding international legal obligations that are usuallydirectly enforceable by investors against states:

– Provide fundamental substantive legal protections for investment as alternativeto local law (e.g., prohibits expropriation and discrimination; mandates fair andequitable treatment; respect of contractual rights etc.)

– Provide for international arbitration of treaty claims as alternative to local courts

• Investment treaty protection is critical for cross-jurisdictional investments, particularlythose made in high-risk jurisdictions

• Level of protection varies by treaty

– Key to understand what is not covered, e.g., tax risks

• Protection may be available for indirect investments

10

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Investment Treaties: How Do Investors Benefit?

• Investors can structure their investment so that they are affordedsuitable protection under a treaty

• Investment structuring is not expensive to do and can be undertaken inconjunction with tax structuring, especially compared with alternativeprotections such as political risk insurance

• Investment structuring can be done when making an investment orsubsequently (prior to a dispute arising)

• Qualifying investors with protected investments have won (althoughnot always obtained full recovery) sizeable awards when a state hasbreached its obligations:

– $1.8 billion award in Occidental Petroleum v. Ecuador

– $780 million award in CSOB v. Slovak Republic

– $330 million award in CME v. Czech Republic

11

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Common Holding Company Jurisdictions

• “Offshore”, “onshore”, hybrid jurisdictions

• BVI/Cayman Islands

• Mauritius

– Excellent tax network

– Decent BIT network

– Business-friendly, stable government

– Common law, with a twist

• Luxembourg and Netherlands

– Similar to Mauritius

– Not African

– Civil law

• Others?

12

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Funding and Contributions

• Funding schedule

• Backup plan for overruns

• Equity vs shareholder loans vs third-party debt

• Forms of equity (e.g., preference shares)

• In-kind contributions

• Shareholder loan terms

• Backup plan for overruns

• Pre-emption rights for issuance of new equity and exceptions

13

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Typical Structures

14

Foreign Investor

Holdco OtherShareholders

Target

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Typical Structures (cont’d)

15

Foreign Investor

HoldcoOther

Shareholders

NewHoldco

Target

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Typical Structures (cont’d)

16

Foreign Investor

HoldcoOther

Shareholders

Target

Sub1 Sub2 Sub3

Shareholderloans

Shareholderloans

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Typical Structures (cont’d)

17

Foreign Investor

HoldcoInternationalShareholders

NewHoldco

Target

LocalShareholders

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Typical Structures (cont’d)

18

Foreign Investor

HoldcoOther

Shareholders

NewHoldco

Target

LocalShareholders

Domesticlicensee(the VIE)

VIE controlcontracts

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19

GOVERNANCE

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Objects

• “Business”

• Exceptions

• Geography

• Duration

• Flexibility to change objects

20

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Governance

• Governance structure: oversight vs execution

• Shareholders vs board vs board committees vs management

• Veto rights and other minority protections

– Protective rights only (e.g. approval of changes to the scope of the business)

– Veto rights that affect day-to-day management (e.g. approval of business plan)

• Personal rights vs scaling with shareholding

– Usually voting percentages correspond to economics

– But not always….

• Interaction with company articles and local law

• Authority of founders/key managers

• Governance of subsidiaries

• Resolution of disagreements

21

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Deadlocks

• What if the parties cannot agree:

• Depends on whether deadlock is on protective right or on day-to-daybusiness matters

• Could do nothing

• Mediation/adjudication of dispute

• End relationship

– Sell the venture to third parties

– One party buys the other

– Dissolve and liquidate

22

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Affiliate Transactions

• Identify likely affiliate transactions in advance

• Think carefully about what is an “affiliate”

– For founders/managers, are family members included?

– For funds, are portfolio companies included?

• Special rules for permitted transactions

• Approval required even if “arms length”?

• Enforcement

23

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24

TRANSFERS AND EXITS

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Transfers & Exits: General Issues

• Should indirect transfers be regulated? If so, how?

• Are partial transfers permitted?

• What rights are assignable with the shares?

• “Stapling” of all instruments: shares, shareholder loans, etc.

• Prohibited transferees

• Applicable securities laws

• Construction of the clause: all permitted unless prohibited? Or viceversa?

• Specific exit rights discussed below. Generally, a PE fund’s exit rightsexpand over time

25

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Transfers & Exits: Initial Hold Period

• Transfers are often restricted until:

– A certain period of time has passed

– The occurrence of a “trigger event”

• Management transfers are sometimes restricted indefinitely

• Exceptions:

– Affiliate transfers (consider who is an affiliate and what happensif the relevant person ceases to be an affiliate)

– Estate planning (for management)

– Under other clauses (e.g., pursuant to tag-along rights)

• Consider stapling of all instruments: shares, shareholder loans etc.

26

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Transfers & Exits: Post-Hold Period

• Permitted, but possibly subject to:

– Right of First Refusal/Right of First Offer

– Tag-Along Rights

– Drag-Along Rights/Forced Sale Provisions

– Put and Call Provisions

– Registration Rights

27

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Transfers and Exits: ROFR, ROFO

• Right of First Refusal (ROFR): If a shareholder receives an offer forthe purchase of its shares from a third party, it must provide specifiedother shareholders with the opportunity to match that offer within acertain time period

• Right of First Offer (ROFO): If a shareholder proposes to sell itsshares, it must first offer the shares to specified other shareholders

– The selling shareholder delivers a notice to the other specifiedshareholders which will contain, among other things, the price atwhich the transferring shareholder wishes to sell its shares.

– If the other specified shareholders do not elect to purchase theoffered shares, the selling shareholder is permitted to sell itsshares to a third party, but only at a price that is equal to orgreater than what was offered to the other specifiedshareholders.

28

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Transfers and Exits: ROFR, ROFO

• Which parties’ shares are subject to ROFR or ROFO? Which partieshave the benefits of the ROFR/ROFO?

• Is the ROFR/ROFO exercisable for less than all of a transferringshareholder’s interest?

• Can other conditions be imposed?

• If the ROFR or ROFO is not exercised, how long will the transferringshareholder have to complete a sale with a third-party purchaser? Anyroom for deviation on terms of third-party sale?

• How do these differ from pre-emption rights?

29

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Transfers and Exits: Tag Rights

• Rights to participate, pro rata, in a proposed sale by anothershareholder

– Any minimum size/value?

– Which shareholders will be subject to (and have the benefit of)tag rights?

– When can minority tag out 100%?

• Tagging shareholders must transfer their shares on the same terms andconditions and for the same consideration as the transferring Sponsor

– Permit sales for non-cash?

• Any limitations on reps/warranties that tagging shareholders may berequired to make? Liability cap for tagging shareholders?

30

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Transfers and Exits: Drag Rights

• Right to require other holders to participate pro rata if the leadinvestor proposes to sell shares

– Which investors will have drag-along rights? Will rights beexercisable immediately, only after the initial hold period, orafter some other triggering event?

– Will drag-along rights apply to sales of less than all of thedragging shareholder’s shares? If so, any will any minimum salesize apply?

– Any minimum investment return required?

• Dragged holders sell on same terms as initiating seller

– To what extent can shareholders be dragged into reps,indemnities, etc?

– Can holders be dragged into a sale for non-cash?

31

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Transfers and Exits: Forced Sale / IPO

• One or more of the lead investors has the right to sell the entirecompany and, typically, run a sales process

– Like drag-along rights, forced sale provisions allow the initiatingseller to maximize its exit proceeds by giving it the ability to sellthe entire company

– Puts the entire Company in play prior to securing a buyer (e.g.,engaging an investment banker, preparing an offeringmemorandum, conducting an auction)

– Sometimes includes a “forced IPO” alternative (with registrationrights, if applicable)

• A well drafted drag-along right can provide the same benefits as aforced sale provision

32

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Transfers and Exits: Puts and Calls

• Provides one party with certainty of exit

• Held by a shareholder or the JV company

• Common contexts:

– By managers upon certain termination events

– “Punishment” for breach

• How is put/call price determined?

– “For Cause”: typically the lower of FMV and original purchaseprice, or a fixed discount to FMV

– “Without Cause” termination death, disability: typically FMV

– Who determines FMV and using what methodology?

• Relationship with other damages

33

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34

OTHER DEAL ISSUES

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Compliance Matters

• Applicable compliance procedures

– Impact investments

– Can applicable rules change over time

• Ongoing reporting

• Special audit rights

• Special remedies

35

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Non-Compete Undertakings

• What “business” is within the scope of protections?

• What “affiliates” are bound?

• Non-compete provisions and their scope and exceptions

• Obligations to refer business

• Restrictions on poaching of employees

• Relationship to confidentiality provisions

• Duration and survival of the restrictions

36

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Related Agreements

• What related agreements are needed?

• When do they go into place?

• Relationship for defaults

• Special governance issues, e.g., enforcement

37

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Other Deal Issues

• Dividend policy

• Pre-emption rights

• Information rights

• Confidentiality

• Parent entities

• Application of US/UK/EU law

• Merger control

• IP

• Tax planning

• Investment treaty protections; other political risk issues

• Choice of law; resolution of disputes

38

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39

ENFORCEMENT

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Solutions to Common Problems

• Local courts are weak, slow, partial

– Submit to jurisdictions of foreign courts

– Local or international arbitration

– Watch out: local courts may be required for certain matters

• Difficulty in enforcing foreign arbitration awards

– Offshore collateral

– Third-party guaranties

• Counterparty credit risk

– Third-party guarantees

– Collateral, such as pledge of JV company stake

– Representation and warranty insurance(?)

40

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Solutions to Common Problems (cont’d)

• Political risks

– Legal stabilization agreement

– Bilateral investment treaty

– Political risk insurance

– Involvement of DFI’s

• Multiple parties and stakeholders

– Effect on arbitration process

– Ability to seek mischief in multiple jurisdictions

• Contractual incentives

– Below FMV buy-out rights

– Disenfranchisement provisions

– Audit rights

– Publicity rights

41

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Dispute Resolution

• Characteristics

– Speed

– Cost

– Determinative/Binding

– Finality

– Enforceability

– Relationship/Business preserving

– Privacy/Confidentiality

– Fairness

– Thoroughness

– Flexibility

– Autonomy

42

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Dispute Resolution (cont’d)

• Some options

– Negotiation

– Mediation

– Neutral Evaluation

– Adjudication/Expert Determination

– Litigation

– Arbitration

43

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Dispute Resolution (cont’d)

• International Arbitration – the “Gold Standard”

– Private (but not necessarily confidential)

– Enforceable – NY and other conventions

– Neutral

– Final

– Flexible

– Party autonomy

• But not necessarily:

– Fast

– Cheap

44

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Dispute Resolution (cont’d)

• International Arbitration – the “Gold Standard”

– Most African states are signatories to the NY Convention (Angola6 March 2017)

– Several have adopted the UNCITRAL Model Law, includingKenya, Nigeria and Uganda

– Sixteen African states are currently members of the Organisationfor the Harmonisation of Business Law in Africa (OHADA), andhave adopted Uniform Arbitration Act (Uniform Act)

• But many states are not NY convention signatories: Western Sahara,Libya, Guinea-Bissau, Sierra Leone, Togo, Chad, Sudan, Eritrea,Ethiopia, Somalia, Republic of Congo, Malawi, Namibia

• And even some signatories have a poor record of enforcement:

– See e.g., IPCO (Nigeria) Limited (IPCO) v. Nigerian NationalPetroleum Corporation (NNPC)

45

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Dispute Resolution (cont’d)

• International Arbitration – some basic choices

– Governing law

– Seat/Venue/Place of Arbitration

– Ad Hoc or Institutional

– Language

– Number of arbitrators

– Method of appointment

46

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Dispute Resolution (cont’d)

• Investment Treaty Arbitration

• Parties: Investor v. State/State entity

• Claim: The State breached its (public international law) obligations tothe investor under the investment treaty

• Forum: International arbitration (e.g., ICSID, ICC, ad hoc underUNCITRAL rules)

• Process:

– Notice of dispute (cooling-off period)

– Request for arbitration

– Arbitration (may be split into jurisdiction/merits/quantumphases)

– Annulment (potentially, in ICSID arbitration)

47

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Dispute Resolution (cont’d)

• Investment Treaty Arbitration

• Enforcement

– ICSID arbitration award enforced in contracting states as if itwere a final judgment of a court in that state

– Other arbitration award may be enforced as a commercialarbitration award against a state

• Publicity

– Existence of ICSID arbitrations is in the public domain

• Effect on business relationship?

48

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Dispute Resolution (cont’d)

The best of all possible worlds?

• Escalation

• Bifurcation

• Hybrid (unilateral or bilateral)

• Consolidation and joinder

Complexity can bring benefits but risks delay, dispute, error andunenforceability if not carefully drafted.

49

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Contact Information

50

Geoffrey P. [email protected]+44 20 7786 9075

Sayo [email protected]+44 20 7786 9071

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ILFA 2018 – Advanced Training

Africa Practice

www.debevoise.com

Africa Practice

London

+44 20 7786 9000

Raman E. Bet-Mansour

Geoffrey P. Burgess

Tony Dymond

Lord (Peter) Goldsmith QC, PC

David Innes

Geoffrey Kittredge

Wendy J. Miles QC

Patrick Taylor

Frankfurt

+49 69 2097 5000

Philipp von Holst

New York

+1 212 909 8000

Donald Francis Donovan

Ina C. Popova

Natalie L. Reid

Paris

+33 1 40 73 12 12

Antoine F. Kirry Debevoise’s highly regarded Afr ica practice advises both local and international organisations on a wide range of matters, includin g invest ments, M&A, projects, disputes and joint ventures in the region.

Debevoise’s highly regarded Africa practice advises both

local and international entities on matters including

M&A, investments, joint ventures, oil & gas, mining and

infrastructure projects, and investment treaty and

commercial disputes. Clients of the practice include

private equity firms, financial institutions, governments

and state-owned entities, African and international

corporates, oil majors, and mining and infrastructure

multi-nationals.

The firm has a wealth of experience in helping clients to invest across Africa, and

has been particularly active in private equity. The team has advised on numerous

headline acquisitions as well as on the formation of Africa-focused funds. Our

European partners are active members of numerous private equity trade

associations including the Legal & Regulatory Committee of the African Private

Equity & Venture Capital Association, the Legal & Regulatory Council of the

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Association.

We have an Africa-focused arbitration and litigation team. We have acted both

for governments and corporate investors across Africa - from Libya and Egypt to

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treaty and commercial arbitrations worth tens of billions of dollars, concerning

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we are particularly well-suited to represent parties in investment disputes.

Our lawyers speak over 30 languages and are qualified in various civil and

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world, with exceptional cross-border capabilities, as well as local law capacity in

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ILFA 2018 – Advanced Training

Africa Practice

www.debevoise.com

AWARDS AND RECOGNITIONS

Ranked as a leading law firm in Emerging Markets.

—LEGAL 500 UK, 2017

The group has “considerable knowledge and skill in

negotiating, drafting and supporting complex and

challenging transactions in Africa”.

—LEGAL 500 UK, 2017

Ranked in Band 1 for global-wide capabilities in

Investment Funds and Insurance.

The only firm ranked in Band 1 for global-wide

capabilities in Arbitration (International), Public

International Law and Corporate Investigations.

“Dominant global private equity practice with

experience advising a comprehensive range of clients,

from start-ups to major financial institutions, on a

variety of fund structures.”

“A ‘powerhouse in investor-state arbitration.’”

“Remains a leader in the PIL field and is particularly

active in the investor state arbitration context, acting on

mandates relating to investments in the energy,

telecoms and natural resources sectors and before

various bodies including ICSID. Impressive activity on

inter-state arbitrations, and its representation of NGOs

and other advocacy organisations highlight the breadth

of the capacity and skills at the firm's disposal.”

—CHAMBERS GLOBAL, 2017

“They have been excellent in terms of the strategy and

understanding a cross-border environment. They work

well with lawyers of other countries and have an ability

to adjust to other cultures.”

—CHAMBERS GLOBAL, 2016

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ILFA 2018 – Advanced Training

Africa Practice

www.debevoise.com

Awarded “Global Pro Bono Deal of the Year” for

representation of Opportunity International in its sale of

a majority stake in Kinshasa, a microfinance institution

operating in the Democratic Republic of Congo (DRC),

to VisionFund International.

—AMERICAN LAWYER GLOBAL LEGAL AWARDS, 2015

REPRESENTATIVE CLIENTS

Ashanti Goldfields

Banff Resources

The Carlyle Group

Cascade Investment

ENRC

Eton Park Capital

Exxon Mobil

First Quantum Minerals

Genbel Securities

Gensec Bank

Government of Ghana

Helios Investment Partners

Korea Heavy Industries

and Construction

Mitsui

Och-Ziff Capital

Phelps Dodge

Phillip Morris

RHJ International

Ripplewood Holdings

Royal Dutch Shell

South Africa Capital Growth

Fund

Société Générale

World Bank

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ILFA 2018 – Advanced Training

Africa Practice

www.debevoise.com

AFRICA PRACTICE SELECT REPRESENTATIONS

Mergers & Acquisitions

Helios Investment Partners

in fund arrangement aspects

of the IPO on the London

Stock Exchange of Vivo

Energy, the company that

distributes and markets Shell-

branded fuels and lubricants

to retail and commercial

customers in Africa.

SBM Ventures in its

investment in mPharma, an

Africa-based company that

manages prescription drug

inventory for pharmacies and

their suppliers in various

African jurisdictions.

Prudential Financial, as the

primary investor in LeapFrog

Strategic African Investments

(LSAI), in LSAI’s $180 million

investment in Ghanaian

financial services market

leader Enterprise Group.

Helios Investment Partners

in the formation of a joint-

venture with GBfoods,

targeting the African fast

moving consumer goods

(FMCG) sector, creating one

of Africa's largest FMCG

groups, operating in 30

African countries, including

leadership positions in Nigeria

and Ghana.

Helios Investment Partners

in its sale of a minority stake

in Interswitch to TA

Associates. Helios

Investment Partners remains

the majority shareholder

following the transaction.

Capital Group Private

Markets, part of Capital

Group, in its acquisition of a

35% interest in Tsebo, the

leading Pan-African facilities

services company.

Helios Investment Partners

in a subsequent investment in

MallforAfrica, a Nigerian e-

commerce company.

A private equity fund in the

subscription of subordinated

convertible promissory notes

in a Cayman Islands

incorporated company which

operates an energy business

in Africa.

Helios Investment Partners

and its investment vehicle

Samba Luxco in the

settlement of claims made in

an ICC Arbitration regarding

Samba's stake in Africatel.

The settlement involved

reducing Samba’s stake in

Africatel from 25% to 14%,

and the transfer from

Africatel to Samba of a 34%

stake in Mobile

Telecommunications, the

Namibian telecoms operator.

Opportunity International in

its sale of a majority stake in

Kinshasa, a microfinance

institution operating in the

Democratic Republic of

Congo, to VisionFund

International.

Prudential Financial in its

$350 million partnership with

LeapFrog Investments,

targeting investments in life

insurance companies in

Africa.

Helios Investment Partners

in its acquisition of a majority

stake in Telkom Kenya from

The Orange Group.

HarbourVest Partners in its

investment, as part of a

consortium of new investors,

in a follow-on capital raise by

a private equity-owned

telecom tower company in

Africa with broad

geographical coverage over

the continent.

Helios Investment Partners

in its minority investment in

Wananchi Group as part of a

$130 million investment from

Helios and existing

shareholders.

Helios Investment Partners

in the acquisition by Helios

Towers Africa of 3,100

telecommunications towers,

located throughout Africa,

from Bharti Airtel.

A consortium including

HarbourVest Partners and

Coller Capital, in their

secondary purchase of

interests in Absa Capital

Private Equity Fund I from

Barclays Africa Group,

formerly known as Absa

Capital, as part of a spin-out

of Absa Capital Private Equity

from the Absa Group.

Helios Investment Partners

in its investment in

MallforAfrica, a Nigerian e-

commerce company.

Capital International Global

Emerging Markets Private

Equity Fund in its purchase of

a minority interest in Mobile

Systems International

Holdings B.V.

The Carlyle Group in fund and

tax structuring advice relating

to its $210 million acquisition

of a minority interest in

Export Trading Group.

Cascade Investment, an

entity wholly owned by Bill

Gates, in its investment along

with US co-investors of up to

$1 billion in OCI, N.V., an

affiliate of Orascom

Construction Industries.

Genbel Securities, the

investment management arm

of Sanlam Financial Services

Group (South Africa), in its

sale of Fieldstone, an

investment banking boutique

focused on project finance

and infrastructure projects, to

Fieldstone Private Capital

Group.

Merrill Lynch, as financial

advisor to Dimension Data

Holdings plc, in the company's

$376 million acquisition of

Proxicom.

A consortium led by

Ripplewood Holdings in its

purchase of a minority

interest in The Commercial

Bank of Egypt.

The acquisition of a strategic

stake in a major Algerian

state-owned company.

Ripplewood Holdings, Eton

Park Capital Management

and RHJ International in the

sale of a 9.9% interest in

Commercial International

Bank to Actis.

Clayton, Dubilier & Rice in its

acquisition of up to a 49%

stake in NYSE-listed CHC

Group, the world's largest

commercial helicopter

operator with an enterprise

value of $1.9 billion.

Helios Investment Partners

in the acquisition of a

controlling stake in

Interswitch, Nigeria's largest

electronic transaction

switching and payment

processing service provider,

from several Nigerian banks.

South Africa Capital Growth

Fund in its proposed

investment, as part of a

consortium, in privatizations

of airports in South Africa.

Joint Ventures

Eutelsat in a partnership

initiative to provide data

connectivity to Sub-Saharan

Africa.

Phelps Dodge in its joint-

venture with Dynatec to

evaluate development of the

Ambatovy nickel deposit in

Madagascar, and in its sale of

its 47% interest in the

Ambatovy nickel deposit in

Madagascar to its joint-

venture partner Dynatec in

exchange for an interest in

Dynatec.

A joint venture party on its

joint venture agreements in

respect of a diamond mining

project in Angola.

An investor in the formation

of a joint venture with Societe

Nationale des Tabacs

d’Algerie for the

manufacturing and

distribution of cigarettes of

international brands in

Algeria.

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ILFA 2018 – Advanced Training

Africa Practice

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Projects

Korea Heavy Industries and

Construction, a major Korean

industrial company, in a

proposed power plant project

in Morocco.

Mitsui in its proposed

development of a phosphate

manufacturing facility in

Morocco.

Phelps Dodge in its

negotiations with the

Government of Madagascar

for a mining project.

World Bank on the Chad-

Cameroon Pipeline Project.

Sponsors on financing the

construction of a pipeline

between Mozambique and

South Africa.

Sponsors of a project for the

expansion of a port in Nigeria.

Sponsors on a concession

agreement for the expansion

of a container terminal in the

Onne Free Zone, Nigeria.

Fund Formation

The Carlyle Group in the

formation of Carlyle Sub-

Saharan Africa Fund, a

$698 million Sub-Saharan

Africa fund.

The Carlyle Group in the

formation of Carlyle MENA

Partners, a $500 million

Middle East and North Africa

buyout fund.

Zephyr Management in the

formation of Pan-African

Investment Partners, a

$150 million Africa buyout

fund.

Zephyr Management in the

formation of South Africa

Capital Growth Fund, a $125

million South Africa buyout

fund.

Finance

ABN-Amro and Société

Générale as arrangers of a

bridge and long-term project

financing for Médi Télécom (a

Moroccan mobile phone

operator).

Ashanti Goldfields in Ghana

on various syndicated bank

financings.

Banff Resources as sponsor

of the Kasese Cobalt Mining

Project in Uganda.

UBS on a secured loan facility

for Zambia Consolidated

Copper Mines.

International Disputes

A U.S.-based natural

resources company in an ICC

arbitration against an African

State-owned entity relating

to the sale of shares in a

holding company with

significant assets in an African

country.

A leading natural resources

group in its criminal

investigation by the SFO into

allegations of fraud, bribery

and corruption relating to the

activities of the company or

its subsidiaries in Kazakhstan

and Africa.

An international oil company

regarding a boundary dispute

impacting its oil concession.

An investor in an African

mining project in a dispute

arising from an electrical

power supply agreement with

the national electric company.

A major publicly-listed

mining company in designing

an industry-wide alternative

dispute resolution protocol

for government disputes in

Africa.

An international mining group

in its ongoing tax dispute in

the context of development

agreements with the

Government of Zambia.

A Canadian mining group in a

dispute with the government

of an African country,

concerning claims of breach

of the tax stabilization and

other provisions of an

agreement for the operation

of a copper treatment facility,

and an expropriation of

certain of the mining

company’s rights.

Exxon Mobil Development

Company and its subsidiary

Esso Exploration &

Production Nigeria in

challenging the constitution

and jurisdiction of a tribunal in

arbitration proceedings.

An African holding company

in an ICSID arbitration against

the Republic of Congo.

ICC arbitration relating to a

dispute in the region of

$100 million arising out of the

installation of an extensive

telecommunications and Data

Control System in North

Africa.

Phillip Morris in connection

with its business in Africa.

Royal Dutch Shell and The

Shell Petroleum

Development Company of

Nigeria in the successful

dismissal of claims regarding

alleged oil spills in Ogoniland.

Lord Goldsmith QC

represented the client as

advocate during a High Court

hearing on the case.

A diamond company involved

in a dispute with the tax and

prosecution authorities of a

European country concerning

diamonds of African

provenance.

A major publicly-listed

mining company in a dispute

with an African government

regarding a multi-billion dollar

mining project.

A major London-based mining

company and its African

subsidiary, one of the largest

mining and metals companies

in Africa, in four parallel LCIA

arbitrations relating to a

$500 million dispute with a

major contractor over short

delivery and other alleged

breaches of a contract for

mining services at an open

cast copper mine in Southern

Africa.

A property and casualty

insurer in litigations in the

U.S. and Cayman Islands

related to losses resulting

from the Liberian civil war.

The Government of Ghana’s

Ministry of Road Transport

with respect to claims against

it of roughly $200 million in

ICC arbitrations and related

enforcement proceedings in

the United States District

Court for the District of

Columbia, as well as on

various litigation/arbitration

matters including in an

arbitration brought by

Telekom Malaysia.

The Government of Ghana

against claims brought by

Telekom Malaysia Berhad for

over US $150 million in an

arbitration under the

UNCITRAL Rules pursuant to

the Malaysia – Ghana BIT.

International oil companies

and African

telecommunications

companies in Nigerian court

disputes relating to the

enforcement of arbitral

awards.

Arbitration work relating to an

off-shore oil project off the

coast of the Côte d'Ivoire and

a case against Gabon for

payment of consultants' fees.

Ad hoc arbitration relating to

a dispute arising from the

construction of a brewery in

North Africa.

Page 129: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075

www.debevoise.com

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075 .

Geoffrey P. Burgess Partner

Geoffrey Burgess is a corporate partner with a broad

international practice that ranges from private equity

and cross-border mergers & acquisitions to joint

ventures and intricate financing transactions. He is

recommended for Private Equity and M&A by

IFLR1000 (2018) and Chambers Asia-Pacific (2017)

notes Mr. Burgess for leading the firm’s India group,

which is ranked as a leading international firm for

India-related M&A. He is further recommended in

The Legal 500 Asia Pacific (2018) and Chambers Global

(2017) for his work in India. The guide describes him

as “highly accomplished and very innovative.” He is

praised in The Legal 500 UK (2017) for being “an

exceptional transactional lawyer with pragmatic

business sense.” He is further noted as having “vast

experience of Russian inbound and outbound

transactions as well as India-related deals.” In the 2016

edition of the guide he was recommended for mergers

& acquisitions and private equity transactions as well

as for work in emerging markets. The guide has stated

that he is known for a “broad-ranging Russia, CIS and

Page 130: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075

www.debevoise.com

India Practice.” It has also described him as “excellent

and responsive” and “particularly distinguished by his

ability to strategically navigate complex negotiations.”

Mr. Burgess has been ranked as a leading individual in

Chambers Europe (2012, 2013 & 2014) and described as

having “considerable experience in advising Russian

clients from his London base.” Sources add that he

enjoys a “huge amount of respect” and “stands out for

his aviation experience”, though “his practice ranges

from private equity and international mergers &

acquisitions, to financings and joint ventures.”

Mr. Burgess joined the firm in 1997 and has been resident in the London

office since 1999. He is a member of the Legal and Regulatory Committee of

the Africa Venture Capital Association and recently served on a UN/WTO

committee for the preparation of a model joint venture agreement.

Mr. Burgess has been a member of the board of advisors of the Survey of East

European Law, Columbia University School of Law since 1993.

Mr. Burgess is the author of various articles in trade publications on

European private equity and Russian transactional issues. Recent publications

include “Africa Insurance M&A: Global Insurers’ Next Frontier,” Legal &

Regulatory Bulletin (Fall Edition, 2017); “Opportunities and Trends in

Healthcare—How to Achieve Scalable Impact,” Sustainable Investing in

Emerging Markets (October, 2017); “M&A In Russia: Opportunities And Risks

In The Current Environment,” India Unleashed (June, 2017); the corporate

governance chapter in the Middle East and Africa edition of the BVCA’s

International Series (September, 2013); “Private Equity Manager: Top MENA

Risks Identified at Forum,” Private Equity Manager (September, 2013);

“Private Equity Manager: Should You Follow Your Star Lawyer?,” Private

Equity Manager (September, 2013); “How Russia Joining the World Trade

Organization Affects Aviation,” Corporate Jet Investor (November, 2012) and

“Mapping The Revised UK Takeover Landscape,” Law360 (September, 2013).

Publications on India-related matters include “Up To 49 Percent Foreign

Ownership Of Indian Insurers Is Now Law,” FC&S Legal (May, 2015), “India’s

Corporate Governance Reforms: Encouraging Companies To Do Business,”

Practical Law Company Magazine (December, 2013) and “Indian Regulator

Releases New Alternative Investment Funds Regulations; Offshore Funds

Unaffected,” Eurekahedge (August, 2012). Mr. Burgess is a regular speaker at

the Fundraising Masterclasses held by the Emerging Market Private Equity

Association, including delivering sessions in Mumbai and London. Other

recent speaking engagements include “Navigating the Healthcare Market in

India,” IFLR India M&A Forum (September, 2018); “Sub-Saharan Africa -

Page 131: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075

www.debevoise.com

Looking at the Positive Side. Can we see results on diversification to counter-

balance the upheavals of the oil crisis?,” 2018 Agenda Africa Breakfast Forum

(June, 2018);“Private Equity Exits,” PEA LP-GP Investor Summit (June, 2018);

“Impact Investing Roundtable,” BVCA Roundtable Series (May, 2018); “Core

Transaction Agreements—Shareholder Agreements,” AVCA Legal

Agreements Training (April, 2018); “Ten Golden Rules for Asian Lessors

Entering the Aviation Market,” 20th Annual Global Airfinance Conference

(January, 2018); “Cross-border Healthcare PE and M&A Transactions,” IFLR

India M&A Forum 2017 (September, 2017); “Structuring PE Deals in

Emerging Markets,” EMPEA Fundraising Masterclass and Frontier Markets

Private Equity (May, 2017); “A Finger on the Pulse—Investments in

Healthcare,” AVCA Conference (April, 2017); “Chapter 11 for Non-U.S.

Operators,” Airline Economics Growth Frontiers Dublin 2017 (January, 2017);

“General Effect of Brexit and the Impact of Brexit on Private Equity,”

(November, 2016); “Implementation Debate: What Stage of the Investment

Lifecycle has the Most Opportunity for Creating Sustainable Value,”

Sustainable Investing in Emerging Markets 2016, (October, 2016); “Equity

Investments Core Documentation,” AVCA Legal Agreements in Private Equity

Training Programme (October, 2016); “Navigating the Private Equity

Landscape in India,” IFLR India M&A Forum (September, 2016); and “The

Current M&A Environment: Trends and Drivers,” 18th Annual Global

Airfinance Conference (January, 2016).

Mr. Burgess graduated from the University of North Carolina at Chapel Hill

B.Sc., with honors, Phi Beta Kappa, Morehead Scholar; and in 1993 received

his J.D. from Columbia, where he was a Stone Scholar, received a Parker

School Certificate in International Law and served on the Journal of

Transnational Law as Head Notes Editor, Parker School Journal of East

European Law as founding Managing Editor and Survey of East European Law

as Managing Editor. He was a Ford Foundation Fellow, Institute of State and

Law (Moscow) in 1994. Mr. Burgess is a volunteer at the unLtd law clinic.

Page 132: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075

www.debevoise.com

GEOFFREY P. BURGESS'S SELECT REPRESENTATIONS

CHC Group, one of the

largest global commercial

helicopter service companies

in the world, as aircraft

counsel in its Chapter 11

proceedings in the U.S.

Bankruptcy Court for the

Northern District of Texas, in

which CHC successfully

restructured more than

$2 billion in indebtedness.

Debevoise was named joint

winners of “Restructuring

Deal of the Year (Over $1B to

$5B)” at the 12th Annual M&A

Advisor Turnaround Awards

for this representation.

CHC Group CHC Helicopters

on certain aspects of its

aircraft sales.

CHC Group CHC Helicopter

in restructuring its aircraft

finance arrangements.

The Poddar family in the sale

of their remaining

shareholding in Ashirvad

Pipes to Aliaxis.

Helios Investment Partners

in fund arrangement aspects

of the IPO on the London

Stock Exchange of Vivo

Energy, the company that

distributes and markets Shell-

branded fuels and lubricants

to retail and commercial

customers in Africa.

SBM Ventures in its

investment in mPharma, an

Africa-based company that

manages prescription drug

inventory for pharmacies and

their suppliers in various

African jurisdictions.

A large Swedish pension fund

in its co-investment in a UK

utility company.

Prudential Financial, as the

primary investor in LeapFrog

Strategic African Investments

(LSAI), in LSAI’s $180 million

investment in Ghanaian

financial services market

leader Enterprise Group.

Bregal Freshstream in its

investment in TrueNoord, an

independent aircraft leasing

business that specialises in

the regional aircraft market.

Helios Investment Partners

in the formation of a joint-

venture with GBfoods,

targeting the African fast

moving consumer goods

(FMCG) sector, creating one

of Africa's largest FMCG

groups, operating in 30

African countries, including

leadership positions in Nigeria

and Ghana.

Helios Investment Partners

in its sale of a minority stake

in Interswitch to TA

Associates. Helios

Investment Partners remains

the majority shareholder

following the transaction.

A private equity fund in the

subscription of subordinated

convertible promissory notes

in a Cayman Islands

incorporated company which

operates an energy business

in Africa.

Helios Investment Partners

and its investment vehicle

Samba Luxco in the

settlement of claims made in

an ICC Arbitration regarding

Samba's stake in Africatel.

The settlement involved

reducing Samba’s stake in

Africatel from 25% to 14%,

and the transfer from

Africatel to Samba of a 34%

stake in Mobile

Telecommunications, the

Namibian telecoms operator.

Opportunity International in

its sale of a majority stake in

Kinshasa, a microfinance

institution operating in the

Democratic Republic of

Congo, to VisionFund

International.

Prudential Financial in its

$350 million partnership with

LeapFrog Investments,

targeting investments in life

insurance companies in

Africa.

Helios Investment Partners

in its acquisition of a majority

stake in Telkom Kenya from

The Orange Group.

Nereus Capital on its joint

venture with Hareon Solar

and Treasury Group to invest

in solar projects in India.

CHC Group in its $145 million

asset-based loan financing.

Modex in its acquisition of

Gauthier Homes and

Gauthiers’ Oilfield Rental.

AIF Capital as a selling

shareholder in the sale of

certain female healthcare

businesses of Famy Care, the

world’s largest producer of

oral contraceptive pills, to

Mylan.

Helios Investment Partners

in its minority investment in

Wananchi Group as part of a

$130 million investment from

Helios and existing

shareholders.

Helios Investment Partners

in its investment in

MallforAfrica, a Nigerian e-

commerce company.

American International

Group in the $7.6 billion sale

of its 100% interest in

International Lease Finance

Corporation to NYSE-listed

AerCap Holdings N.V.

Tribune in the acquisition by

its technology and innovation

arm, Tribune Digital Ventures,

of What’s-ON, a leading

television search and

Electronic Program Guide

data provider for India and the

Middle East.

Ontario Teachers’ Pension

Plan in the formation of a joint

venture with Aircastle to

invest in leased aircraft.

American Airlines in its

agreements with Bombardier

and Embraer to purchase, in

aggregate, 90 new 76-seat

regional jets with options to

purchase up to 130 more.

International Lease Finance

Corporation in its

$228 million acquisition of

AeroTurbine from AerCap.

A large India-headquartered

pharmaceutical company in

its acquisition of a UK

pharmaceuticals company.

Helios Investment Partners

in the acquisition of a

controlling stake in

Interswitch, Nigeria’s largest

electronic transaction

switching and payment

processing service provider,

from several Nigerian banks.

Central European Media

Enterprises in its sale of the

Studio 1+1 and Kino television

channels to Igor Kolomoisky.

Clayton, Dubilier & Rice in its

acquisition of up to a 49%

stake in NYSE-listed CHC

Group, the world's largest

commercial helicopter

operator with an enterprise

value of $1.9 billion.

Central European Media

Enterprises in a joint venture

with Ukrainian businessman

Igor Kolomoisky, a CME

director and shareholder, to

unite operations of CME’s

Ukrainian television group

Studio 1+1 with Kolomoisky’s

TET TV channel.

Providence Equity Partners in

its investment in Aditya Birla

Telecom, an Indian wireless

communications company.

Argan Capital and Merrill

Lynch Global Private Equity in

the sale of N&W Global

Vending to Barclays Private

Equity and Investcorp.

Providence Equity Partners in

its acquisition of a minority

stake in Idea Cellular, a

leading Indian mobile

telecommunications firm.

Sukhoi Civil Aircraft in its

joint venture with Alenia

Aeronatica, a division of

Finmeccanica, for the

manufacture of the Sukhoi

SuperJet 100.

Suez Environment, one of the

final bidders in the auction for

Cleanaway UK, which was

ultimately sold for

£595 million.

Page 133: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey P. Burgess

Partner, London

[email protected]

+44 20 7786 9075

www.debevoise.com

The owners of United

Financial Group, a leading

Russian investment bank and

brokerage, in the sale of a

controlling stake in UFG to

Deutsche Bank.

Merrill Lynch Global Private

Equity and BA Capital

Partners Europe in their

acquisition, as a consortium,

of N&W Global Vending, an

Italian vending machine

company, from Compass

Partners European Equity

Fund.

Clayton, Dubilier & Rice,

Eurazeo and Merrill Lynch

Global Private Equity in their

€3.7 billion acquisition of

Rexel from Pinault-

Printemps-Redoute.

Page 134: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey Kittredge

Partner, London

[email protected]

+44 20 7786 9025

www.debevoise.com

Geoffrey Kittredge

Partner, London

[email protected]

+44 20 7786 9025 .

Geoffrey Kittredge Partner

Geoffrey Kittredge, a London-based partner and

member of the firm’s Funds/Investment

Management Group, focuses his practice on private

equity and investment fund formation. Labelled a

“private equity ace” by Legal Week, he is

recommended as a Market Leader for Private Equity

Funds by IFLR1000 (2018). He is ranked as a top-tier

lawyer for Investment Funds by Chambers UK (2018)

and Chambers Europe (2018), where clients say he is

“just superb to work with and gives pragmatic,

commercial advice on forming funds and dealing with

the unpredictable issues that always seem to

arise.” The guide has previously described him as

a “fantastic lawyer” and “one of the best funds lawyers

in the City.” Mr. Kittredge is listed as a “leading

individual” for investment funds by The Legal 500 UK

(2017). The guide has described Mr. Kittredge as

having “good funds knowledge and industry

understanding, and excellent client relationship

skills.” It has also quoted sources praising his ability to

“figure out the right legal answer and the right

Page 135: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey Kittredge

Partner, London

[email protected]

+44 20 7786 9025

www.debevoise.com

commercial answer.” He is included in the

International Who’s Who of Private Funds Lawyers

published by Law Business Research, which states

that he “continues to garner worldwide praise for his

private equity and investment fund formation

practice. His name is ‘instantly recognizable’ and

carries with it an ‘immense amount of prestige and

value.’”

Mr. Kittredge represents a broad range of international private equity and

other private investment funds and their sponsors, including buyout,

infrastructure, energy, mezzanine, real estate, secondaries, and venture funds,

as well as funds of funds.

Mr. Kittredge has been in Europe since 1999 and in London since 2002, where

he is Chair of Debevoise’s European Private Equity Funds Group.

Mr. Kittredge is a member of the EMPEA Legal & Regulatory Council, and is

also a member of the Legal and Technical Committee of the BVCA.

Mr. Kittredge has published numerous articles and is a frequent public

speaker. Recent publications include “First-Time Fundraising Barometer,”

BVCA Report (July, 2018); “Debevoise On Brexit: The ‘No-Deal Deal’,” The

Columbia Law School Blue Sky Blog (February, 2018); “Debevoise & Plimpton

Discusses Contingency Planning For Brexit,” The CLS Blue Sky Blog

(December, 2017); “Expense Allocation: The SEC Brings Down The

Hammer,” Vol. 16 No. 1, Journal of Investment Compliance (May, 2015), the

fund structuring chapter in the Middle East and Africa edition of the BVCA’s

International Series (September, 2013); “FFIEC Social Media Guidance Could

Spur Risk Management Revisions,” BNA’s Banking Report (May, 2013); “The

Growing Importance Of Separate Accounts,” Private Equity News (May, 2013)

and “Indian Regulator Releases New Alternative Investment Funds

Regulations; Offshore Funds Unaffected,” Eurekahedge (August, 2012).

Mr. Kittredge is a regular speaker at the Fundraising Masterclasses held by

the Emerging Market Private Equity Association, including delivering

sessions in Mumbai and London. Other recent speaking engagements include

“Key Fund Terms and Market Trends,” and “The Main Economic Terms,”

Invest Europe Fund Structuring Training (March, 2018); “Fund Level Legal and

Accounting Matters,” BVCA Tax, Legal and Regulatory Conference

(November, 2017); “Current Fundraising Trends,” Nordic PE Summit (June,

2017); “Reverse Solicitation,” EMPEA’s Investor Relations and Marketing

Member Community - Breakfast Q&A (May, 2017); “Legal Strategies:

Balancing GP Interests and Maintaining Competitive and Marketable

Positioning to LPs,” EMPEA Fundraising Masterclass (May, 2017); “Co-

investment 2.0,” Investors’ Forum (March, 2017); “The Legal Perspective,”

BVCA Training: First Time Funds (March, 2017); “Trends in Fund Structuring

Page 136: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey Kittredge

Partner, London

[email protected]

+44 20 7786 9025

www.debevoise.com

for Nordic Funds and Investors,” Nordic Fundraising Summit (March, 2017);

“Protecting GP Interests and Maintaining Competitive and Marketable

Positioning to LPS,” EMPEA Mumbai Masterclass (December, 2016);

“General Effect of Brexit and the Impact of Brexit on Private Equity”

(November, 2016); “Legal Considerations – Structuring, Key Terms & LPA

Negotiation,” BVCA IR & Fundraising Course (October, 2016); “Multi-Product

Platforms,” BVCA Summit (October, 2016); “An Update on Recent SEC

Developments including Fees and Expenses,” The 10th Annual Practitioners’

Forum: Private Equity, Regulation & Compliance (April, 2016); “Update on

European Regulation and Trends in European Fund Terms,” The BVCA U.S.

Investor Roadshow 2015 (March, 2016); and “Regulatory Spotlight on Private

Equity,” PELF Annual Conference (January, 2016).

Mr. Kittredge was also a significant contributor to the Debevoise & Plimpton

European Private Equity Handbook (2005) and regularly contributes to the

Debevoise & Plimpton Private Equity Report, including articles on “EU

Directive on Alternative Investment Fund Managers: Are the Trialogues

Almost Over?,” “Spinouts of Private Equity Funds,” “UK Freedom of

Information Act Could Spell Trouble for Private Funds,” “Advisory

Committees in US and European Private Equity Funds” and “Emerging

Markets Shine in a Difficult Year.”

Mr. Kittredge received his B.A. in 1984 from the University of Virginia, his

M.B.A. in 1992 from Columbia University in Finance and Business

Economics and his J.D. in 1996 from New York University, where he was an

Editor of the Law Review.

Page 137: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Geoffrey Kittredge

Partner, London

[email protected]

+44 20 7786 9025

www.debevoise.com

GEOFFREY KITTREDGE'S SELECT REPRESENTATIONS

Ares Management in its

European real estate

opportunities funds, including

Ares European Real Estate

Fund IV, a $1.3 billion Europe

real estate fund.

Baring Vostok in the

formation of its Russian

private equity funds, including

Baring Vostok Private Equity

Fund V, a $1.5 billion Russia,

CIS buyout fund.

Canson in the formation of its

$100 million co-investment

fund, which will co-invest in

the acquisition of a majority

stake in the Financial and Risk

division of Thomson Reuters.

Deutsche Bank in the

formation of its secondary

opportunities funds, including

Secondary Opportunities

Fund III, a $1.65 billion U.S.

and Europe secondaries fund,

and in various secondaries

investment transactions.

Doughty Hanson in the

formation of its European

buyout, real estate and

technology funds, including

Doughty Hanson & Co Fund V,

a €3 billion Europe buyout

fund.

Exponent Private Equity

Partners in its UK buyout

funds, including the formation

of Exponent Private Equity

Partners III, a £1 billion UK

buyout fund.

Keen Venture Partners in the

establishment of its first

venture capital fund.

Metric Capital Partners in the

formation of MCP Private

Capital Fund III, an

€850 million European special

opportunities fund.

Och-Ziff Capital

Management in the formation

of certain private equity

funds.

Ontario Municipal Employees

Retirement System in the

formation of OMERS Global

Strategic Investment Alliance,

a $12.5 billion global

infrastructure fund.

Park Square in the formation

of its credit opportunities

funds, including Park Square

Capital Credit Opportunities

II, a $2.4 billion senior debt

program.

Park Square in the formation

of its European mezzanine

funds, including Park Square

Capital Partners III, a

€1.2 billion subordinated debt

fund.

Petroleum Equity in its

$133 million acquisition,

through its investment

vehicle Alpha Petroleum, of

ATP Oil & Gas (UK) in the U.S.

Chapter 11 cases of ATP's

U.S. parent and the follow-on

successful CVA proceedings

of ATP UK.

Prudential Financial in its

$350 million partnership with

LeapFrog Investments,

targeting investments in life

insurance companies in

Africa.

SUN Group of Companies in

the formation of SUN-Apollo

India Real Estate Fund, a

$630 million India real estate

fund.

Temporis Capital in a

£200 million lending

programme for community

scale renewables.

A secondaries investor as the

lead investor in the

recapitalization of two “end of

life” funds, sponsored by the

same manager, in a merger

transaction designed to offer

liquidity to existing investors.

Page 138: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Matt Dickman

International Counsel, London

[email protected]

+44 20 7786 5455

www.debevoise.com

Matt Dickman

International Counsel, London

[email protected]

+44 20 7786 5455 .

Matt Dickman International Counsel

Matt Dickman, a London-based international counsel

and member of the firm’s Funds/Investment

Management Group, advises on the formation,

management and reorganisation of private

investment funds, as well as secondary transactions,

regulatory compliance and internal economic and

governance matters. He also has significant

experience advising on the sale of GP stakes.

Mr. Dickman represents a broad range of international private equity and

other private investment funds and their sponsors, including recent

experience advising technology and venture capital funds.

He also has experience advising clients on securities offerings, restructurings

and other corporate transactions.

Mr. Dickman first joined Debevoise as an associate in 2012. He later became a

partner at an international law firm in its San Francisco office before

returning to Debevoise in London in 2018. This international experience gives

Mr. Dickman a broad perspective on the funds markets in both the U.S. and

Europe.

Mr. Dickman received his B.A. in 2000 from Dartmouth College, his M.B.A.

in 2007 from Kellogg School of Management at Northwestern University,

and his J.D. in 2007 from Northwestern University Pritzker School of Law.

He is admitted to the Bar in New York and California. He was previously a

financial analyst in the mergers & acquisitions group of JP Morgan.

Page 139: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Sayo Ogundele

Associate, London

[email protected]

+44 20 7786 9071

www.debevoise.com

Sayo Ogundele

Associate, London

[email protected]

+44 20 7786 9071 .

Sayo Ogundele Associate Sayo Ogundele is a corporate associate based in the

London office and a member of the firm’s Mergers &

Acquisitions and Private Equity Groups. Mr.

Ogundele’s practice focuses on international mergers

and acquisitions, cross-border investments, joint

ventures and private equity.

Mr. Ogundele joined the firm in 2015. Prior to joining the London office, Mr.

Ogundele was an associate in the corporate group of a leading international

law firm. This included a period of secondment to a leading UK energy

company to assist with an internal restructuring. Mr. Ogundele received his

LLB in Law from the London School of Economics.

Mr. Ogundele was admitted as a solicitor of the Supreme Court of England &

Wales in 2012.

Page 140: ILFA 2018 Advanced Training...Marketing in Non-AIFMD Jurisdictions • Certain jurisdictions can market to suitably qualified investors on a private placement basis • Certain jurisdictions

Sayo Ogundele

Associate, London

[email protected]

+44 20 7786 9071

www.debevoise.com

SAYO OGUNDELE'S SELECT REPRESENTATIONS

A U.S. private equity fund in a

complex GP fund

restructuring involving the

establishment of a new fund

to acquire assets.

Prudential Financial, as the

primary investor in LeapFrog

Strategic African Investments

(LSAI), in LSAI’s $180 million

investment in Ghanaian

financial services market

leader Enterprise Group.

Helios Investment Partners

in the formation of a joint-

venture with GBfoods,

targeting the African fast

moving consumer goods

(FMCG) sector, creating one

of Africa's largest FMCG

groups, operating in 30

African countries, including

leadership positions in Nigeria

and Ghana.

Canada Pension Plan

Investment Board in its

$1.1 billion acquisition of

Ascot from American

International Group.

A private equity fund in ICC

arbitration proceedings

concerning disputed put and

tag-along rights in a

shareholders agreement.

Belectric in its sale of

Belectric Solar & Battery to

Innogy.

A private equity fund in the

subscription of subordinated

convertible promissory notes

in a Cayman Islands

incorporated company which

operates an energy business

in Africa.

Helios Investment Partners

and its investment vehicle

Samba Luxco in the

settlement of claims made in

an ICC Arbitration regarding

Samba's stake in Africatel.

The settlement involved

reducing Samba’s stake in

Africatel from 25% to 14%,

and the transfer from

Africatel to Samba of a 34%

stake in Mobile

Telecommunications, the

Namibian telecoms operator.

Opportunity International in

its sale of a majority stake in

Kinshasa, a microfinance

institution operating in the

Democratic Republic of

Congo, to VisionFund

International.

Prudential Financial in its

$350 million partnership with

LeapFrog Investments,

targeting investments in life

insurance companies in

Africa.

Management of Balta in the

sale of a controlling stake in

the company by Doughty

Hanson to Lone Star.

Japan Tobacco International

in the acquisition of Zandera

(the manufacturer of “E-

Lites” electronic cigarettes).

The Rank Group in the

acquisition, through its wholly

owned subsidiary Rank Group

Gaming Division, of the entire

issued share capital of Gala

Casino 1 Limited for cash

consideration of £180 million.

Avis Europe in its £636 million

acquisition by Avis Budget

Group by way of a court-

sanctioned scheme of

arrangement.

Just Retirement Group in the

admission of its ordinary

shares to the premium listing

segment of the Official List of

the Financial Conduct

Authority in the UK and to

trading on the main market

for listed securities of the

London Stock Exchange.

HP on the issue of a

supplementary prospectus in

connection with the

separation of HP’s enterprise

technology infrastructure,

software and services

businesses, and HP’s printing

and personal systems

business.

Air Berlin, Smiths Group and

Zoopla in the publication of

their annual reports for the

year ended 2014.