What we do · the questions
The questions we are asked.
This page is read against a live matter. It is the shortest route from a question raised by a transaction already in flight to the room that takes it.
These are the questions managers bring us, quoted in the words they arrive in. Twenty-two of them, in five groups, and each group routes to the room that answers it.
What we do · four rooms
01 · Vehicle, domicile and perimeter · seven
JurisdictionsThe vehicle is a choice until first close. After that it is a fact.
Seven questions, and each one is cheaper to answer before the term sheet than after it. Domicile, permission and the seat of the manager are three separate answers, and a decision on any one of them narrows the other two.
‘We are raising Fund III at USD 300 million with Gulf and European investors. Do we domicile in ADGM, or keep the offshore master and run an ADGM feeder, and what does each choice cost us at first close rather than in year three?’ Master and feeder
‘Our investors split between those who need a treaty-eligible entity and those who cannot take a blocker. Does a feeder solve that, or do we need parallel vehicles, and where does carried interest sit if we run parallels?’ Parallel vehicles
‘Is the strategy we are actually running inside the fund-manager permission we already hold, or does adding direct credit origination push us into a category we are not licensed for?’ The regulated perimeter
‘We want to market Fund III into six countries from our DIFC entity. Which of those approaches can we make ourselves, which need a locally licensed distributor, and where does reverse solicitation actually survive scrutiny?’ Marketing and placement
‘How much of the investment process has to physically happen in ADGM before the regulator accepts the manager is here and not in London?’ The regulated perimeter
‘If we delegate portfolio management to our UK affiliate, what is left in the DIFC entity, and does that leave us with a letterbox problem with either regulator?’ Where structures break
‘The GP sits in ADGM, the assets in India and Saudi, the investors in Europe. Where does this chain create a taxable presence or a withholding leak we have not priced?’ Holding chains
02 · Asset structuring and financing · five
StructuresWhere the debt sits decides who enforces it, and in whose court.
Five questions, and all five are settled in documents drafted by three different parties. The holding chain, the facility and the security package are read together here, or they are read together at enforcement.
‘The asset is a stabilised logistics portfolio. Do we put the borrowing at the asset SPV or run a NAV facility at the fund, and what does each do to investor reporting and to our exit optionality?’ Fund and asset financing · Illiquid assets
‘Our lender wants security over the shares in the holding company. Which court actually enforces that, and how long does enforcement take when the underlying asset sits outside the centre?’ Security and enforcement
‘We want a subscription line at 25 per cent of commitments. Does our constitution permit it as currently drafted, and what happens to the clean-down covenant if a close slips a quarter?’ Fund and asset financing
‘We are taking a minority position in an operating business whose founder wants day-to-day control. Which structural protections actually survive a dispute, and in whose forum are they enforced?’ Security and enforcement
‘The target holds its assets through three different holding chains inherited from a fund in wind-down. What has to be fixed pre-signing so the transfer does not need consents we cannot get?’ Holding chains
03 · Liquidity and lifecycle · four
Liquidity and redemptionLiquidity is promised in the constitution and delivered by the asset.
Four questions, and each is a test of whether the document and the asset agree. Where they disagree, the structure changes, because the asset will not.
‘Half our investors want a redemption right and the assets take five years to exit. What structure gives limited liquidity without turning us into an open-ended fund we are not permitted to operate?’ Liquidity and redemption
‘One asset will not sell inside the fund’s life. Is a continuation vehicle available to us in this centre, and what must be true about the constitution, the valuation and the conflicts process before we can even propose it to the advisory committee?’ Continuation vehicles
‘An investor wants out at year six. Can we run a tender-offer secondary inside our own structure, who is permitted to price it, and what disclosure does that trigger?’ Liquidity and redemption
‘We want to recycle exit proceeds into two more transactions. Does our constitution actually allow recycling on the terms we assumed, and does the regulator see that as a new offer?’ Carry and the waterfall
04 · Co-investment, alignment and the economics · four
Carry and the waterfallSome investor requests are a side letter. Some of them change the vehicle.
Four questions, and each one is asked by an investor with a term sheet in hand. Every answer sets a precedent the next close is read against.
‘Three investors want co-investment on the next transaction. Co-invest SPV, side-car, or direct participation, and what does each mean for allocation policy, for the economics, and for our conflicts disclosure?’ Co-investment
‘How do we structure carried interest across two funds and a co-invest vehicle so the team economics survive a partner leaving in year four?’ Carry and the waterfall
‘Our anchor investor wants an MFN, a break on the economics and an advisory-committee seat. Which of those is a side letter, and which of those changes the vehicle itself?’ Vehicles and legal form
‘The seller wants to roll equity into our acquisition vehicle. What does accepting rollover equity do to our investor classification, our register, and our next close?’ Co-investment
05 · Exit and governance · two
Exit designAn exit route is built at entry, or it is not built.
Two questions, and both are asked at the end and answered at the beginning. The exit, and who signs while the vehicle runs, are decided in the documents that constitute it.
‘We want the exit route fixed before we sign, not discovered after. What has to be in the structure at entry so that a trade sale, a listing and a sponsor-to-sponsor sale are all still live at year five?’ Exit design
‘Our administrator and depositary sit in one centre and the manager in another. Where does that leave regulatory reporting, and who actually signs the NAV?’ The one-way doors
06 · What sits under all twenty-two
The one-way doorsTwenty-two questions rest on four. Every structure answers all four at once.
Read the five groups across and the same four questions sit under every one of them. They are not answered in sequence: a structure is a single answer, and moving one of the four moves the other three.
- Which entity
Which body holds the asset, which body signs the document, which one is treated as the client, and which one carries the liability when a term is tested. A structure that leaves the duty unallocated has a real gap, and the gap surfaces under examination rather than at drafting.
- Which law
Which law constitutes the vehicle, which court construes its documents, and where a remedy is executed once it is awarded. The governing-law clause is one answer and the last mile is another, and a bundle carrying three forum provisions has three.
- Which permission
Whether the activity actually being carried on sits inside the permission actually held. A permission is a release granted for named activities and no others, so the strategy is read against the catalogue rather than against the intention behind it.
- Which order
Which steps foreclose the ones behind them. Several of the steps in a formation cannot be taken twice, so a step taken narrows the set of structures still reachable, and the order is settled at the drawing rather than at the filing.
| By group · by consequence | Where the question first arrives | What the answer fixes | What a late answer costs |
|---|---|---|---|
| Vehicle, domicile and perimeter | At the term sheet, and again in the week a first close is dated. | Which law constitutes the vehicle, which regulator supervises the manager, and which activities the permission covers. | Once investors are admitted the vehicle is not corrected. It is migrated, or it is rebuilt, and each of those is a transaction of its own. |
| Asset structuring and financing | When the facility is negotiated, which is usually after the holding chain is already drawn. | Which entity borrows, what security it is able to give, and which court reaches the collateral. | A covenant agreed against a constitution nobody re-read surfaces in the quarter a close slips. |
| Liquidity and lifecycle | In the anchor investor negotiation, and again at year six when a holder wants out. | What a holder may ask for, when, and out of which proceeds. | A redemption right written against a five-year asset is a contradiction no drafting cures. |
| Co-investment, alignment and the economics | At the first co-investment offer, and at every close after it. | Who is allocated what, on which terms, and where carried interest sits when more than one vehicle runs. | A term conceded once is read again by every holder whose side letter carries a most-favoured-nation clause. |
| Exit and governance | At entry. It is the question the entry structure exists to answer. | Which exits are still open at year five, and who signs what while the vehicle runs. | An exit not built at entry is bought later, from whoever holds the consent. |
Twenty-two questions stand here. The instruments do not settle all of them.
Where a question turns on a text that leaves it genuinely open, the page that takes it says so, cites the provision that leaves it open, and dates the reading.
Every one of these is a structural question and it is answered as one. Your counsel drafts and signs, and your own regulated, legal and tax advisers take every position that stands in their own name.
Five questions stand open on the record. Where this reading ends is published, and dated.
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Complex transactions fail at the interfaces between otherwise workable components. We resolve the structural complexity between investment intent and transaction execution.
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