Private Markets Transactions Architects
We design the structure before you build it.
We work with private-equity, private-credit and real-estate managers in ADGM, the DIFC and across borders. Before a transaction is documented, we design its vehicle, its financing and the order in which its steps must happen, and we show you where it would break.
- Published documents, each indexed1
- 102
- Structural problems worked in full
- 15
- Constraints identified, each traced to the instrument that creates it
- 88
- Financial centres read from their own rulebooks
- 2
1Counted. The index lists every document; the register on Perspectives lists every reading.
01 · The work
What we doThe decisions that cannot be reversed are taken before the documents are drafted.
The vehicle, the financing, the economics and the sequence are settled together, because a choice in one closes options in the others. We design the four as one structure.
Where the fund is seated, which tier it qualifies for, and what that tier costs in strategy freedom. Whether one vehicle carries every investor, or the investor base has already split into parallels.
Whether the debt sits at the asset holding company or as a facility against net asset value at the fund. What a subscription line does to the clean-down covenant when a close slips a quarter.
Where carried interest sits when parallel vehicles run, and how the team's economics survive a partner leaving in year four.
Term sheet, authorisation, constitution, offer document, first close, first drawdown, with the one-way doors marked. The order is part of the structure, not administration.
02 · The moment
Where complexity arisesYou know the asset, the fund and the terms. What remains is how they hold together.
Most managers are certain about the asset and the capital. The uncertainty sits in the transition between them, which no single adviser at the table owns. That transition is our work.
The asset
What the exposure is, what it yields, what it costs to hold, and how long it takes to leave.
The fund
The vehicle you run, the investors inside it, and what the documents already promise them.
The thesis
Why this belongs in the book, and what it does to the rest of the book once it is there.
The terms
What has been agreed commercially, with whom, and which of it has not been written down yet.
03 · Where structures break
All of PerspectivesA structural constraint is invisible at the term sheet and binding at the closing.
The constraints that bite late are written into documents that are read too late. Our published readings set them out against the instruments that create them.
04 · Worked structures
All fifteenThe register
Fifteen structural problems, worked in full.
Each is a type of problem rather than a case: no manager, asset, value or date appears in any of them. Together they cover all ten of our engagements.
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01 · Cross-Border ArchitectureAn existing platformA fund that already exists wants an asset that sits under a different body of law. The exposure has been decided.
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02 · Structural DiagnosticAn ineligible assetThe manager has found what it wants. The fund exists, and the document that constitutes it does not permit the fund to hold it.
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03 · Structural Options AnalysisAn investor classThe vehicle is constituted and its tier is fixed. A class of investors regulated under one regime cannot hold it, because their own rules restrict what they may hold, and on what terms.
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04 · Structural Risk ReviewA narrow exitThe asset is illiquid, the fund has a term, and the number of parties who could ever buy the asset is small and knowable at entry.
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05 · Transaction ArchitectureA repeatable structureThe manager expects to do this kind of transaction repeatedly. Built one at a time, each produces a different chain and a different set of consents, and no reusable answer to any question the last one raised.
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06 · Structural Options AnalysisA co-investmentThe transaction is larger than the fund may take on its own, and the manager wants the balance placed with some of its investors and not others.
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07 · Transaction ArchitectureA continuationThe term ends before the value is realised. Selling into the term destroys the thing the fund was built to capture, and holding past it is not something the constitution permits.
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08 · Structural Feasibility ReviewUnavailable securityA lender agrees to lend against an asset, and the asset cannot be charged where it sits: either the place creates no interest of that kind, or the consent to grant one belongs to a party who gains nothing by giving it.
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09 · Structural DiagnosticThe seed termsA fund opens because one investor commits before the others will. What it is granted to make it commit is a package, ending in a clause that says it will hold whatever anybody else is later given.
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10 · Structural Risk ReviewA change of controlThe transaction moves an interest somewhere near the top of a structure. Beneath it sit contracts signed years earlier by other people for other reasons, and several of them characterise that movement as a change of control.
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11 · Structural Second OpinionDrawn elsewhereThe manager holds an architecture drawn by another adviser and wants to know whether it holds before committing resources to it.
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12 · Implementation ArchitectureAn in-kind distributionThe fund wants to distribute an asset rather than money. The administrator cannot value it on the timetable, some holders may not receive it at all, and the constitution's distribution mechanic assumes cash from the first line to the last.
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13 · Cross-Border ArchitectureA change of domicileThe vehicle is constituted, the register is populated, an asset is held through a chain beneath it and a facility is drawn against that chain.
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14 · Regulatory-Structural MappingAn investor's perimeterA supervised institution commits: a pension scheme, an insurer, a bank, a sovereign body, a fund that is itself regulated.
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15 · Structural Pre-FeasibilityA strategy, no vehicleNothing has been formed, nothing has been bought and nobody has signed. The house reads that as an absence of structural questions, and it is an absence of only half of them.
From the register
Five open questions on the ADGM and DIFC rulebooks, and the position we take on each.
Questions the published instruments do not settle, with our position on each and the change that would close it.
Read the entry05 · The ground
JurisdictionsADGM and the DIFC, read at the level that binds a structure.
Not the level that decides whether a firm may exist, which is settled once. The level that decides whether a vehicle holds: the fund regimes, the classification tests, the delegation and substance provisions, and the court that enforces the security.
06 · Where to start
The questions we are askedThe doors
Start with the question you have.
Everything we publish sits under one of these seven headings. The index lists all of it on one page, and search finds any document by name.
- 01What we doComplex transaction structuring for private-markets managers: the vehicle, the financing, the sequence.
- 02Where complexity arisesCross-border, illiquid assets, bespoke vehicles and the joins between disciplines: the four sources, each with a home.
- 03StructuresEleven readings on the structures managers build, each taking one question to the point at which it binds.
- 04LandLand that reaches us through the people who own it, and the platform it can enter: the portfolio, the vehicle, the developer and the exposure an investor holds.
- 05How we workSix stages, nine rooms: from the first fortnight to the blueprint and the point where the work hands over.
- 06PerspectivesThe structural work published in full: where structures break, the one-way doors, fifteen worked structures.
- 07Our firmWhat the firm is, how it is constituted, and the standard the work is held to.
