Sponsor Contribution

Considerations for Subscription Line Facilities for Late-Stage Funds

Published September 10, 2024

Closed-end private equity funds do not immediately cease to exist at the end of their stated term. A challenging investment exit environment may lead to more demand for late-term subscription-secured credit facilities when a fund extends its life, either formally or by engaging in an extended dissolution, providing opportunities for lenders who are willing to understand the risks and accommodate the ongoing needs of fund borrowers. Read more about how subscription-secured credit facilities can be extended to funds past their term with proper diligence, structuring and underwriting.

Authors:

Ellen McGinnis

Partner | Haynes Boone

Ellen McGinnis is the co-chair of our Fund Finance Practice Group, advising clients on subscription-secured credit facilities, a product she has worked on since its initial development in the late 1980s. Clients value Ellen’s critical thinking and the innovative approach she takes to structuring and executing their financing transactions. Offering thoughtful, practical advice, Ellen serves as trusted counsel for U.S. and foreign commercial and investment banks as lenders to private equity funds. She works on many of the practice’s hybrid collateral facilities and international and multi-currency transactions.

Ellen serves on the firm’s Executive Committee, Board of Directors, Technology Committee, Opinion Committee, and the HB REAL Diversity Oversight Committee, which serves as an advisory committee on diversity, equity, and inclusion and oversees the implementation of recommendations to improve the recruitment, retention, and promotion of diverse talent at the firm. She is currently the chair of the firm’s Admission to Partnership Committee and also leads the firm’s knowledge management efforts.

A graduate of Yale University, Ellen is highly involved in volunteer service to her alma mater. Most recently, she co-founded and served as founding chair of YaleWomen, the organization for women graduates of Yale College and Yale’s Graduate School and professional schools. She is a recipient of the Yale Medal, the highest award presented by the Association of Yale Alumni to recognize and honor outstanding individual service to the university.

Ellen has been active in women’s initiatives through her work with YaleWomen and at the firm, and through her service on the Council of Women’s Health Research at Yale, which advances health research for women across medical and psychosocial disciplines. A committed advocate for diversity at the firm, she has built a Finance group that reflects that priority with its multitude of different perspectives. She also serves as sponsor to diverse lawyers at the firm, and, through her work on the Diversity Oversight Committee, helps the firm to drive towards achieving its diversity goals.

Partner Haynes Boone

Brent Shultz

Partner | Haynes Boone

Having negotiated and closed billions of dollars of complex debt financings, Brent Shultz helps companies in the banking, private equity, and energy industries serve their customers and employees, and thrive in any business environment.

Clients seek Brent’s representation in connection with fund finance, including capital commitment-secured facilities; energy finance, including reserve-based lending and credit facilities to midstream companies; cash-flow facilities, including investment-grade and other corporate finance transactions; and asset-based facilities, including asset-based lending, leveraged finance, acquisition finance, and project finance. Brent also handles restructuring, bankruptcy, and workout matters.

Brent’s problem-solving approach to financing transactions is informed by his prior work as a financial analyst and strategic planner at a major airline, where he advised senior management on major strategic initiatives. Clients trust Brent to listen closely to them, to understand their goals, and to execute their most important transactions in a smooth, practical, and business minded manner. In recognition of his professional excellence, Brent was named “One to Watch” in banking and finance by the 2020-2021 Best Lawyers, Woodward/White, Inc.,directory.

Brent serves on our pro bono committee, representing clients in veterans’ matters and acting as counsel for The H.E.A.R.T. Program, a Houston nonprofit that helps adults with intellectual/developmental differences to achieve their potential. He also takes an active role in his community, holding leadership roles with his local church and volunteering with charitable organizations. He is the proud father of two daughters.

Partner Haynes Boone

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