Hub Of European Fund Industry

The days of thinking about single jurisdictions are long gone. When structuring a large private equity fund, for example, it is likely going to contain international investors (the US, Europe, Asia) and is, in effect, a commercial deal between all interested parties to draw down the money. The reality is, different investors have different preferences.

As James Bermingham, counsel at Ogier in Luxembourg explains: "Sovereign wealth funds want the most efficient funds possible and are prepared to have no tax leakage. When you start talking to European investors, say German insurance groups who are subject to Solvency II, they want to invest in a regulated fund in Luxembourg.

"This is because investor regulation in the EU embeds financial advantage in investing through European fund structures so European investors are steered to allocate to European funds."

These international nuances can work to Luxembourg's advantage by virtue of it being the hub of the European funds industry and a nexus for global funds distribution. Rather than solely structuring an offshore vehicle, PE groups are instructing lawyers to establish multiple parallel vehicles across multiple jurisdictions.

"One example I could offer is a prominent management group where the limited partnerships are Cayman vehicles, the General Partner is in Jersey, and effectively speaking the carry arrangements are structured through offshore trusts. The manager has also set up a parallel Luxembourg limited partnership in the form of an SCSp that is bolted on to the side of the fund. In total, the fund comprises five parallel limited partnerships, of which Luxembourg is the fifth, and invests in parallel with the other limited partnerships in an efficient manner," explains Bermingham.

This particular fund invests predominantly through Luxembourg holding companies that then feed in to the underlying investments. Ogier Luxembourg has its heritage rooted in offshore law and is able to help onshore law firms set up their clients' investment funds such that every LP is happy with the arrangement. Getting the right blend of flavours is not possible using one jurisdiction...

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