Primer on Deal-by-Deal Funds: Balancing Deal Uncertainty Issues Against Attractive Carried Interest Opportunities (Part Three of Three)

Uncertain investor funding can make sellers and lenders reluctant to engage with buyers employing a deal-by-deal fund structure, while also exposing sponsors to the risk of absorbing broken deal expenses. On the other hand, the unique treatment of carried interest – by not netting losing investments, in addition to immediately paying it upon selling an investment – presents undeniable upside that may make the risks worth enduring. Weighing these fiscal considerations, among others, against each other is part of the complicated calculus sponsors must perform when deciding whether to adopt the deal-by-deal fund structure. See “Structures and Characteristics of Activist Alternative Investment Funds” (Mar. 12, 2015). This three-part series aims to provide a holistic consideration of the features of the deal-by-deal structure. This final article analyzes the risks of deal uncertainty; ways sponsors can overcome those risks; and the unique management fee and carried interest treatments that can make the deal-by-deal structure a lucrative option to consider. The first article provided an overview of the deal-by-deal fund vehicle and detailed certain investor sentiments toward it. The second article described some of the challenges of the fundraising process, as well as important structural and mechanical considerations when establishing a deal-by-deal fund. See “Interest in Bespoke Fund Structures Surges As Markets Adjust to New Administration and Regulatory Regime” (Mar. 18, 2018).

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