How Fund Managers May Address End-of-Life Issues in Closed-End Funds

In the search for novel investment opportunities, hedge fund managers have started to pursue less-liquid investment opportunities, which were previously only sought after by closed-end, private equity (PE)-style funds. In addition, managers of those PE-style funds are increasingly finding themselves holding portfolio investments with investment horizons that extend beyond the intended term of the fund that holds them. As a result, hedge funds that seek creative methods for holding illiquid investments and PE-style funds must either plan in advance for options to address the longer lives of those investments or seek investor approval to lengthen the funds’ harvest periods. In a guest article, Ira P. Kustin, partner at Paul Hastings, outlines some of the tools available to private fund managers seeking to free themselves of the time constraints typically placed on them in the context of a fund’s harvest period, including secondary sales of fund assets to third parties – including existing investors in the fund – or affiliates of the fund manager; secondary sales of fund interests themselves; “tender offer”-style sales of fund interests by limited partners to third parties, as well as the potential conflicts and regulatory concerns raised by these transactions; and a rollover of fund assets into a successor fund. For more on PE funds, see our three-part series on deal-by-deal funds: “An Overview of the Structure and Investor Perceptions Toward It” (Oct. 18, 2018); “Key Fundraising and Structural Considerations When Establishing a Fund” (Nov. 1, 2018); and “Balancing Deal Uncertainty Issues Against Attractive Carried Interest Opportunities” (Nov. 8, 2018). For additional insight from Kustin, see “Beyond the Master-Feeder: Managing Liquidity Demands in More Flexible Fund Structures” (May 25, 2017).

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