Funds Structuring

From co-invest and carry structures to open-ended investment funds and IM agreements, we know what works when it comes to advising on Australian domestic, inbound and outbound funds-related transactions. Integrated with our fund structuring expertise is our regulatory, investment and tax capability, meaning that we bring a practical integrated solutions-oriented approach.

Not only do we have the best technical expertise, we can also play a project management role. This sees our tax team work closely with other practice teams and advisors to design the most efficient and commercial order of legal work for each deal.

On a funds deal, it might mean that delivering tax and structuring inputs first before the legal ‘heavy lifting’ (which is more time and cost intensive) starts. This allows you, the client, to map out the structure of the deal and test the market – so that you’re aware of the risks and opportunities – before investing in the deal yourself (eg forming vehicles, touching the terms sheet, or receiving advices) in the implementation phase.

We have one of the world’s largest funds structuring teams that regularly combines across jurisdictions and time zones to provide the reach and coverage needed for fund formations, fundraisings and fund restructures. We have the capability to manage investor negotiations 24/7, giving our clients access and support every step of the way.

Wide-ranging fund structuring experience

Our Australian fund structuring team have recently advised on several sizeable global infrastructure fund raisings. Our role has involved providing recommendations as to the transaction steps and form of fund structure to help our client attract extra capital, diversify and expand the asset base and optimise legal and tax efficiencies.

Tax efficiency is an integral element to successfully structuring funds and managing fund investment portfolios. Our advice on fund structuring includes:

• Fund disclosure for fund registration
• Fund structuring for different asset classes and markets
• Fund formation and effective legal implementation
• Structuring tax-efficient carried interest and executive co-investments
• Tax due diligence for M&A transactions or equity disposals
• Tax-efficient management fee structuring
• Conversion to and use of Limited Liability Partnerships as investment management or advisory vehicles.

Our recent experience

• First State Super: advising on all Australian income tax aspects of the restructure of the investment holding structures for the StatePlus Retirement Fund in anticipation of, and following, the successor fund transfer of that fund into the First State Superannuation Scheme.
• OPSEU Pension Trust: advising OPTrust and their existing Australian investment, Kinetic Group (formerly AATS Group) on Kinetic Group’s acquisition of 100% of Transit Australia Group, representing Australia’s largest private bus transaction.
• First Sentier Investors: providing tax advisory and structuring assistance to First Sentier Investors (formerly Colonial First State Global Asset Management) on the establishment of a new North American fund vehicle as part of their Global Diversified Instructure Fund and various acquisitions.
• Future Fund: advising in relation to its investment into the CSFGAM Retail Property Partnership.
• Affinity Equity Partners: acted for funds advised by Affinity Equity Partners (S) Pte Ltd and its affiliates (and the other vendor shareholders) on the sale of Australian live events and ticketing business, TEG.