Description
NAV financing has become increasingly attractive to investors and fund sponsors because it can be tailored to meet a fund's particular needs, goals, and objectives. Also, with the recent decline and availability of subscription facilities, NAV facilities have become a useful alternative for later-stage funds seeking liquidity to manage portfolio and investment activities.
Because NAV financing facilities can be tailored to a fund's specific needs and the lender's underwriting criteria, there is no standard set of NAV loan terms, which means that there are various approaches to loan structures and terms. Most limited partnership agreements (LPAs) do not address NAV financing, which presents challenges for structuring facilities to ensure they are permitted under an LPA.
Many NAV transactions are executed at the fund level or portfolio company level. Another option that has developed is the Holdco structure where the funds themselves are not the borrowers. Instead, one or more holding companies or special purpose vehicles directly or indirectly below the fund enter into the financing. The Holdco structure can be particularly useful to address various circumstances and issues that frequently arise when negotiating and structuring NAV facilities.
Listen as our authoritative panel discusses the latest market trends, structuring tips, and critical loan terms and covenants to consider when advising clients on NAV credit facilities.
Presented By
Mr. Kerfoot focuses principally on fund finance and structured finance transactions. He has held leadership positions in both banking and law in the fund finance industry for over two decades and is a frequent speaker and author on various fund finance matters. Mr. Kerfoot advises on a broad spectrum of private equity and private credit financing and liquidity solutions. He counsels both borrowers and lenders on subscription lines, NAV-based facilities and preferred equity financings, as well as asset-based middle market loan and other private credit portfolio financings. Mr. Kerfoot also structures and advises on both GP-led and LP-led collateralized fund obligations, collateralized loan obligations, insurance securitizations, and other similar securitized and structured products and derivatives. Prior to joining the firm, he was a Managing Director in the Credit and Structured Financing group at Société Générale, where he structured and marketed collateralized financings for portfolios of private equity secondaries, middle market loans, broadly syndicated loans and senior and mezzanine tranches of CLOs and other securitized products. Prior to that, Mr. Kerfoot was the Americas Head of Fund Finance at UBS AG.
Ms. Snelson has extensive experience acting as lead counsel for lenders, private equity funds, and their portfolio companies in connection with leveraged finance and fund/portfolio finance transactions. She is dual qualified in New York and England & Wales and practiced previously in the UK. Ms. Snelson has acted as lead counsel on hundreds of finance transactions that span a wide array of industries and jurisdictions throughout the Americas, Europe and Asia. Hers experience also includes advising investors and borrowers in connection with both in- and out-of-court debt restructurings, DIP financings, exit financings, 363 sales, English administrations and schemes of arrangements, and insolvency related matters in several European jurisdictions.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, September 9, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Overview: current market conditions
II. The evolution of NAV facilities
III. Differences between NAV credit facilities and subscription-backed credit facilities
IV. Structure of NAV facilities
A. Fund or portfolio company level structure
B. Holdco structure
V. LPAs and their impact on NAV financing facilities
VI. Key loan terms to consider
A. Collateral considerations and asset-level financing
B. Loan-to-value ratio
C. Minimum assets/diversity of investment portfolio
D. Covenants and events of default
VII. Advantages and disadvantages of NAV facilities
VIII. Other issues and considerations
The panel will address these and other key issues:
- What are the current market conditions that make NAV financing facilities attractive?
- How does a Holdco NAV loan structure work?
- What are the valuation and collateral considerations that must be addressed in the Holdco structure?
- What impact do LPAs have on a fund entering into a NAV financing facility?
- What are key loan terms to negotiate for borrowers and lenders when structuring a NAV facility?
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