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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, July 29, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will examine issues associated with the formation and operation of direct lending funds, including those organized to lend to small and medium-sized businesses, certain real estate developers, and other real estate market participants.

Faculty

Steven Huttler
Partner
Kilpatrick Townsend & Stockton LLP

Mr. Huttler has extensive experience in corporate, finance, investment fund and securities matters, including the representation of U.S. and foreign investment funds, underwriters, and private clients in various registered public and private offerings of debt and equity securities totaling in excess of $10 billion. His legal practice has exposed him to diverse fund clients with an exceptionally wide range of investment programs and structures, including large mutual funds and hedge fund complexes, private equity firms, real estate partnerships and funds, venture capital funds and funds focused on specialty finance assets. 

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Description

Small and medium-sized businesses and real estate bridge financing borrowers are increasingly looking to direct lending funds, as opposed to banks and other traditional lenders, as a source of capital.

Post-2008, in particular, the imposition of additional regulatory requirements on banks in the calculation of their capital and conducting various banking activities was one of the most influential historical drivers behind this disintermediation between banks and borrowers.

Conversely, gyrating and unpredictable capital and credit markets in this period have created an exciting opportunity for many private investment funds to offer this same financing abdicated by many banks. As a result, direct lending funds, a subset of general credit-focused investment funds, have become an essential part of the mix of strategies to which many institutional investors and family offices desire exposure.

This webinar will include a discussion of corporate structures and related tax and regulatory considerations in relation to these transactions.

Listen as our authoritative panel examines the structuring options available and considerations relevant to direct lending funds, and the related tax, ERISA, and regulatory issues driving many of these alternatives--as well as their crucial compliance obligations.

Outline

I. Comparing open to closed-end structures, including the following key considerations: liquidity and valuation

A. Avoiding liquidity mismatches

B. Frequency of withdrawal periods

C. Length of notice periods

D. Gates

E. More current strategies

1. Length of payout periods

2. Novel payout calculations (e.g., disassociate from NAV?)

III. Selected structures/strategies for U.S. federal income tax issues posed by direct lending strategies

A. Issues for U.S. taxable investors

B. Strategies for non-U.S. investors

C. Foreign-owned U.S. corporate lenders

D. Post-tax reform: Are corporate structures, even for U.S. taxable investors, the wave of the future?

III. Recurring regulatory issues unique to direct lending funds

A. Conflicts

1. Investment Advisers Act Section 206: principal transactions

2. Conflicts among typical affiliates

a. Credit funds: originator, servicer, principal investment vehicles

b. RE related

B. Balancing Securities Act/private placement requirements with marketing for business of the fund

Benefits

The panel will review the following key issues, among other matters:

  • Comparing open to closed-end structures, including liquidity and valuation
  • U.S. federal income tax issues posed by direct lending funds and strategies for addressing them 
  • Recurring regulatory issues unique to the direct lending funds
  • Ramifications of a higher interest rate environment