www.globalfundmedia.com | 11INFRASTRUCTURE DEBT GFM Special Report May 2017
OGIER
projects in the energy sector will require a lot
of diligence by fund managers.
“For private infrastructure funds investing
in the energy sector, there will likely be
added regulatory complexities that could
increase costs for the fund; especially if it
requires working with advisers, lawyers and
specialist valuation agents in local markets.
“These are specialist investments.
Investors will want assurances that their
capital is protected and being managed
appropriately,” says Cordle.
Cordle says that in terms of structuring a
private fund, the most frequently used option
is to have a limited partnership where a
group of investors band together as limited
partners under a partnership agreement.
“The general partner of the partnership
then appoints the investment manager. This
is the tried and tested model and is generally
no different for private equity and real estate
funds,” adds Cordle.
In Europe, there are various markets to
consider for setting up limited partnerships.
There is the English limited partnership
and each of the Channel Islands has a
partnership regime too. In addition, in
recent times, jurisdictions like Luxembourg
have updated their legal regime to better
support global private equity, real estate
and infrastructure managers with the
introduction of a Special Limited Partnership
(SCSp), which unlike the SCS, has no legal
personality and therefore more closely based
on the Anglo-Saxon LP model.
“As a limited partnership will not typically
have a legal personality, the LPs should be
taxed on a look-through basis.
“The team structuring a new vehicle will
look to minimise tax leakage within the
fund structure, which one of the reasons
why we see fund promoters heading to
Guernsey. The aim will be for investors to be
taxed principally in their home jurisdiction,”
says Cordle.
He notes that structuring teams will look
to take advantage of jurisdictions with good
double taxation networks, as well as those
jurisdictions which are familiar to investors.
“The ultimate structure of a fund will
depend on a combination of factors – where
the assets are located, where the investors
are based and how investment will be
structured,” concludes Cordle. n
Segment of the Main Market of the LSE for
vehicles which will invest in fewer assets or
may not satisfy all of the rules comprising
Chapter 15 of the UK Listing Authority’s
Listing Rules.
“By comparison, those considerations
may be seen to fall away for a private
fund. Spread of investment risk will be for
the manager to determine (based on the
investment proposition agreed with the LPs),
not the listing authority by reference to the
relevant rules,” explains Cordle.
Given the sheer depth and breadth of
infrastructure projects to choose from, one
might be forgiven for understanding why
the investment manager, looking to launch
an unlisted fund, might want to attract what
are known as ‘blind pool’ investors. In short,
these are investors who commit to investing
in a vehicle with no seed assets or identified
target assets.
This is a much harder sell, however.
“Unless you are a particularly high-profile
fund manager with an extensive track record,
investors will want to know upfront what
the portfolio is expected to be composed
of,” states Cordle. “If the infrastructure
investments you are planning on making are
in an area of the market where there are
significant investment opportunities, then
investors maybe more minded to invest blind.
“It could be that the fund itself doesn’t
invest directly in infrastructure but rather is
exposed to the asset class – for example, a
fund-of-funds.
“You could see how a listed vehicle
would be attractive from a manager’s
perspective. The listed vehicle provides the
investment manager with a pot of permanent
investor capital to seed a portfolio of private
infrastructure funds.”
Getting the seed capital and the initial
traction is critical, after which it becomes
easier to attract other investors.
Aside from the sheer number and variety
of infrastructure projects, another element of
complexity that managers have to consider
is the regulatory and political vicissitudes of
the countries they invest in. This creates a
range of potential risks.
“Investing in a wind farm, for example,
might be predicated on the operator selling
electricity at a particular price, which could
be affected by regulation. Infrastructure