YOUR PROBLEM, SOLVED

LEGAL SOLUTIONS

Building, operating, restructuring or closing a structure in Luxembourg involves decisions that shape outcomes for years. Start from your situation, each solution below tells you what we handle and how.

01

INVESTMENT FUNDS

YOUR SITUATION

You are raising or operating a real estate, infrastructure, private equity or debt fund, and need the Luxembourg vehicle set up right, on time, and acceptable to your investors.

We cover the full range of Luxembourg alternative investment fund vehicles (partnerships (SCS or SCSp), RAIFs, SIFs and SICARs) across real estate, infrastructure, private equity and private debt, through the entire life of the fund: launch, lifecycle operations and closure.

WHAT WE HANDLE
FUND FORMATIONVehicle selection and setup: RAIF, SIF, SICAR, regulated or unregulated partnerships, including umbrella funds, sub-funds, parallel and feeder structures.
FUND DOCUMENTATIONLPAs, PPMs and subscription documents drafted and negotiated; side letters and carried interest arrangements drafted and structured.
MANAGERS & AIFMDAIFM authorisation or registration, governance and delegation arrangements, AIFMD exemptions and CSSF interactions.
LIFECYCLE EVENTSRestructurings, term extensions, manager or service-provider changes and interest/share transfers.
END OF LIFEOrderly liquidations and dissolutions, regulated or simplified.
SELECTED MANDATES —RELATED INSIGHTS —
02

SECURITISATIONS & STRUCTURED FINANCE

YOUR SITUATION

You need to move assets or risk into a Luxembourg vehicle, to issue notes or bonds, warehouse or repackage exposures for investors.

We set up Luxembourg securitisation transactions in all their forms, built on the Luxembourg 2004 Law, with, where necessary, the EU Securitisation Regulation overlay handled from day one.

WHAT WE HANDLE
VEHICLES & COMPARTMENTSSecuritisation companies and funds, multi-compartment platforms, orphan structures, with the ring-fencing documented.
INSTRUMENTSRated and unrated notes, profit participating notes, CLOs and CDOs, RMBS/CMBS, synthetic securitisations and repackagings.
REGULATORY OVERLAYEU Securitisation Regulation, STS criteria, risk retention and disclosure, mapped against the Luxembourg 2004 Law regime.
DERIVATIVES & EMIRHedging documentation and EMIR obligations for Luxembourg vehicles and their counterparties.
SPECIAL SITUATIONSNoteholder and trustee matters, distressed vehicles, restructurings of existing programmes.
SELECTED MANDATES —RELATED INSIGHTS —
03

CAPITAL MARKETS

YOUR SITUATION

You are issuing securities or setting up a programme, and need documentation that closes, plus certainty on listing and market abuse rules.

We create documentation for bond or note issuances, from standalone deals to repeat programmes and platforms.

WHAT WE HANDLE
ISSUANCES & PROGRAMMESStandalone bond and note issues, EMTN issues and programmes, updates and drawdowns.
LISTINGSLuxembourg Stock Exchange and Euro MTF and other Luxembourg listings, eligibility, documentation, ongoing obligations.
PROSPECTUS RULESProspectus requirements and exemptions.
MARKET CONDUCTMarket abuse, insider dealing and disclosure obligations, practical guidance your teams can apply.
SELECTED MANDATES —RELATED INSIGHTS —
04

BANKING & FINANCE

YOUR SITUATION

A lender wants Luxembourg security and opinions before closing, or your fund or company needs a facility negotiated on its side of the table.

We support banks, funds and companies on every stage of a Luxembourg financing, from negotiating the facility and taking security to refinancing, restructuring and enforcement.

WHAT WE HANDLE
FUND FINANCESubscription lines, NAV and other facilities negotiated for the fund or the bank: facility terms and security package.
SECURITY PACKAGESLuxembourg share, receivables, bank account and other pledges under the Luxembourg 2005 Law on Financial Collateral, negotiated, drafted, perfected, enforceable.
LEGAL OPINIONSCapacity and enforceability opinions on Luxembourg obligors, delivered to lenders.
LENDING & INTERCREDITORCorporate and real estate lending, intercreditor and subordination arrangements, guarantees.
REFINANCINGS & RESTRUCTURINGSDebt refinancings and restructurings, including distressed situations and enforcement scenarios.
SELECTED MANDATES —RELATED INSIGHTS —
05

CORPORATE

YOUR SITUATION

You are incorporating, migrating an entity to Luxembourg, merging, acquiring or entering a joint venture and the Luxembourg leg has to be seamless.

We handle incorporations, migrations, mergers, acquisitions and joint ventures, the corporate backbone of every structure we build.

WHAT WE HANDLE
INCORPORATIONSLuxembourg companies, SPVs and SOPARFI holding structures, governance and constitutional documents.
MERGERS & ACQUISITIONSPrivate acquisitions and disposals, domestic and cross-border mergers involving Luxembourg entities.
MIGRATIONSRedomiciliations of foreign entities to (and from) Luxembourg.
SHAREHOLDER RELATIONSJoint ventures and shareholders’ agreements.
DUE DILIGENCELegal due diligence on Luxembourg targets, scoped to what the deal actually needs.
REORGANISATIONSIntra-group reorganisations, liquidations and simplified dissolutions.
SELECTED MANDATES —RELATED INSIGHTS —
THE SECTORS & CLIENTS WE SERVE

One desk, whatever the asset or the client

REAL ESTATEINFRASTRUCTUREPRIVATE EQUITYPRIVATE DEBTASSET MANAGERSCORPORATES & GROUPSBANKS & LENDERSFOREIGN LAW FIRMS
ON TIMEDeadlines anticipated, filings made, meetings held when they should be
EN · DE · FRAdministered in the language your board works in
CONTACT

Talk to us before you structure.

CONTACT US