Fund Finance

Why choose Shepherd and Wedderburn for Fund Finance?

Our market leading fund finance team has significant experience acting for UK and international banks and alternative lenders on cross-border deals using Scottish limited partnerships in fund structures. We routinely act alongside lead counsel in jurisdictions such as London, the Channel Islands, Switzerland and the United States, providing Scots law advice on cross-border deals.

We are regularly instructed on a variety of transactions involving the use of Scottish limited partnerships, which, unlike partnerships in other jurisdictions, have separate legal personality, distinct from their partners. This enables Scottish limited partnerships to own assets, borrow and grant security on their own behalf.

We support funders on the Scots law aspects on a variety of structures, including:

Subscription Facilities

We are instructed on an increasing number of subscription, or capital call, facilities, where security is granted over the uncalled commitments of investors in the fund and liquidity provided to the fund. This means we have extensive experience in preparing and negotiating simple and cascading commitments security over the unfunded commitments of limited partners in Scottish limited partnerships and related subscription account arrangements.

GP and Manager Facilities

We regularly act on the Scottish aspects of general partner and manager facilities, where we draft Scottish security over fees and other amounts payable to the general partners or managers of funds structured using Scottish limited partnerships.

NAV Facilities

Along with growth in NAV facilities for funds, we are increasingly involved in putting in place security over distributions rights of limited partners in Scottish partnerships used in fund structures and over related rights and in security over distributions for similar co-investment facilities provided to related entities.

Regardless of the facility structure we also provide expert Scots law advice on facility documentation, undertake due diligence on Scottish limited partnerships and the agreements regulating them, give advice on security enforcement in Scotland and provide lenders with power and capacity and enforceability legal opinions on these structures.


Client testimonials

'The team has a deep understanding of our business and advice is always given with our commercial goals in mind'. Client quote, Legal 500

‘We worked with Shepherd and Wedderburn on a complex transaction under a very challenging timetable. They worked tirelessly to ensure the transaction complied with all the required legislation and regulatory requirements. We were very impressed’. Client quote, Legal 500

'The team is more proactive and pragmatic than other firms in the market. They are always responsive and make themselves available'. Client quote, Legal 500

Brexit-related transfer

Acted for multiple lenders on a Brexit-related transfer by a global private markets investment firm (with a high number of funds located in Scotland) from a UK-based Alternative Investment Fund Manager to one based in Europe.

NHS Dumfries

Acted for NHS Dumfries and Galloway in connection with the £270 million project financing of the new Dumfries District General Hospital NPD project, to replace Dumfries Royal Infirmary.

Amber Green SPRUCE 2 LLP

Acted for Amber Green SPRUCE 2 LLP in providing an £11million loan facility to the University of St. Andrews to part-finance the cost of construction of a £25 million renewable energy centre in Fife, including a biomass plant.

Norddeutsche Landesbank Girozentrale (Nord LB)

Acted for Nord LB in connection with the £56 million project financing of the Inverurie Community Campus Project, which comprises a secondary school, special school facility, swimming pool, sports facilities and community café. This is just one of a number of Hub projects in relation to which the team has advised Nord LB in recent years.

Bank of Scotland plc and Her Majesty’s Treasury

Acted on behalf of Bank of Scotland plc and Her Majesty’s Treasury in relation to new revolving loan facilities of up to £86 million to Countesswells Development Ltd (a subsidiary of the Stewart Milne Group Ltd). The financing will be used to fund the development of a major infrastructure and housing project, comprising 3,000 units, with a capital value of £800 million, just outside Aberdeen. This is the first deal of its kind in Scotland.

Green Investment Bank (now Green Investment Group)

Acted for the Green Investment Bank (GIB) in developing and deploying the Green Loan in projects in both Scotland and England (the Green Loan is a spend to save product that has been developed by the bank with Shepherd and Wedderburn drafting the documentation for roll-out across the UK. This was a new product from GIB offering UK local authorities a low, fixed rate loan over a period of up to 20 years and is based on the 'spend-to-save' model, whereby the loan is repaid from the savings local authorities make from implementing energy efficient solutions across their estate).

Austrian Bank

Acted for Austrian bank on a series of subscription and NAV facilities to a major investment management firm involving Scottish capital call security.

US Bank

Acted for US bank on a revolving facility to a Luxembourg borrower involving cascading Scottish capital call and account security

UK Bank

Acted for UK bank on a term facility agreement to a Jersey SPV involving Scottish security over limited partners’ financial interests in a Scottish limited partnership.