lev-os Structuring Fund Level Credit Facilities
When To Use
- Structuring a new subscription credit facility (capital call line) for a PE, VC, real estate, or infrastructure fund
- Analyzing an existing facility's borrowing base composition and advance rate adequacy
- Evaluating LP commitment quality and concentration risk for lending purposes
- Comparing term sheet proposals from prospective lenders
- Assessing fund-level leverage limits against LPA covenants and side letter restrictions
- Reviewing facility compliance during the investment or harvest period
Inputs To Gather
- LPA and side letters: Capital commitment amounts, excuse/exclusion rights, default remedies, leverage limitations, borrowing restrictions [VERIFY specific side letter carve-outs for each LP]
- LP roster with commitment details: Legal name, commitment amount, funded/unfunded split, investor type (pension, sovereign wealth, HNWI, fund-of-funds, endowment), domicile, credit rating or financial profile
- Proposed or existing facility terms: Commitment amount, tenor, interest rate (spread + benchmark), advance rates by LP tier, borrowing base formula, conditions precedent, financial covenants
- Fund economics: Target fund size, investment period length, expected capital call cadence, distribution waterfall provisions affecting repayment
- Lender requirements: Eligible LP criteria, concentration limits, minimum commitment thresholds, exclusion triggers (e.g., LP default, excuse rights exercised, ERISA thresholds)
Workflow
Map the LP base into borrowing base tiers
- Classify each LP by credit quality tier (e.g., Tier 1: rated investment-grade institutions; Tier 2: unrated institutional; Tier 3: HNWI/family office; Tier 4: fund-of-funds or feeder vehicles)
- Apply advance rates per tier (typical ranges: Tier 1 at 90-95%, Tier 2 at 75-85%, Tier 3 at 50-65%, Tier 4 at 0-50%) [VERIFY lender-specific advance rate schedules]
- Exclude LPs with excuse/exclusion rights that could reduce callable capital, defaulted LPs, and any LP below minimum commitment thresholds
Calculate the borrowing base
- For each eligible LP: uncalled commitment x advance rate = included amount
- Sum included amounts across all eligible LPs
- Apply concentration limits (single LP cap typically 15-25% of borrowing base; single investor-type cap varies) [VERIFY concentration thresholds per term sheet]
- Apply aggregate facility cap (borrowing base vs. facility commitment, whichever is lower)
Analyze facility sizing and leverage
- Compare facility size to total unfunded commitments (typical subscription lines: 15-30% of total commitments)
- Confirm compliance with LPA leverage restrictions (percentage-of-commitments cap, duration limits on outstanding borrowings, purpose restrictions)
- Check side letter restrictions that may impose tighter leverage covenants on specific LPs [VERIFY each side letter's borrowing limitation language]
Evaluate key structural terms
- Tenor and extension options: Match facility tenor to remaining investment period; flag mismatch risk if facility extends into harvest period
- Interest rate and fees: Benchmark rate (SOFR + spread), unused commitment fee, upfront/arrangement fees; compare to market benchmarks
- Clean-down provisions: Frequency and duration of mandatory repayment periods (common: 1-2 annual clean-downs of 3-10 days)
- Collateral package: Assignment of right to make capital calls, pledge of capital commitment receivables, control account agreements
- Events of default: LP-related triggers (key-person departure, no-fault termination, GP removal), fund-level triggers (NAV decline, investment period expiration)
Assess LP-related risks
- Concentration risk: Over-reliance on a small number of large LPs
- Sovereign/regulatory risk: Foreign LPs subject to capital controls or sanctions [VERIFY OFAC/sanctions screening for each LP jurisdiction]
- Excuse/exclusion exposure: Aggregate callable capital at risk if excuse rights are broadly exercised
- Default cascade risk: Impact on borrowing base if one or more large LPs default on capital calls
Document facility structure and recommendations
- Produce borrowing base certificate with LP-by-LP detail
- Summarize advance rate analysis with sensitivity scenarios (e.g., loss of top 3 LPs, downgrade of Tier 1 LP)
- Flag any LPA or side letter provisions that create structural risk for the facility
- Recommend facility sizing, lender selection criteria, and negotiation points
Output
Deliver a structured report containing:
- Borrowing base schedule: LP-by-LP breakdown showing commitment, tier classification, advance rate, included amount, and any exclusion reasons
- Facility sizing summary: Recommended facility amount, leverage ratio to total commitments, headroom analysis
- Term comparison matrix (if multiple lender proposals): Side-by-side comparison of pricing, advance rates, covenants, and structural features
- Risk assessment: Concentration analysis, LP credit quality distribution, sensitivity to LP attrition or default
- LPA/side letter compliance checklist: Confirmation that proposed facility terms satisfy all partnership agreement restrictions
- Negotiation recommendations: Key points to push on with lenders (advance rate improvements, concentration limit flexibility, clean-down waivers, covenant thresholds)
Quality Checks
- Verify that every LP in the roster is accounted for — either included in the borrowing base or explicitly excluded with a stated reason
- Confirm advance rates applied match the lender's term sheet or credit policy (not assumed market averages)
- Cross-check LPA leverage limits against the proposed facility size and confirm compliance
- Validate that concentration limits are correctly applied (both single-LP and investor-type caps)
- Ensure side letter borrowing restrictions are individually reviewed, not treated as uniform [VERIFY]
- Flag any LP whose commitment is subject to regulatory approval, capital controls, or pending legal dispute
- Confirm the collateral package includes assignment of capital call rights and account control agreements as required by the lender