Mitigating ‘Bad Acts' Risk In NAV Facilities (Part 2 Of 2)

This article continues our prior discussion of the risk of "bad acts" by a borrower in certain NAV loan structures. For our purposes, NAV loans are loans to alternative investment entities (e.g., private equity funds, secondaries funds, hedge funds, funds of hedge funds, pension funds and family office vehicles) that are underwritten, either on a secured or unsecured basis, by the value of the entity's investments. Even in secured NAV loan facilities, rather than a direct pledge of the underwritten assets for the financing (i.e., the fund's portfolio of investments), lenders typically will only receive a pledge of the management and economic interests in one or more controlled subsidiary holding vehicles ("HoldCo") that hold the investments (i.e., an "indirect pledge" of the investments). As a result, the borrowers typically maintain complete control over the assets that the lenders are underwriting.