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Offering Memorandum Private Equity
"I need a Private Equity Offering Memorandum for a €500M technology growth fund launching in March 2025, targeting European and Asian institutional investors, with specific provisions for co-investment rights and ESG compliance under Dutch law."
1. Important Notice and Disclaimer: Legal disclaimers, regulatory notices, and distribution restrictions
2. Executive Summary: Overview of the investment opportunity, fund strategy, and key terms
3. Investment Highlights: Key attractive features of the investment opportunity
4. Fund Structure and Terms: Detailed explanation of the fund's legal structure, governance, and key commercial terms
5. Investment Strategy: Detailed description of investment philosophy, approach, and target markets
6. Management Team: Biographies and track record of key team members
7. Track Record: Historical performance of relevant investments and team experience
8. Risk Factors: Comprehensive disclosure of investment, operational, and regulatory risks
9. Regulatory Matters: Overview of relevant regulatory framework and compliance requirements
10. Tax Considerations: Summary of key tax implications for Dutch and international investors
11. Subscription Process: Instructions and requirements for participating in the offering
1. ESG Policy: Environmental, Social, and Governance policies when the fund has specific ESG commitments
2. Co-Investment Rights: Terms and conditions for co-investment opportunities if offered
3. Credit Facility: Details of any fund-level financing arrangements if applicable
4. Carried Interest Structure: Detailed carried interest calculations for complex structures
5. FATCA Compliance: Detailed FATCA provisions for funds targeting US investors
6. Secondary Transactions: Terms for secondary market transfers if permitted
7. Seed Investor Terms: Special provisions for early or strategic investors if applicable
1. Subscription Agreement: Legal agreement and forms for subscribing to the fund
2. Limited Partnership Agreement: Full legal agreement governing the fund structure
3. Investment Advisory Agreement: Agreement between the fund and its investment advisor
4. Fee Schedule: Detailed breakdown of all fees and expenses
5. AIFMD Disclosures: Required disclosures under the Alternative Investment Fund Managers Directive
6. KYC Requirements: Detailed anti-money laundering and know-your-customer requirements
7. Tax Forms: Required tax forms and declarations
8. Financial Statements: Historical financial statements if applicable
9. Valuation Policy: Detailed methodology for asset valuation
10. Side Letter Template: Standard form for special arrangements with specific investors
Authors
AFM
Accredited Investor
Administration Agreement
Advisory Committee
Affiliate
Alternative Investment Fund
Auditor
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Clawback
Closing Date
Commitment Period
Confidential Information
Control
Defaulting Limited Partner
Depositary
Distribution
DNB
Dutch Financial Supervision Act
EBITDA
ESG Criteria
Exit
First Closing
Final Closing
Follow-on Investment
Fund
Fund Documents
Fund Manager
General Partner
Holding Period
Hurdle Rate
Investment Advisor
Investment Committee
Investment Guidelines
Investment Period
Investment Strategy
Key Person
Key Person Event
Limited Partner
Limited Partnership Agreement
Management Fee
Management Team
Net Asset Value
Partnership
Portfolio Company
Preferred Return
Private Equity Investment
Professional Investor
Prospectus Regulation
Qualified Investor
Regulatory Authority
Related Party
Side Letter
Subscription Agreement
Target Company
Term
Transfer
Valuation Date
Valuation Policy
Wft
Investment Strategy
Investment Restrictions
Risk Factors
Regulatory Compliance
Subscription and Commitment
Capital Calls
Distribution Policy
Management Fee
Carried Interest
Key Person Provisions
Transfer Restrictions
Confidentiality
Conflicts of Interest
Reporting Requirements
Valuation
Advisory Committee
Investment Process
Exit Strategy
Co-Investment Rights
Default Provisions
Term and Termination
Amendments
Governing Law
Anti-Money Laundering
Tax Considerations
FATCA Compliance
ESG Policy
Side Letters
Indemnification
Liability Limitations
Administrative Matters
Fund Expenses
Wind-up Procedures
Non-Competition
Most Favored Nations
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Professional Services
Banking
Corporate Finance
Alternative Investments
Fund Management
Legal
Compliance
Risk Management
Investment
Finance
Operations
Investor Relations
Due Diligence
Fund Administration
Corporate Governance
Fund Manager
Investment Director
Chief Investment Officer
Legal Counsel
Compliance Officer
Risk Manager
Investment Analyst
Chief Financial Officer
Private Equity Associate
Fund Administrator
Investment Committee Member
Managing Partner
General Counsel
Head of Investor Relations
Due Diligence Officer
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