Structured Debt in Private Equity: Rated Feeder Funds and Collateral Fund Obligations

April 17, 2025May 22, 2024 by Dante MARRAMIERO

Structured Debt in Private Equity: Rated Feeder Funds and Collateral Fund Obligations

In this article, Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2022-2023) explains structured debt in Private Equity: Rated Feeder Funds and Collateral Fund Obligations. Such debt products open the market for insurance companies.

Structured Financing for Investment

In the intricate world of finance, innovative structures continually emerge to meet investor demands under the current regulatory framework. Among these structures are Rated Feeder Funds (RNFs) and Collateralized Fund Obligations (CFOs), which facilitate investments for investors with specific investment criteria. This happens particularly with insurance companies and asset managers, to access private equity or alternative strategy funds such as growth funds or private credit funds through rated debt instruments. However, structures like RNFs and CFOs are not without their complexities and regulatory scrutiny, especially in light of historical parallels to Collateralized Debt Obligations (CDOs) and the financial crisis of 2008. CFOs and CDOs have exactly the same structure but have different underlying assets: CDOs are based on debt, specifically mortgages while CFOs are based on Private Equity funds.

The two figures below represent the financial structure of RNFs and CFOs.

Figure 1. Financial structure of an RNF.

Source: the author.

Figure 2. Financial structure of a CFO.

Source: the author.

Rated Feeder Funds (RNFs) and Collateral Fund Obligations (CFOs) thus represent innovative approaches to structured financing, aiming to bridge the gap between investors and private equity or alternative strategy funds.

Why are CFOs and RNFs attracting insurance companies?

CFOs and RNFs are both characterized by a blend of debt and equity components. These vehicles raise capital by issuing debt securities, which are then used to invest in a diversified portfolio of assets across multiple funds. The presence of both debt and equity elements not only provides investors with exposure to various underlying assets (in which the various funds have invested) but also introduces a diversification effect that can attract capital seeking lower risk profiles. The debt issued by CFOs typically undergoes scrutiny by rating agencies to determine their creditworthiness, thereby providing assurance to investors regarding the quality of the investment.

On the other hand, RNFs operate through a structure where investors’ capital is channeled through a special purpose vehicle (SPV) or feeder fund. This feeder fund then invests in a master fund managed by the sponsor. This setup allows investors to gain exposure to the underlying assets of the master fund without directly participating in its operations. RNFs, similar to CFOs, offer rated debt instruments to investors, providing them with a regulated and transparent avenue to access private fund investments.

Regulatory Considerations and Risk Mitigation

One of the key attractions of RNFs and CFOs is the regulatory capital treatment they offer to institutional investors. By investing through rated debt instruments, regulated institutions such as insurance companies can benefit from reduced capital requirements compared to direct equity investments in underlying funds.

However, regulatory scrutiny is a critical aspect of these structures, particularly in jurisdictions like the United States and Europe. In the US, concerns have been raised regarding the applicability of risk retention rules, especially in CFO transactions where repayment primarily depends on limited partnership interests. Similarly, European regulations such as the UK and EU Securitization Regulations impose stringent requirements.

In the US, currently, the NAIC – National Association of Insurance Commissioners has blocked investments from insurance companies in CFOs but is working on possible ways to regulate the market and open the investment again in the future.

Conclusion: Balancing Innovation with Regulatory Compliance

Rated Feeder Funds (RNFs) and Collateral Fund Obligations (CFOs) represent innovative solutions for investors seeking exposure to private funds while optimizing regulatory capital requirements. However, their structural complexities and regulatory scrutiny, particularly in the aftermath of the 2008 financial crisis, underscore the importance of due diligence and compliance.

As financial markets evolve, the challenge lies in striking a balance between innovation and regulatory compliance. While RNFs and CFOs offer opportunities for capital efficiency and investment diversification, they must navigate a complex regulatory landscape to ensure stability and mitigate systemic risks. Only through careful consideration of lessons from history and adherence to regulatory guidelines can these structured financing solutions fulfill their promise in the modern financial ecosystem.

Example of precedent transaction: Tikehau raise a $300 million CFO

Tikehau Capital has raised $300 million collateralized fund obligation backed by cashflows from commitments to its direct lending and private debt secondary strategies. The CFO’s assets consisted of interests in Tikehau’s own debt funds as well as third-party managed private debt funds originated by the firm’s private debt secondaries strategy, according to a statement from Jefferies, which advised on the transaction.

Specifically, the CFO assets were largely Tikehau-managed funds: the direct lending and private debt secondaries which were held on the firm’s balance sheet. This transaction allowed Tikehau to raise capital from the big American insurance companies that otherwise would have considered investing in Tikehau’s funds as out of scope.

Why should I be interested in this post?

This post could be particularly intriguing for business students because it highlights diverse methods of fundraising within the private equity sector. This knowledge could benefit students aiming for careers in finance and those seeking to secure funding for their own ventures. Moreover, it provides valuable insights into the pivotal role that debt plays in financing strategies. Furthermore, it could be a good competitive advantage during Private Equity interviews to know about structured finance as it is an emerging topic in the Private Equity industry and not everyone is up to date with it!

Useful resources

Hanson R. (08/11/2023) Collateralised fund obligations and rated note feeders: options for structuring investment into private funds Morgan Lewis

Cadwalader Brief Primer on CFOs and Rated Feeder Funds

About the author

The article was written in May 2024 by Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2022-2023).

Private Equity and Italy, is it a nice combination?

May 22, 2024May 19, 2024 by Dante MARRAMIERO

Private Equity and Italy, is it a nice combination?

In this article, Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2022-2024) explains about the peculiar situation of the Italian Private Equity market.

Italian conservative market is now opening up

Italy’s family-owned enterprises, steeped in tradition yet poised for transformation, stand at a crossroads of opportunity. For decades, these businesses have been the backbone of the country’s economy, rooted in principles of heritage and resilience. Yet, as the global marketplace evolves, so too must they. Enter private equity – once a distant concept, now a beacon of possibility, offering two distinct paths for growth: co-investment and external capital infusion.

As previously mentioned, family businesses dominate the Italian economy, with around 784,000 companies (nearly 85%) being family-owned according to AIDAF, the Italian Association of Family Businesses. These small and medium-sized enterprises are mainly active in sectors like fashion, mechanical engineering, and food, producing high-quality “Made in Italy” products.

One driver for ownership changes in Italian family businesses is succession planning, as many seek external capital to finance growth, international expansion, technology investments or innovations due to being undercapitalized. Private equity funds have stepped in to provide this capital, with Italy being one of Europe’s most mature private equity markets. As a confirmation of this, annual private equity investments in Italy correspond to around 0.36% of GDP, on par with Germany but lower than the UK, Netherlands, and France.

Key target sectors for Italian private equity include IT/communications and industrial goods. Around 14% of Italian family office assets are invested in private equity, with surveys suggesting most intend to increase these allocations. What could make the difference for the future is that younger generations of Italian wealth holders are expected to further drive family office investments into private equity and venture capital, being more interested in backing early-stage businesses, especially in technology. Their international outlook and experience abroad are also influencing asset allocation decisions.

Co-Investment: Fostering Collaboration for Shared Success

Traditionally, family businesses have been hesitant to engage with private equity, wary of relinquishing control and diluting their legacy. However, a paradigm shift is underway as a new wave of private equity firms sets its sights on these familial enterprises, offering tailored solutions to suit their diverse needs.

Co-investment, as mentioned earlier, represents one avenue for growth. Through co-investment, family businesses can partner with private equity firms to pursue inorganic growth opportunities while retaining operational control. This collaborative approach allows for shared risk and rewards, leveraging the strengths of both parties to unlock new synergies and market opportunities.

External Capital Infusion: Embracing Change for Accelerated Growth

Yet, co-investment is not the only path forward. Another emerging trend in Italy’s business landscape is the willingness of family businesses to open their doors to external capital funding, including partial divestment to private equity firms. While this option may involve ceding a degree of ownership and autonomy, it also presents an opportunity to access significant capital infusion and strategic guidance.

The decision between co-investment and external capital infusion is not a one-size-fits-all proposition. Each option carries its own set of benefits and considerations, depending on the unique circumstances and aspirations of the family business in question. Some may find co-investment to be a more palatable approach, allowing them to maintain a greater degree of control over their operations. Others may see external capital infusion as a means to accelerate growth and access new markets.

The Role of Family Offices

Integral to navigating these choices is the role of the family office – a trusted advisor tasked with safeguarding the financial interests of affluent families. Whether pursuing co-investment or external capital infusion, family offices play a crucial role in guiding decision-making and ensuring alignment with long-term goals.

As Italy’s family businesses chart a course toward the future, the convergence of private equity and family offices offers a wealth of opportunities for growth and revitalization. By embracing both co-investment and external capital infusion, these enterprises can leverage the strengths of private equity partnerships while preserving their unique identities and legacies.

Conclusion: Two Paths, One Destination

In conclusion, the dual paths of co-investment and external capital infusion represent two sides of the same coin for Italy’s family businesses. By carefully weighing the options and leveraging the expertise of family offices, these enterprises can navigate the complexities of modern business and chart a course towards sustainable success in an ever-changing world.

Why should I be interested in this post?

This post presents a valuable opportunity to better understand the unique characteristics of the Italian market, predominantly driven by family businesses, and to explore its evolving landscape as it embraces a new business paradigm: Private Equity. Studying this transition offers insights not only for academic enrichment but also for future career prospects in Private Equity. Understanding how Italy’s traditional family business-dominated market is adapting to and integrating Private Equity opens doors for both educational exploration and potential professional paths in this sector.

Useful resources

Bocconi Student Private Equity Club (2024) Overview: The Private Equity Market in Italy over the last 20 years

Deutsche Bateiligungus AG (2023) Private equity in Italy – an undervalued market

FamilyCapital (2020) The big private equity groups backed by families

AltiGlobal (2023) Italy’s next generation of wealth holders step up to grow family wealth while they wait for senior leadership roles

About the author

The article was written in May 2024 by Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2022-2024)

My Experience as an Investment Intern at Eurazeo

April 6, 2024 by Dante MARRAMIERO

My Experience as an Investment Intern at Eurazeo

In this article, Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2020-2023) presents its professional experience in Euazeo, a European leading Private Equity based in Paris.

About Eurazeo

Eurazeo stands as a prominent European firm within the world of alternative investments, boasting a diversified portfolio within various investment strategies, including private debt, real Estate, venture, growth, small-mid buyout, and mid-large buyouts. Eurazeo was initially the family office of the Lazard Freres family, but in 2018 decided to merge with Idinvest in order to start fundraising capital from third parties. Following 2018, Eurazeo’s strategy has always been to reduce the balance sheet investments and to increase the third-party capital investments.

Logo of the company.
Logo of Eurazeo
Source: the company.

Internship Overview

During my time as an Investment Intern at Eurazeo from January 2023 to June 2023, I had the privilege to immerse myself in the intricacies of private equity and alternative investments. My internship included a range of responsibilities aimed at supporting Eurazeo’s investment initiatives. My department was “Direct Transactions” and during my internship, I participated actively in three different activities:

Syndication of Co-Investment Opportunities

I actively participated in the syndication process of four co-investment opportunities across various investment strategies including private debt, growth, and mid-large buyout. This involved conducting comprehensive due diligence, financial analysis, and market research to assess the viability and potential returns of each opportunity. Together, these co-investment opportunities accounted for approximately €750 million in total investment value, underscoring Eurazeo’s commitment to strategic partnerships and collaborative investment initiatives. Co-investments, theoretically speaking can be cataloged under direct transactions as SPV (Special Purpose Vehicle) are created specifically for one single transaction and you are not making the investment for the limited partners but you are making it with the LPs (Limited Partners).

Strategic SPV Structures Analysis

I was tasked with examining strategic Special Purpose Vehicle (SPV) structures solutions for potential investment opportunities. This entailed analyzing, comparing, and developing alternative fundraising structures such as Collateral Fund Obligation and Rated Feeder Fund, focusing on optimizing capital deployment and mitigating risk. The main reason why we were evaluating new financial structures was to attract a category investor that, at the time, was not willing to invest in our funds: American insurance companies. 2023 has been generically speaking a rough year for fundraising capital and for this reason, we decided to implement this kind of solution. A collateral fund obligation is a structure composed by certified debt and equity; this structure will invest in different funds (all managed by Eurazeo) and will have the advantage of using the leverage raised as certified debt to enhance the return on the investment and the Cash on Cash. Therefore, by evaluating various SPV structures, we aimed to enhance our flexibility in structuring investments and optimizing returns for our investors, by using the right amount of leverage.

Evaluation of Secondary Transactions Advisors

I had the opportunity to participate in two competitive selection processes for secondary transaction advisors, tasked with choosing the financial advisor to support us in executing a single asset continuation vehicle. The evaluation process included analyzing and comparing proposed solutions, assessing current market conditions, and evaluating alignment with Eurazeo’s investment strategy and objectives.

Furthermore, this project included evaluation and due diligence, intending to identify strategic partners capable of delivering value-added solutions and maximizing returns for our investors. Single asset continuation vehicles are specialized structures tailored for investments held within the portfolio of a current fund of the firm. These investments require divestment as limited partners seek liquidity. However, recognizing the potential upside, the firm decides to establish these vehicles.

What did I learn during this experience?

My internship at Eurazeo provided invaluable opportunities for skills and knowledge development across various areas:

Financial Analysis: I honed my skills in financial modeling, valuation techniques, and investment analysis through hands-on experience with real-world investment opportunities.
Due Diligence: I gained practical insights into the due diligence process, including a thorough examination of financial statements, market trends, and competitive landscapes.
Strategic Thinking: I developed a strategic mindset by evaluating investment opportunities within the broader context of Eurazeo’s investment thesis and long-term objectives.
Communication and Collaboration: I enhanced my communication and collaboration skills through interaction with cross-functional teams and external stakeholders, fostering effective teamwork and decision-making.

This internship therefore offered a unique opportunity to gain firsthand experience in the dynamic and fast-paced world of private equity and alternative investments. As an aspiring finance professional, this experience has equipped me with the skills, knowledge, and insights necessary to thrive in the competitive landscape of the investment industry. Moreover, it has reaffirmed my passion for finance and deepened my understanding of the critical role played by alternative investment firms in driving economic growth and value creation.

As a newcomer to the finance industry, I had not anticipated the level of intricacy and competition inherent within the environment of Eurazeo. The depth of analysis, the meticulous attention to detail, and the relentless pursuit of excellence underscored the caliber of professionals operating within the firm. Despite the initial surprise, I found myself invigorated by the intellectual rigor and spirited competition that permeated every facet of Eurazeo’s operations.

Central to my experience at Eurazeo was the discovery of a challenging yet remarkably cohesive team—a team that demanded nothing short of excellence yet fostered an environment of camaraderie and mutual support. The intensity of our collaborative efforts forged bonds that transcended professional boundaries, culminating in a shared sense of purpose and accomplishment. Indeed, within the crucible of challenging assignments and tight deadlines, I discovered that the true measure of an internship lies not merely in the tasks accomplished but, in the relationships, forged and the personal growth attained.

Long But Fulfilling Working Hours

While the demands of the internship necessitated long hours and unwavering dedication, I found solace in the gratifying pursuit of knowledge and skill refinement. On average, my workday extended until around 10:30 in the evening, with occasional instances requiring weekend office visits. Despite the rigors of the schedule, the sense of fulfilment derived from contributing to meaningful projects and engaging with industry experts mitigated the challenges posed by extended working hours.

A game-changing internship

My internship at Eurazeo stands as a transformative chapter in my professional journey, characterized by unexpected challenges, profound growth, and enduring camaraderie. Through immersion in the fast-paced realm of private equity, I have gained invaluable insights, honed essential skills, and cultivated enduring relationships that will undoubtedly shape my future endeavours. As I reflect on my time at Eurazeo, I am reminded that true growth emerges from embracing adversity, fostering meaningful connections, and steadfastly pursuing excellence—lessons that will continue to guide me on the path toward personal and professional fulfillment.

Why should I be interested in this post?

I aspire that this experience might aid other students intrigued by Private Equity in gaining deeper insights into the internal dynamics and the range of exposure one can encounter within a private equity firm. Often, when students hear about private equity, their minds jump straight to financial analysis and modeling, overlooking the broader scope. My aim is for this article to spark curiosity among students about this sector, encouraging them to explore the private equity market further.

Useful resources

Eurazeo

Bain Bain private Equity Report 2023

About the author

The article was written in April 2024 by Dante MARRAMIERO (ESSEC Business School, Master in Strategy and Management of International Business (SMIB), 2020-2023)