Vice President, Legal Structuring – PE Primaries & Co-investments works

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for an innovative approach to investing in secondaries, co-investments, and primary fund investments, as well as capital formation across commingled funds, evergreen vehicles and customized solutions.

Our specialist investment capabilities span multiple strategies across private equity, infrastructure and real assets, and private credit.

Through our collaborative and committed culture, we find new ways to solve complex problems together and deliver innovative investment opportunities across private markets.

Pantheon currently manages approximately $82.3 billion in AUM across all its strategies, serving more than 750 institutional and 638 private wealth clients worldwide.

• For further details please visit www. pantheon. com
• Purpose of Position

The individual will be an integral member of Pantheon’s Global Primary and Co-investment Team, focused on the structuring, negotiation and execution of infrastructure secondary transactions.

The individual will be responsible for the closing of all investments across Pantheon’s private equity primary and co-investment business.

The individual will coordinate all aspects of the execution of Pantheon’s transactions including highly complex transactions and managing negotiations of legal documents with counterparties and coordinating with Pantheon’s legal, operations and finance teams to ensure to ensure that processes are followed and executed in a timely and accurate manner.

Key Responsibilities

• Team management and supervision: Line managing and supervising a team of Analysts/Associates in the Investment Structuring Team, overseeing workload and staffing, monitoring work quality, providing training, feedback and development guidance, and ensuring deals are closed efficiently and accurately with all approvals, legal/AML checks and client requirements met.
• Transaction execution: Leading the execution of all investment types alongside Pantheon’s investment team, but with a particular focus on more complex co-investments and primary transactions, and where needed across all of our investment strategies, including Secondaries, Infrastructure and Private Credit
• Legal documentation: Ability to negotiate all legal documents governing Pantheon transactions including term sheets, SPAs, LPAs, framework agreements, shareholder agreements, side letters and other ancillary documentation.
• Deal-level debt: Together with treasury and investment professionals, work with key lenders on the execution of deal level debt transactions, including advising on fundamentals of debt terms and negotiation of all facility documents.

Supervision of ongoing operational management of debt facilities by credit admin team.

• Tax and structuring: Structuring investments to accommodate the tax characteristics of all participating Pantheon clients and working with the investment team and external advisers to minimise tax leakage through the structure.

Efficiently form and operate acquisition structures, including Pantheon-managed SPVs.

• Fund sales: ability to execute sales of fund interests (on a portfolio and single-fund basis).
• Problem solving: used as a resource by global investment professionals for resolution of particularly complex structuring challenges on transactions across the Pantheon platform.
• Investor restrictions: ensure compliance across the Pantheon platform with Pantheon’s investor restrictions.
• Investor onboarding: Review client legal documentation to comment on feasibility of client strategies, investment restrictions and legal requests, and devise processes to ensure client needs can be met.
• Firm-wide operational and other closing process initiatives: Identify and sponsor improvements to Pantheon’s closing and operational processes.

Represent the team on relevant internal committees, supervise and sponsor major internal projects and maintain strong relationships with senior operations managers.

Work with Pantheon’s operations, treasury, finance, tax, legal and other back-office functions to continually improve Pantheon’s investment processes.

Example areas of improvement include: anti-trust/PTP transactions, SPV formation, debt and sales closing notices, 40 Act investment process, NDAs, client action memos, AML, CFIUS and other regulatory hurdles.

• Training: complete training of structuring and investment teams and wider business on key deal execution areas e. g. debt, tax, legal negotiations.
• Money Transfers/deal funding: Ensure deals are funded on time and without errors.
• Investment closing processes: Ensure compliance with investment processes for AML/KYC, NDAs, Access administration, deal approvals, closing notices, legal checklists and regulatory approvals.
• Ensure compliance with relevant laws, regulations and Pantheon policy (including reporting compliance risks and maintaining appropriate standards of conduct.
• Knowledge And Experience Required
• Status as a qualified lawyer / attorney permitted to practice law in any recognised jurisdiction.
• At least six years of prior experience in a law firm or in-house environment of executing private markets transactions including direct private equity or private M&A transactions, and/or fund. investments including primary fund investments, secondary transactions and co-investments.
• Substantial prior experience negotiating transaction documents including sale and purchase agreements, framework agreements and transfer documents, and joint venture/partnership documents including limited partnership agreements, shareholders’ agreements and side letters.
• Prior experience of the structuring, formation, marketing and regulation of private markets investment vehicles would be helpful but is not essential.
• Prior experience of executing debt transactions such as fund financings or project finance transactions will also be of benefit though is not essential.
• Ability to work across jurisdictions and time-zones with different cultures and negotiating styles.
• A high degree of attention to detail and accuracy in work completed.
• Highly organised with strong project management skills and exceptional responsiveness.
• Ability to manage multiple workstreams and transactions at once.
• Ability to work well in a team. and to review and supervise junior team members’ work.
• High level of professionalism, confidentiality, discretion and judgement.
• Excellent written and verbal communication skills.
• Computer literacy, including excellent working knowledge of Microsoft applications such as Excel, Word and Power Point.
• Ability to manage and prioritise workloads.
• Ability to work to tight deadlines/under pressure.

This job description is not to be construed as an exhaustive statement of duties, responsibilities, or requirements.

You may be required to perform other job-related duties as reasonably requested by your manager.

Pantheon is an Equal Opportunities employer, we are committed to building a diverse and inclusive workforce so if you're excited about this role but your past experience doesn't perfectly align we'd still encourage you to apply.

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