Together with

Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

When a transaction closes, you'd think that's the end of the legal work. The documents get filed away, lawyers move on.

So I was excited to partner with Fried Frank on today's edition, because it shows a completely different side of legal work.

The documents behind a private credit fund stay alive for the best part of a decade. During that time, lawyers will interpret them as real-world questions come up.

Imagine some investors agree to put their money into a fund on the basis that they'll have no exposure to certain sectors – say, military. A deal comes along a few years later for the fund to lend to a company that makes helicopter windshield glass. Then it’s the lawyers who have to work out whether that counts as a "military component" or not.

A lot of you have told me you are interested in private credit as an area.

So I hope you enjoy today's newsletter. Scroll right to the bottom to let me know what you thought and leave a comment after you vote (I reply to every one) 👇

– Idin

P.S. Fried Frank's training contract applications are open until 22 May.

FEATURED REPORT 📰

💶 How lawyers help build a €3 billion private credit fund platform

What’s going on here?

Last year, Crescent Capital (a global alternative investment firm) created a €3 billion private credit fund platform. Crescent lends that money to companies across Europe and the UK (usually, mid-sized private-equity-backed companies). The fund – called CESL III – was originally targeting €2 billion but ended up raising far more.

Fried Frank was the law firm that helped set the fund up. We spoke to Robert MacVicar, a partner at the firm, to learn exactly what that process looked like.

How is the fund structured?

CESL III isn't just one pot of money. It's made up of a number of separate partnerships (think: separate pools, each with their own group of investors). But they’re all broadly investing in the same underlying pool of loans.

Each partnership has a general partner or “GP” (Crescent Capital which makes the investment decisions). Then there are limited partners or “LPs” (the investors who contribute money, but don't manage it – they’re passive investors).

But why are there multiple partnerships under CESL III? Because Crescent wanted to attract investors from all over the world – and they all have different preferences and requirements.

For example:

• Some want to invest using euros, others in dollars or pounds

• Some need their partnership based in a specific jurisdiction for tax or regulatory reasons

• Some want a “leveraged” strategy, others an “unleveraged” one

To accommodate this, Crescent set up partnerships in Delaware, Luxembourg, and the Cayman Islands. For a fund this size, having five or six entry points is relatively normal (some similar funds have more than ten).

(Simplified structure – doesn't reflect actual cash flow movements)

How does a fund like this actually work?

A private credit fund like CESL III traditionally has a lifecycle of roughly 8-9 years. Here’s what that looks like.

📆 Years 0-2 – Fundraising: A fund finds investors and gets them to commit a specific amount of money. These funds typically operate as "drawdown" funds – committing doesn't mean handing over the cash on day one. It means making a binding promise to provide it when the fund asks.

📆 Years 0-4 – Investing: This stage overlaps with fundraising – Crescent doesn't wait until all the money is raised before it starts finding companies to lend to. When a deal comes along, it asks investors for a portion of what they've committed (known as "drawing down") and uses that to make the loan. This means deals happen while the fundraise is still going on. By the final close of CESL III's fundraise in March 2025, it had already committed €800 million across 16 deals.

📆 Years 0-9 – Returns: Throughout the fund's life, the companies CESL III has lent to make regular interest payments. And generally when those loans reach the end of their term (known as "maturing"), the borrowers repay the entire principal amount too. That money then flows back up through the fund's structure. Along the way, fund expenses and any bank borrowing get paid off first. Then what's left is reinvested (if the fund is still in its investment period) or distributed to investors, each receiving returns broadly in proportion to what they committed.

What was Fried Frank’s role?

Fried Frank's work fell into three main areas.

1️⃣ Negotiating the fund documents. The core document for each partnership is a limited partnership agreement (LPA) – essentially the rulebook for how the fund operates. It covers key things like:

• Co-investment: Crescent has to invest 1–2% of the total fund size from its own money – so the people making the lending decisions have “skin in the game”.

• Carried interest: If the fund achieves a certain return target, Crescent earns a share of the profits. This aligns incentives – Crescent only earns more if investors do too.

• Investment restrictions: Limits on how much can be lent to any single company, country, or sector. This makes sure the portfolio stays sufficiently diversified. These kinds of credit funds usually make 30-40 investments (unlike a buyout fund which typically would make around 10 investments).

• Most favoured nation (MFN): After fundraising closes, larger investors can elect to receive any more favourable terms that were negotiated with smaller ones – so nobody gets a worse deal than someone who committed less.

On top of the LPA, investors can negotiate individual side letters with terms specific to them. For example, some investors may not want to invest in certain sectors – like pork production or gambling – based on their internal policies or regulatory requirements. In the language of the fund, they'd be “excused” from those deals – meaning they'd have no economic exposure to them.

Because Fried Frank had worked on Crescent’s previous fund (CESL II), the team already knew what terms were likely to be acceptable to Crescent, which made negotiations much more efficient.

2️⃣ Navigating regulations across jurisdictions. The fund attracted investors from all over the world. But each jurisdiction has its own rules about how funds can be marketed, who can invest, and how the fund needs to be registered locally.

For example, Fried Frank helped Crescent obtain a European marketing passport for the Luxembourg partnerships, register for marketing in Japan and Korea, and ensure the fund's structure worked under local lending rules in each country it planned to invest in.

3️⃣ Supporting the fund over its lifetime. The relationship doesn't end once the fund is set up. The LPA and side letters will be relied on for the fund’s lifetime (roughly 8-9 years). That’s why a lot of work goes into making them clear and practical upfront.

Throughout a fund’s life, Fried Frank helps its clients interpret specific provisions whenever real-world questions come up. This could be things like the below (these are illustrative only – not actual CESL III questions):

• Does a company that makes helicopter windshield glass count as a "military component"?

• A great deal comes along, but investing would push the fund past its limit for a single country. Can it go ahead?

• What happens if a change in law means an investor is no longer allowed to be in the fund or participate in a certain investment?

What did the junior lawyers do?

Trainees and newly qualified lawyers (NQs) were involved throughout. Here's what some of their key tasks looked like.

• Tracking work streams: With more than 10 rounds of investors being admitted to the fund at closings over a two-year fundraise, and potentially hundreds of investors onboarding at different stages, there's a lot to coordinate. Trainees and NQs maintained checklists tracking which investors had completed KYC checks, which had signed their documents, and which were still outstanding.

• Managing documents: As terms were negotiated, trainees and NQs made sure every investor had the most up-to-date version of the documents. They also compared the LPA against Crescent's marketing materials, flagging any inconsistencies – if a fund's marketing material mentions an investment restriction that the legal documents don't actually reflect yet, that needs addressing.

• Drafting side letters: Because Fried Frank had worked on CESL II (the predecessor of CESL III), there were existing documents to work from. Trainees and NQs prepared first drafts of the new side letters for returning investors. That helped them see how fund terms evolve between one fund and the next.

• Responding to investor due diligence: Investors ask detailed questions before committing their money. Trainees and NQs prepared comment memos in response – finding the relevant provisions in the fund documents, summarising the legal position, and drafting a clear answer. During this process, you start to learn what different types of investors actually care about.

What bigger picture trends does this show?

European private credit has grown massively in recent years – and the way funds are structured and sold is shifting too.

• 🏛️ Insurance money is reshaping fund structures. Insurers have specific capital requirements, so EU credit sponsors are increasingly building dedicated structures that give them better regulatory treatment. Funds like CESL III already cater to insurers through bespoke reporting and side letter terms – but standalone insurance-focused funds are becoming more common.

• 🔄 Evergreen funds are on the rise. Funds like CESL III have a fixed life of around 9 years. But more sponsors are now offering "evergreen" structures where money gets continuously reinvested until the investor chooses to stop. Private credit is a good fit for this type of investment, because the loans generate regular cash flow which can keep being reinvested. CESL III itself isn't evergreen, though some of Crescent's other funds (and the managed accounts running alongside CESL III) are.

• 🛒 Private credit is opening up to retail investors (like you and me). Historically, these funds were reserved for institutions. But sponsors are launching products aimed at individual investors (Crescent already offers one in the US). In Europe, similar products are emerging that let a wider pool of investors access private credit. These funds have lower minimum investments (e.g. €10,000 rather than €5 million), offer more liquidity (investors can redeem rather than being locked in), and include other features suited to a retail audience.

For aspiring lawyers, these shifts are worth paying attention to. Private credit is one of the fastest-growing areas of transactional legal work. And private investment firms like Crescent and their law firms like Fried Frank – that have built years of experience in it – are at the centre of that growth.

Interested in working at Fried Frank?

Apply for a training contract at Fried Frank (applications close on 22 May 2026).

IN OTHER NEWS 🗞

• 🌍 DLA Piper partners have voted to dissolve the firm's verein structure. This means the firm’s US and international businesses will merge under a single global LLP. A verein is a Swiss legal model that lets member firms in different countries share a brand while keeping their finances and partnerships separate – meaning no single global profit pool. DLA adopted it in 2005 but its leadership now says a unified structure will help boost profits and attract better talent. Dentons, Baker McKenzie, Eversheds Sutherland and Norton Rose Fulbright still use the model.

• 🥃 Donald Trump has removed all US tariffs on whisky imports. The US president framed it as a gesture for King Charles’s state visit. The 10% tariff had been costing the Scotch industry around £4 million a week in lost US exports, with a further 25% charge on single malts due this spring. The move also lifts taxes on Irish whiskey and clears the way for Scotland and Kentucky to keep trading – the Scotch industry imports roughly £200 million of used Kentucky bourbon barrels each year.

• 💻 A former Latham & Watkins associate has built a free clone of the legal AI tools top law firms use (in two weeks). Will Chen says Mike OSS has the same features as paid platforms like Harvey and Legora, with drafting, document review, citations and pre-built workflows. It's vibe-coded (mostly with Claude) and can run inside a firm's own systems, so client data never leaves. Lawyers are already running their own copies. You can try it here.

AROUND THE WEB 🌐 

• 🍿 Watch: This site tracks every upcoming film release – you can filter by streaming service, country and genre

• 💾 Vintage: This site is a rabbit hole of retro tech – flip phones, Game Boys and devices that time forgot

• 🍺 Guinndex: An AI engineer got a voice agent to call 6,500 UK pubs to map the price of Guinness (he spotted a "Guinness Equator" through Oxford, Cambridge and Norwich)

STUFF THAT MIGHT HELP YOU 👌

• 💻️ Free application advice: Check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.

• 📁 Law firm application bank: A growing library of real, verified successful applications for training contracts and vacation schemes. Helpful if you want to learn from others who answered the same questions you’re stuck on.

• 📝 Write winning law firm applications: A practical course to help you write clearer applications, faster. Avoid common mistakes, learn how to structure answers properly, and get lifetime access to future updates. Try it for 14 days, risk free.