Private Equity (Secondaries) Lawyer

Purpose of the Position 

The individual will be an integral member of Pantheon’s PE Secondaries Investment Team, focused on the structuring, negotiation and execution of PE secondary transactions. The individual will be responsible for the closing of investments across the Pantheon PE secondaries platform including LP-led and GP-led secondary transactions, and strategic primary investments. The individual will coordinate all aspects of the execution of Pantheon’s secondary transactions including highly complex transactions and managing negotiations of legal documents with external counsel and counterparties, tax structuring with tax counsel and Pantheon’s internal tax team, and coordinating with Pantheon’s legal, operations and finance teams to ensure that processes are followed and executed in a timely and accurate manner.

We expect this position will be attractive to a junior corporate or funds lawyer who is interested in moving to a more commercial role with a wider interest in private equity investments.

Key Responsibilities:

• Transaction execution: Lead the buyside execution of both GP-led and LP-led secondary transactions. Be outstanding in all aspects of such deal execution, demonstrating strong commercial judgement and proactive input to the fundamentals of transaction structure.
• 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.
• Tax and structuring: With input and oversight from Pantheon’s internal Tax Team and external tax advisors, structure investments to accommodate the tax characteristics of all participating Pantheon clients and 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).
• Investor restrictions: Ensure compliance across the Pantheon platform with Pantheon’s investor restrictions.
• Firm-wide operational and other closing process initiatives: Identify and sponsor improvements to Pantheon’s closing and operational processes. Work with Pantheon’s operations, treasury, finance, tax, legal and other back-office functions to continually improve Pantheon’s investment processes.
• 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.
• Prior experience in a law firm (PQE qualified to practice in England & Wales) of executing fund investments including primary fund investments, secondary transactions and co-investments and/or private markets transactions including direct private equity or private M&A transactions..
• 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.
• 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 PowerPoint.
• Ability to manage and prioritise workloads.