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Offering Memorandum Private Equity

Offering Memorandum Private Equity Template for Belgium

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Key Requirements PROMPT example:

Offering Memorandum Private Equity

"I need a Private Equity Offering Memorandum for a new healthcare-focused fund launching in March 2025, targeting Belgian and EU institutional investors with a target fund size of €500 million, with specific emphasis on ESG compliance and impact investing requirements."

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Document background
The Private Equity Offering Memorandum is a crucial document used in the Belgian market when raising capital for private equity funds through private placement. It must comply with Belgian financial regulations, including the Law of 19 April 2014 on Alternative Investment Funds and relevant EU directives, particularly the AIFMD. The document serves as the primary marketing and disclosure instrument for presenting investment opportunities to qualified investors while ensuring regulatory compliance. It contains detailed information about the fund's strategy, management, risks, terms, and operational structure, tailored to sophisticated investors' needs. The Offering Memorandum is essential for fund managers seeking to raise capital in Belgium and must incorporate specific Belgian legal requirements while aligning with broader EU regulatory frameworks.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, distribution restrictions, and regulatory statements regarding the private nature of the offering

2. Executive Summary: Overview of the investment opportunity, fund strategy, and key terms

3. Fund Overview: Detailed description of the fund structure, investment objectives, and strategy

4. Investment Strategy: Detailed explanation of investment approach, target sectors, and investment criteria

5. Management Team: Biographies and track record of key personnel and investment professionals

6. Track Record: Historical performance data of the management team and previous funds

7. Terms of the Offering: Detailed description of the fund terms, including fees, carried interest, and investment period

8. Risk Factors: Comprehensive disclosure of material risks associated with the investment

9. Regulatory and Tax Considerations: Overview of relevant Belgian and EU regulatory requirements and tax implications

10. Subscription Process: Instructions and requirements for participating in the offering

11. Fund Structure and Governance: Legal structure, governance mechanisms, and investor rights

12. Conflicts of Interest: Disclosure of potential conflicts and their management

13. Valuation Policies: Methodology for valuing investments and reporting to investors

Optional Sections

1. ESG Policy: Environmental, Social, and Governance considerations in investment process - include if the fund has specific ESG focus or requirements

2. Co-Investment Rights: Terms and conditions for co-investment opportunities - include if co-investment rights are offered

3. Secondary Transactions: Procedures for secondary market transfers - include if secondary trading is permitted

4. Key Man Provisions: Details of key person events and consequences - include if specific individuals are crucial to the strategy

5. Portfolio Companies: Information about existing investments - include for funds that are not first-time funds

6. SFDR Disclosures: EU Sustainable Finance Disclosure Regulation information - include if marketing to EU investors

7. Parallel Fund Structure: Details of parallel vehicle arrangements - include if multiple parallel vehicles are used

Suggested Schedules

1. Subscription Agreement: Legal documentation for investment commitment

2. Limited Partnership Agreement: Full legal agreement governing the fund

3. Financial Statements: Historical financial information if applicable

4. Due Diligence Questionnaire: Standard due diligence information

5. AIFMD Disclosure Supplement: Required disclosures under AIFMD

6. Tax Considerations Memorandum: Detailed analysis of tax implications for various investor types

7. Track Record Appendix: Detailed performance data of previous investments

8. Professional Advisers: List of fund's legal, tax, and other professional advisers

9. Investor Suitability Questionnaire: Forms to determine investor eligibility

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
AIFMD
Alternative Investment Fund
Belgian Financial Law
Business Day
Capital Account
Capital Call
Capital Commitment
Carried Interest
Catch-up Period
Clawback
Closing Date
Co-Investment
Commitment Period
Competition Law
Depositary
Distribution
Due Diligence
EBITDA
ESG Criteria
EU Regulation
Exit
Final Closing
First Closing
FSMA
Fund Administrator
Fund Documents
Fund Term
General Partner
Hurdle Rate
Investment Advisor
Investment Committee
Investment Company
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership Agreement
Management Company
Management Fee
MiFID II
Net Asset Value
Offering
Partnership
Portfolio Company
Preferred Return
Private Placement
Professional Investor
Qualified Investor
Redemption
Regulatory Authority
Related Party
SFDR
Side Letter
Subscription Agreement
Transfer
Valuation Date
Venture Capital Investment
Vintage Year
Clauses
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Management Structure
Fee Structure
Distribution Policy
Subscription Rights
Redemption Rights
Transfer Restrictions
Regulatory Compliance
Valuation
Reporting Requirements
Confidentiality
Conflicts of Interest
Key Person Provisions
Co-Investment Rights
Investment Process
Due Diligence
Exit Strategy
Limited Partner Rights
Governance Structure
Advisory Committee
Fund Term and Extension
Capital Calls
Default Provisions
Anti-Money Laundering
Tax Considerations
FATCA Compliance
ESG Policy
Side Letter Policy
Expenses and Allocations
Indemnification
Amendment Procedures
Termination Rights
Dispute Resolution
Governing Law
Regulatory Disclosures
Investment Committee
Track Record Disclosure
Management Team
Portfolio Valuation
Risk Management
Leverage Policy
Distribution Waterfall
Carried Interest
Relevant Industries

Financial Services

Private Equity

Investment Management

Professional Services

Technology

Healthcare

Industrial Manufacturing

Consumer Goods

Real Estate

Energy

Infrastructure

Telecommunications

Life Sciences

Retail

Media and Entertainment

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Operations

Investor Relations

Due Diligence

Portfolio Management

Fund Administration

Corporate Governance

Business Development

Relevant Roles

Chief Investment Officer

Fund Manager

Private Equity Partner

Investment Director

Legal Counsel

Compliance Officer

Risk Manager

Chief Financial Officer

Investment Analyst

Due Diligence Officer

Investor Relations Manager

Portfolio Manager

Managing Partner

Investment Committee Member

Financial Controller

Chief Operating Officer

Head of Fundraising

Industries
Belgian Law of 19 April 2014 on Alternative Investment Funds: Main regulatory framework for private equity funds and alternative investments in Belgium, implementing EU AIFMD directive
Belgian Prospectus Law of 11 July 2018: Regulates the requirements for offering memoranda and public offerings of investment instruments
EU Alternative Investment Fund Managers Directive (AIFMD): European framework for alternative investment fund managers, which has been implemented in Belgian law
Belgian Companies and Associations Code (CAC): Provides the legal framework for company structures and corporate governance requirements
Belgian Royal Decree of 19 December 2017: Specific rules for private equity and private placement offerings in Belgium
Belgian Anti-Money Laundering Law of 18 September 2017: Implementation of EU AML directives, requiring due diligence and compliance procedures
MiFID II (as implemented in Belgian law): Regulations regarding investment services and investor protection requirements
EU Regulation 2017/1129 (Prospectus Regulation): Directly applicable EU regulation on prospectus requirements for securities offerings
FSMA Regulations and Circulars: Guidelines and requirements from the Belgian Financial Services and Markets Authority regarding investment offerings
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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