Engelwood, Incorporation, Implementation Administration, Accounting, Tax, Fund Management, Transaction Structuring, Corporate Finance, Governance - Luxembourg

Services

Incorporation & Implementation

  • Set up of legal entities;
  • Preparation of the incorporation deed in coordination with the notary and assistance for executing the legal formalities;
  • Investment Fund structuring and formation (incl. regulatory filing);
  • Implementation of securitisation vehicles and dedicated SPVs (if any);
  • Assistance for preparation of contractual documentation: L.P.A./Offering Memorandum/Prospectus, including coordination with external advisors;
  • Company secretarial and support: setting up SPV in multiple foreign jurisdictions liaising with our international network;
  • Tax planning and tax advisory services in Luxembourg and with our international network;
  • Direct contacts with local tax authorities;
  • Completion of initial, subsequent and final closings of the investments vehicle(s);
  • Carried interest & Performance fees (corporate & tax solutions);
  • Due diligence including KYC and AML documentation;
  • Statutory filling as governed by the supervisory authorities;
  • Assistance for cash & custodian account openings with major banks;
  • Assessment of past performances for PPM;
  • Coordination with local supervisory authorities, central administration agent (*), registrar agent (*) and custodian agent for regulated entities;

(*) external related parties duly licensed by C.S.S.F. for regulated entities

Administration & Accounting & Tax

  • Domiciliation services (registered offices);
  • Directorship and trustee services;
  • Updating shareholders register (only for non-regulated entities);
  • Maintenance of general ledger, keeping accounting books;
  • Reconciliation of inter-company/portfolio‘s transactions;
  • Tax provisions calculation;
  • Preparation and filling of the corporate tax return and tax balances;
  • Preparation and filling of periodical VAT returns;
  • Handling with board meetings and shareholders meetings (ordinary & extraordinary) ;
  • Handle day-to-day corporate operations and follow-up with third parties;
  • Production of annual financial statements and interim accounts (monthly, quarterly, semi-annual) in accordance with Lux GAAP or IFRS;
  • Coordination of the audit process;
  • Tax audit with local authorities;
  • Monitoring for all legal and other regulatory formalities;
  • Implementation of any ordinary transaction (board meeting, PoA, completion, capital increases) and assistance on legal corporate matters with our specialized team;
  • Preparation of shareholders annual meeting for financial statements approval, including disclosure formalities;
  • Resourcing services and project management for the financial sector in Luxembourg: outsourcing services for accounting, tax compliance and administration;
  • Liquidation: secretarial services for shareholders‘ meeting, periodical accounting, legal formalities; Realisation of assets & liabilities settlement acting as liquidator;
  • Consolidated financial statements in local GAAP or IFRS with dedicated consolidation experts;
  • Handling with periodical reporting package;
  • Customized offices package (equiped office rental);
  • Substance solutions (staff supporting) and HQ organisation in Luxembourg;

Note: some services strictly related to the central administration, registrar agent and client communication for regulated entities are provided by external related parties duly licensed by C.S.S.F.

Investment Fund Management

  • Customized reports for (i) GP, advisory & supervisiory committee, investor relations purpose pursuant to best practice (EVCA, BVCA, ILPA) and (ii) new AIFM environment;
  • Coordination with custody, depositary and administrative agent(s);
  • Assistancefor reporting to the regulatory authorities;
  • Debt administration services: loan administration, cash flow & treasury management;
  • Securitization vehicles: corporate services, treasury management;
  • Performances measurement tools (IRR, TVPI, DPI, DCC, RVPI, PIC multiple,...) and cash flow statement;
  • Assistance to preparation of the periodical GP reports/newsletters;
  • Assistance for valuing the portfolio companies in accordance with commonly used valuation methodologies:
    • IPEV guidelines: multiples, past transactions, net asset value, DCF model;
    • EVCA/BVCA guidelines and other industry benchmark;
  • Management of carried interest structures & reporting: complex rules with eventual clawback provisions (whole-of-fund model, deal by deal model, hybrid carried interest model);
  • Assistance to the risk management officer for regulated entities;
  • AIF Manager assistance: eligibility assessment, authorisation process;
  • Distribution management for available divestment proceeds allocation in accordance with LPA/Memorandum/Prospectus;

Note: some services strictly related to the central administration, registrar agent and client communication for regulated entities are provided by external related parties duly licensed by C.S.S.F.

Tax Structuring & Financial Engineering

  • International corporate & financial structures: cross border deal structuring for the fund‘s portfolio and/or the corporate industry (acquisition, sale, add-on);
  • Tax & corporate advisory services for completing investment & exit processes, including deal origination, due diligence, structuring, closing (acquisition, sale, LBO, MBO-MBI, IPO,...);
  • Implementation of securitisation's transactions through dedicated financial, tax and corporate solutions;
  • Hybrid financial instruments : PEC, CPEC, MRPS, bond, convertible bond, loan notes; Assistance to preparation of the  legal documentation and completion with our dedicated partners;
  • Corporate reorganisation & structuring : merger, de-merger, transfer of ownership, migration of entities to & from Luxembourg, capital increases (in cash and in kind);
  • Treasury services: implementation of cash management solutions (hub for multi banking reporting and consolidated financial reporting) and cash pooling techniques;
  • Corporate and tax structuring for family offices and HNWI with respect to wealth management solutions in and from Luxembourg, liaising with multi juridictions environment;
  • Debt structuring and assistance for implementing the debt & security package (including financial restructuring);
  • IP rights solutions: tax solutions, cash management and royalties collection, liaising with patent attorney and international advisors;

liaising with our network of dedicated legal counsels and external advisors in various jurisdictions

Governance

  • Certified independent director (non executive) for financial entities (non regulated and regulated entities - seniority & substance requirment), and industrial companies (incl. listed) in Europe;
  • Implementation of best practice (international standard) for corporate governance of financial and industrial companies;
  • Advice for implementation of effective LT strategy by creating unique value, identifying source of competitve advantage through a sustainable process;
  • Value creation through directorship  engagement: fair process leadership, focused on strategy and in-depth knowledge on best practice for One-Tier and Two-Tier governance models;
  • Assistance and advisory services for (i) improvment of board‘s efficiency and effectiveness; (ii) governance crisis management and (iii) distressed/turnaround scenario;
  • Certified independent director Insead IDP-C and I.LA.

« Management practices are consistently more advanced in private equity-owned firms than in other forms of ownership »
Conor Kehoe, director, McKinsey Company