Private Equity & Acquisition Finance

A private equity transaction is rarely a single event. Our team covers each stage of the lifecycle under one roof, with continuity of counsel from fund launch through to portfolio exit.

We structure private equity, venture capital and growth funds using Hong Kong vehicles or cross-border structures, including the Limited Partnership Fund (LPF) regime under the Limited Partnership Fund Ordinance (Cap. 637), the Open-Ended Fund Company (OFC) and offshore alternatives. We draft the LPA, side letters, subscription documents and management agreements, and we coordinate SFC Type 9 licensing for fund managers based in Hong Kong.

We advise on private placement compliance, marketing restrictions under the Securities and Futures Ordinance, professional investor exemptions and cross-border placement into Mainland China and Europe. We also support GPs on co-investment vehicles, parallel funds and continuation vehicles.

Once capital is deployed, we lead the transactional workstream: legal and tax due diligence, share purchase agreements, shareholders agreements, management equity packages, warranties and indemnities and completion mechanics. On bolt-on acquisitions, we coordinate with the portfolio company’s existing counsel to keep the deal on the sponsor’s timetable.

Trade sales, secondary buyouts, dividend recapitalisations and IPO readiness work all fall within the practice. We negotiate sale and purchase documentation on the sell-side, manage W&I insurance processes and structure earn-outs, escrow and deferred consideration. We also advise on the tax treatment of carry distributions on exit.

Slotine acts on the financing side of acquisitions, both as borrower counsel for sponsors and as counsel to lenders on senior, mezzanine and unitranche structures. Hong Kong is a recognised hub for syndicated lending in Asia, and we work fluently with the LMA documentation standards used by regional and international banks.

Term loans, revolving credit facilities, capex facilities and acquisition lines, documented under English or Hong Kong law. We negotiate margin grids, covenants, baskets and equity cure mechanics on behalf of sponsors.

Holdco PIK notes, second lien facilities and preferred equity, with the intercreditor and subordination arrangements that go with them.

Share charges over the target and intermediate holding companies, fixed and floating charges over Hong Kong assets, debentures, account control agreements and guarantees. We coordinate with foreign counsel where parts of the security package sit in Mainland China, Singapore or European jurisdictions.

Negotiation of intercreditor and subordination deeds, equity cure rights, payment waterfalls and enforcement standstills.

Tax structuring is integral to fund and deal design, not an afterthought. Slotine works with sponsors on the points that drive after-tax returns.

Under Schedule 16D of the Inland Revenue Ordinance, eligible carried interest paid by certified private equity funds qualifies for a 0% concessional Profits Tax rate for qualifying persons and a 100% deduction against Salaries Tax for qualifying employees. We advise sponsors and investment managers on HKMA certification, the qualifying conditions (including the substantial activities test) and ongoing substantiation.

We structure funds to fall within the unified fund exemption regime and advise on the scope of qualifying transactions and incidental transactions.

Use of Hong Kong’s treaty network for inbound and outbound investment, including access to Mainland China deal flow through the QFLP (Qualified Foreign Limited Partnership) and QDLP (Qualified Domestic Limited Partnership) programmes, and treatment of returns under the Foreign-Sourced Income Exemption (FSIE) regime.

Hong Kong’s regulatory environment is sophisticated, principles-based and increasingly aligned with international standards. We help sponsors navigate it without losing commercial momentum.

From the first non-disclosure agreement to post-closing warranty claims, we draft and negotiate the full transaction architecture.

Maeva Slotine, Founding Partner, leads the Private Equity and Acquisition Finance practice. Her experience spans European leveraged buyouts, Asia-Pacific growth equity transactions and Hong Kong fund formation. Mathilde Chator supports the practice on M&A transactional execution.