Legal Structuring

Purpose of Position

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

Key Responsibilities

• Transaction execution: Lead execution of any investment type including complex transactions that may involve fund restructurings, single company secondaries and innovative new structures not previously executed by Pantheon. Outstanding in all aspects of such deal execution, demonstrating strong commercial judgement and proactive input to the fundamentals of transaction structure, including at or before committee stage.
• 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. Supervision of ongoing operational management of debt facilities by credit admin team.
• Tax and structuring: Structuring investments to accommodate the tax characteristics of all participating Pantheon clients and working with the investment team and external advisers to 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).
• Problem solving: used as a resource by global investment professionals for resolution of particularly complex structuring challenges on transactions across the Pantheon platform.
• Investor restrictions: ensure compliance across the Pantheon platform with Pantheon’s investor restrictions.
• Investor onboarding: Review client legal documentation to comment on feasibility of client strategies, investment restrictions and legal requests, and devise processes to ensure client needs can be met.
• Firm-wide operational and other closing process initiatives: Identify and sponsor improvements to Pantheon’s closing and operational processes. Represent the team on relevant internal committees, supervise and sponsor major internal projects and maintain strong relationships with senior operations managers. Work with Pantheon’s operations, treasury, finance, tax, legal and other back-office functions to continually improve Pantheon’s investment processes. Example areas of improvement include: anti-trust/PTP transactions, SPV formation, debt and sales closing notices, 40 Act investment process, NDAs, client action memos, AML, CFIUS and other regulatory hurdles.
• Training: complete training of structuring and investment teams and wider business on key deal execution areas e.g. debt, tax, legal negotiations.
• 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.
• At least four years of prior experience in a law firm or in-house environment of executing private markets transactions including direct private equity or private M&A transactions, and/or fund investments including primary fund investments, secondary transactions and co-investments.
• 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 and to review and supervise junior team members’ work.
• 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.
• Ability to work to tight deadlines/under pressure.

Expected base salary range:  $200,000 - $225,000 

Actual base salary is determined by a range of factors including individual experience, skills and qualifications. 

In addition to the above salary, Pantheon offers a generous employee benefits package and successful candidates are eligible to receive a discretionary bonus