Ask Simpson Thacher Anything (26/27)

[Paul@SimpsonThacher]

@Paul@SimpsonThacher

Hi Paul, given that the training contract is specifically focused on private equity, to what extent do you expect applicants to have prior private equity experience? Is it more important to demonstrate a genuine understanding of and interest in the sector, even where someone’s previous legal experience has been in other practice areas?

Hi @Mace2121

Good question. We recognise that most students and recent graduates will not have had the opportunity to gain direct private equity experience, so this is certainly not something we expect applicants to have.

What is more important is that you have taken the time to understand private equity, can demonstrate a genuine interest in building a career in the sector, and can explain why this particular route appeals to you. We would encourage applicants to research the work, the clients and the broader commercial context so that they can articulate an informed and personal motivation for applying.

Experience in other legal practice areas can still be very valuable, particularly where you can reflect on the skills and insights you have gained and explain how these have shaped your interest in private equity. Ultimately, we are looking for potential, curiosity and a well-researched motivation, not a particular type of previous work experience.

Thanks,

Paul

 

[Dilraj - Simpson Thacher]

Hi again, I also had two questions for Christine and Dilraj about how their practices operate in different contexts.

@Christine - Simpson Thacher & Bartlett , I noticed that you worked on Oakley Capital’s investment in Steer Automotive as part of the Funds team. What issues bring a funds lawyer into an acquisition, and how does that work differ from a conventional fundraise?

@Dilraj - Simpson Thacher , I noticed that you have acted on both sponsor-side and lender-side acquisition financings. What changes most in how you assess a deal when you switch sides, and has working on both sides influenced how you advise sponsor clients?

Thank you for your time!

Hey - thanks for your question! When acting sponsor side, we're primarily concerned with ensuring that the borrower and the group has the flexibility to go about their general business with as few restrictions as possible whereas lenders seek to tighten the conditions before the group is able to do something i.e. make a further acquisition or pay a dividends etc. So it is the matter of finding the correct balance of flexibility/restriction, and we will assess the borrowing strength of the group to guide those decisions, when we are acting both lender or sponsor side.

Working on both sides has definitely influenced how we advise sponsor clients. We are able to anticipate certain issues that may be raised by lender counsel (having been in their position) and address them pre-emptively.

 

[Paul@SimpsonThacher]

Hi Paul, thank you for being here again. My question is specifically for applicants who have qualified in another jurisdiction and are currently undertaking postgraduate studies in the UK.


On the vacation scheme application form, are we able to include extracurricular activities from our undergraduate studies and prior legal training, even where these took place several years ago? And in terms of how we present them, do you prefer applicants to go into depth on a select few activities or to cover a broader range briefly, highlighting the skills gained from each?


Thank you.
Ejiro Ayara

Hi @Winifred

Yes, absolutely. We're interested in understanding the experiences that have helped shape you, so if extracurricular activities from your undergraduate studies or previous legal training are relevant and demonstrate skills, achievements, or interests that are important to your application, you should feel free to include them, even if they took place several years ago.

In terms of how you present them, there's no single right approach. Some candidates choose to focus on a smaller number of experiences and discuss them in greater depth, while others highlight a broader range of activities more concisely. Both approaches can work well.

Ultimately, we're much more interested in the quality of the examples and the reflection behind them than the number of activities listed.

Thanks,

Paul

 

[Ediz - Simpson Thacher]

Hi! Thank you all so much for your time! I noticed during my research that Simpson Thacher has worked on some of the biggest funds in terms of value raised. I was wondering if there is something particularly interesting in terms of the role of lawyers in these larger funds compared to, e.g. mid-market funds.

Thank you for the question! From the perspective of fundraising counsel, larger funds / sponsors will tend to have more institutional terms / positions on certain points. The larger funds (e.g., a 500m vs 10bn) fund will also be likely to require greater project management - to name a few examples: the 10bn fund may have multi-currency vehicles in which LPs invest; additional vehicles through which HNW individuals invest; a larger pool of contacts at the sponsor who you need to co-ordinate with. The larger sponsors will also tend to be at the cutting edge of fund mechanics, structures, etc. You should take all of this with a pinch of salt as working on smaller funds will provide its own pros (see Christine's response to an earlier question). Best, Ediz

 

[Ediz - Simpson Thacher]

With private equity sponsors increasingly using continuation funds and other GP-led transactions, how has the work of Simpson Thacher’s Investment Funds team changed?

The team has now grown and includes a dedicated secondaries team that will, by way of example, advise on continuation vehicles. I am a member of the primary fundraising team but there are numerous opportunities to work for both teams (and this is encouraged to give you a broader experience). Best, Ediz

 

[Ediz - Simpson Thacher]

Hi all, thank you all for taking the time to answer our questions. I have two:

@Ediz - Simpson Thacher , I saw that you were seconded to Hellman & Friedman’s legal team while
it was raising major funds. How has seeing the process from the sponsor’s side changed the way you advise funds clients in private practice?

For the wider panel, when do the Investment Funds and Banking & Credit teams work most closely during a sponsor’s investment, and what would a junior associate contribute when both teams are involved?

Thank you!

Thanks for the question! Three points stand out to me: (1) advising the client early on if any gating items to negotiations with investors are anticipated; (2) thinking about how certain terms impact a sponsor's operations (i.e., not just agreeing to terms in a vacuum); and (3) viewing investors as partners (unlike litigation, there is no 'winning' per se). Best, Ediz

 

[Ediz - Simpson Thacher]

Hello! Thank you for your time.
My question is for @Ediz - Simpson Thacher

You have worked within Simpson Thacher’s Funds team and on secondment at Hellman & Friedman. Did seeing the sponsor’s decision-making from inside change the way you approached fund formation work when you returned to private practice? Was there a particular issue you began to view differently after seeing the sponsor’s perspective?

Hello! Please see my response just above. Best, Ediz

 

[174Tess9y3]

Hi @Paul@SimpsonThacher , thank you for taking the time!

During the TCLA zoom you mentioned something about SQE resits but unfortunately my WiFi glitched and I missed the end of your sentence - so sorry if this question is repetitive!

Is it worth applying if I’ve passed the SQE but had to resit one of the FLK’s due to very narrowly missing the pass mark? (But have now passed it all?)

Thanks!

 

[Winifred]

Hi @Winifred

Yes, absolutely. We're interested in understanding the experiences that have helped shape you, so if extracurricular activities from your undergraduate studies or previous legal training are relevant and demonstrate skills, achievements, or interests that are important to your application, you should feel free to include them, even if they took place several years ago.

In terms of how you present them, there's no single right approach. Some candidates choose to focus on a smaller number of experiences and discuss them in greater depth, while others highlight a broader range of activities more concisely. Both approaches can work well.

Ultimately, we're much more interested in the quality of the examples and the reflection behind them than the number of activities listed.

Thanks,

Paul

Thank you, Paul! This is very instructive.

 

[Hugo - Simpson Thacher]

Hi Hugo, thanks for your time! STB talks a lot about being “at the heart of private equity from the beginning”, and I was interested in what that looks like from the fund finance side rather than just the more obvious M&A perspective. In your day-to-day work, how closely does fund finance interact with the wider private equity/private funds practice, and has anything about that relationship surprised you since joining the firm?

Thanks for the question! Fund finance is definitely not a siloed practice. We work very closely with fund counsel particularly during the diligence process (whereby lenders review the fund's constitutional documents to make sure they are compatible with the leverage being contemplated and that security is being put in at the right places). Even after a credit facility is put in place, there will be ongoing obligations on the fund such as telling lenders about new LPs or LP transfers, which often requires us to work closely with fund counsel and administrators of the fund.

As an additional point, given that fund-level borrowing has become widespread and quite standard in the industry, I think it's fair to say that sponsors look for law firms that can advise not only on fundraising and fund formation, but also on bespoke financing needs that arise throughout the life of the fund. I would say having leading practices in both areas is one of our biggest strengths.

 

[Christine - Simpson Thacher & Bartlett]

Good morning Christine,

Thank you for taking the time to speak to us today!

I noticed that Simpson Thacher advises on fundraising for everything from smaller philanthropic funds, such as through the pro bono work with Greater Share, to enormous commercial funds like those held by various Blackstone entities.

From your experience, what actually drives the legal complexity of fundraising: is it primarily the size of the fund, or does it come more from other factors?

What is an example you are proud of in which you contributed to managing these complexities in the fundraising process at STB?

Best wishes,
Rahma

The complexity of a fundraise depends on a lot of factors and how those factors interact with each other. There are more opportunities in a larger fundraise for complexities to arise, both in the structuring stage (e.g., if the fund has a number of vehicles, perhaps in different currencies) and during negotiations (more investors = more chances of a tricky negotiation). However, sponsors of smaller funds can be more creative with how they accommodate investors' requests, which brings its own challenges. I have worked on a few demanding investor negotiations and I would say it's always rewarding to get those investors over the line and closed into the fund.

 

[bristol rovers]

Hi, I have two questions if I somebody can please answer:

• Are there any GCSE requirements for this role?
• How is a masters in corporate/banking law (at a high ranking university) weighted when considering an application?

 

[ni2608]

Thanks for the question! Fund finance is definitely not a siloed practice. We work very closely with fund counsel particularly during the diligence process (whereby lenders review the fund's constitutional documents to make sure they are compatible with the leverage being contemplated and that security is being put in at the right places). Even after a credit facility is put in place, there will be ongoing obligations on the fund such as telling lenders about new LPs or LP transfers, which often requires us to work closely with fund counsel and administrators of the fund.

As an additional point, given that fund-level borrowing has become widespread and quite standard in the industry, I think it's fair to say that sponsors look for law firms that can advise not only on fundraising and fund formation, but also on bespoke financing needs that arise throughout the life of the fund. I would say having leading practices in both areas is one of our biggest strengths.

Dear Hugo.
Thank you so much for your comprehensive answer. This is hugely appreciated!
Kind Regards,
Nikoleta

 

[Paul@SimpsonThacher]

Hi, I have two questions if I somebody can please answer:

• Are there any GCSE requirements for this role?
• How is a masters in corporate/banking law (at a high ranking university) weighted when considering an application?

Hi @bristol rovers

Thanks for your questions.

1. No, GCSEs are not part of our entry criteria for the Private Equity Training Contract.

2. A Master's degree is not part of our entry criteria and we do not assign additional weight to applications based solely on having a postgraduate qualification. That said, the knowledge and skills gained through further study can certainly be valuable and may help you demonstrate your interest in and understanding of relevant legal and commercial topics. Ultimately, we assess applications holistically.

I hope that helps!

Paul

 

[Henrik]

@Paul@SimpsonThacher

Since this is Simpson Thacher’s first London trainee intake, you’ve got a fairly unique opportunity to design the programme from scratch rather than inherit decades of convention.

What have you chosen to do differently from trainee programmes you’ve seen elsewhere? And having helped launch the Paul, Weiss training contract, was there anything you learned from that experience that you’ve brought across or chosen to do differently here?

 

[Valentina Chieppa]

@Paul@SimpsonThacher Hi Paul, thank you very much for your time.

My question concerns applicants who completed their studies outside the UK. I completed both my secondary education and undergraduate degree in Italy, and am currently pursuing a Master's in the UK.

As the Italian grading systems differ from those used in the UK - for example, university examinations are marked out of 30 - could you please advise how I should report my results in the application form? Should I enter my original Italian grades and explain the relevant grading scales, or convert them into UK equivalents?

Thank you!

 

[Deman]

@Ediz - Simpson Thacher @Christine - Simpson Thacher & Bartlett
Let’s assume a GP has almost completed raising the target amount for an infrastructure fund. The GP decides to add another region for potential investment, most of the LPs are happy with the proposed change but a small number of LPs cannot approve this change due to their own internal investment policy. What options do fund lawyers (and GPs) have to facilitate the change, if possible?

@Dilraj - Simpson Thacher @Hugo - Simpson Thacher
A buyer acquires a target company through a share sale. The buyer was aware the target company had existing debt. After, the acquisition the buyer and lender agree to renegotiate the existing debt. Why would the lender agree to less favourable terms? Would the buyer have known prior to the acquisition that the lender would agree to renegotiate the existing debt and is it common industry practice to renegotiate debt after an acquisition?

What kind of activities have you all had since you joined Simpson Thacher to get to know the other members of your team and wider firm? Were you given a mentor at the start of your time at the firm and if so, how has this relationship helped you to grow in your role?


Thanks

 

[cutiewiththecontracts]

@Paul@SimpsonThacher Hi Paul, it was good hearing from you at the 5th August event with Jaysen. I've been passionate about PE for a long time and have also gained valuable work experience in the field.

I had a question regarding the right to work sponsorship for the vacation scheme. Would the firm be willing to offer visa sponsorship for successful vacation scheme candidates? I understand while this cannot be an overarching rule, is there room for consideration on a case-to-case basis depending on our performance in the application process?

If we do not have a UK right to work, will our application not be read at all?

Thank you for your time!

 

[Paul@SimpsonThacher]

@Paul@SimpsonThacher Hi Paul, thank you very much for your time.

My question concerns applicants who completed their studies outside the UK. I completed both my secondary education and undergraduate degree in Italy, and am currently pursuing a Master's in the UK.

As the Italian grading systems differ from those used in the UK - for example, university examinations are marked out of 30 - could you please advise how I should report my results in the application form? Should I enter my original Italian grades and explain the relevant grading scales, or convert them into UK equivalents?

Thank you!

Hi @Valentina Chieppa

This is a great question, and we regularly receive applications from candidates who have completed qualifications outside the UK.

My advice would be:

1. Tell us the qualification you completed.
2. Tell us the grading or scoring range used by that institution or education system.
3. Tell us the grade or score you achieved.
4. Where possible, provide the UK equivalent.

We would generally encourage applicants to include their original grades rather than attempting to convert them if they are unsure of the equivalent. If there is a recognised UK equivalency available, it's helpful to include that as additional context.

Most importantly, provide as much information as you can so that we can understand your academic performance within the context of the grading system used by your school or university. Our recruitment team reviews applications from candidates with a wide variety of educational backgrounds and will assess your achievements accordingly.

Thanks,

Paul