Answers / Private Equity

Explain NAV lending at fund level: what it is, legitimate uses, and why LPs have pushed back.

An advanced Private Equity question — expect it in final rounds and case-heavy interviews (IB, PE, Big-4 Transaction Services).

THE SHORT ANSWER

A NAV facility is debt raised by the fund itself, secured against the net asset value of the whole portfolio rather than a single company — distinct from subscription lines, which are secured on undrawn LP commitments and used early in a fund's life. Legitimate uses: funding follow-on investments or add-ons late in the fund when capital is fully drawn, bridging to a known exit, or supporting portfolio companies through a defensive period without a fire-sale. The controversy centers on using NAV loans to fund distributions: the fund borrows against unrealized valuations to pay LPs 'distributions' that are really leverage, dressing up DPI while adding a senior claim across the whole portfolio — cross-collateralization means one bad asset can force sales of good ones, and the borrowed distribution may effectively be recallable. LP pushback demands: disclosure and consent (many LPAs never contemplated fund-level leverage), clarity on whether distributions are borrowed or realized, cost justification versus simply waiting for exits, and covenant transparency. Diligence questions for any fund: facility size versus NAV, purpose, LTV triggers, and which assets secure it. ILPA has issued guidance urging exactly this transparency.

WHAT INTERVIEWERS LISTEN FOR

  • debt against portfolio NAV, unlike subscription lines
  • legitimate: follow-ons, bridging exits, defensive support
  • controversial: borrowed distributions dressing up DPI
  • cross-collateralization links good and bad assets
  • LP demands: consent, disclosure, LTV transparency

COMMON MISTAKES

  • distributions funded by leverage presented as realizations
  • fund-level debt without LP disclosure

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