Growth and Global Expansion: How CSC Eases Operational and Compliance Burdens

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Caitlin: Hello, everyone, and welcome to today's webinar, "Growth and Global Expansion: Ease Operational and Compliance Burdens with CSC."

Ciela: Thank you for joining us today. My name is Ciela McDevitt. I'm a 17-year employee of CSC. I work across all corporate governance and compliance services, including process agent and report preparation and filing, local and industry-specific business licenses and permits, Uniform Commercial Code and real estate document recording, and helping our clients integrate technology solutions, such as our award-winning Entity Management and Matter Management Solutions.

It's my pleasure to introduce our fund, SPV, and global entity compliance experts today, starting with Marshall Saffer. Marshall is Managing Director of our Global Fund Services out of New York. He is a strategic and operational business leader with demonstrated success in launching, growing, and managing software and services companies. For the past 25 years he has provided solutions to many of the largest private equity funds, hedge funds, and traditional asset managers. He's worked with MIK Fund Solutions, DataArt, Hazeltree, and we're now very pleased to have him as part of the CSC team. So thank you, Marshall, for being here.

Marshall: Thank you. Looking forward to the conversation today.

Ciela: Also joining us today Daniël Vijselaar. Daniël is a senior director with our Special Purpose Vehicle Fund and Capital Markets Group. Daniël has lived and worked in both London and Amsterdam. He is grateful to have worked at high-growth and innovative companies and alternative investment funds, which enhanced his knowledge in corporate law, management, mergers and acquisitions, corporate governance, and private equity. Daniël, how was skiing?

Daniël: Thanks a lot, Ciela. Glad to be here today.

Ciela: Oh, and how was skiing? Didn't you just go somewhere pretty amazing?

Daniël: Oh, it was fantastic. Yeah, I just went to Austria. It was a lot of snow actually, and the weather was not too bad either.

Ciela: Oh, wonderful. And last but not least, I'd like to introduce Thijs van Ingen. Thijs brings us over 22 years of experience in the financial industry. Thijs has been fortunate to work across many jurisdictions — Netherlands, Luxembourg, Hong Kong, and Singapore. He has worked with disciplines ranging from large multinationals and corporates to financial institutions and alternative managers, including private equity, real estate, debt and infrastructure. And anyone who has worked with him knows that he takes great pride in helping clients with adding value to their business. Thijs, thank you so much for being here with us.

Thijs: Thank you so much. And well, if you say 22 years in the industry, it makes me feel like an old man, but I'm very glad to be on the on the webinar today and tell a bit more about global subsidiary management later today.

Ciela: I know my 17 years gives my age away a bit, so I know how you feel. All right. Well, I will get on to our agenda. In today's session, we'll cover CSC's history and what makes us uniquely positioned to discuss global expansion and creating efficiencies through vendor management.

CSC operates on 5 continents in more than 140 jurisdictions, with over 7,500 employees. We support 90% of the Fortune 500, 90% of the Best 100 Global Brands with our domain name and digital brand solutions. We service over 70% of the PEI 300 and over 10,000 law firms. We've been in business since 1899 and are still privately held by the same family, which gives us a long-term view on customer service, technology, and investing in our employees.

We've won many awards, such as Best Business Formation Service, Best Entity Management and Matter Management Technology by readers of the "New York Law Journal." "The Legal Intelligencer" this year voted CSC's Delaware Trust the number one business escrow provider. "Global Custodian" ranked us number one in fund administration client services in 2021 and in 2022 top provider in reporting, capital drawdowns, and distributions.

What makes CSC truly unique is our people. We've won numerous national and state top workplace awards. We're a great place to work, so people stick around, and we get stuff done together. And CSC does a great job of investing in their employees' advancement and promoting from within. So it gives us excellent bench strength to service our clients' needs.

And with that and introducing CSC, I will next turn it over to our experts to discuss macro trends in the alternative asset market.

Marshall: From a macro trend standpoint, I think it's going to be definitely an interesting year for 2023. If we look at some of the high-level concepts that we've been following and tracking, you can see that AUM growth has been increasing year-over-year. In terms of complexity, in terms of asset classes, that's been increasing year-over-year, and regulatory requirements and what's required to actually keep up to date and keep in line with the regulatory demands. In addition to that, we've got the digitization as well as the potential retailization on the private equity side, which is all adding up to a very complex environment which demands, I think, that people look more closely at their operations as well as with what providers they're going to be using going forward.

Ciela: So here we have some of the market challenges, and I thought it was a good place to mention in our Resource widget we have the Private Funds CFO's Fees and Expenses Survey that was published last October. And I thought this was very interesting. According to this survey, in 2020, just 29% of respondents relied entirely on third parties for fund administration. In 2022, that figure leapt to 51%. So I'm going to pose that as a question to Marshall. Why do you think that that's the case?

Marshall: Well, I think that some of the increase in the needs for using an outside fund administrator fall into kind of two categories. The first one is the increased whether it be regulatory demands that are required for most overseas funds, where you need to have a fund administrator to be compliant, versus the U.S., where people were looking to get a fund administrator to actually put at ease the investors and the investors in the funds. So having a third-party administrator to provide that eyes and that checks and balances against the fund administrator provides people with the ability of comfort.

I also think that the complexity in assets and operations that fund administrators can actually help with, from an outsourcing or middle office or accounting standpoint, has actually given funds the ability to be flexible and nimble and be able to expand their business operations without having to invest in internal people and staff. So that's also been a benefit to why people are choosing fund administrators.

Ciela: That makes sense. And for Daniël, we are going to talk about special purpose vehicles in more detail, but in a year that everyone is trying to improve operational efficiencies, is there a benefit to using one provider for all the SPV work and what is that benefit?

Daniël: Well, from a funds manager's perspective, it's really all about scalability and efficiency. They want to be able to focus purely on the assets, on the investments and rely on the corporate service provider assisting with SPVs. So when you have one provider assisting with the SPVs globally, irrespectively of the jurisdictions, we see a lot of fund managers now investing through Singapore, Japan, Australia, but also in Europe, Luxembourg, and the Netherlands, and not having to deal with different service providers in different jurisdictions is certainly a very big benefit for them.

Ciela: So talking about the pursuit of efficiencies, when it comes to managing a portfolio of global entities, I know an example I always tell my U.S. clients is not to fall into the trap of assuming that other countries' requirements are similar to those of the U.S. because they can be very, very different. So I thought this would be a good point to ask Thijs what should our audience know about navigating global jurisdictional and regulatory landscapes.

Thijs: Yeah. Thanks for that question. I think there's a lot to know and to keep up with for our audience. One of the main things I tell my clients, and in particular my U.S. clients, is be careful not to look at the rest of the world through a U.S. lens. The U.S. domestic market with all its corporate compliance and regulatory requirements is really not the same as the rest of the world. In the rest of the world, our clients are confronted with many different jurisdictions and different type of entities, and they all have their own specific corporate compliance and regulatory requirements.

Now if we come up with a few examples there on the type of regional and global laws and regulations, we can simply look at the European Union, where many directives have been coming to place over the last decades, and I'll mention a few — the Anti-Money Laundering Directive, the Anti-Tax Avoidance Directive, the Alternative Investment Fund Managers Directive, which really has changed the landscape for fund managers within the European Union, but also the General Data Protection Regulation, also referred to as GDPR. All these legislation in the European Union had a massive impact on fund managers, the way the fund managers structure their fund structures, their SPVs, but also an impact on the underlying portfolio companies.

Now we also have legislation and regulation at the global scale. OECD, the Organisation for Economic Co-operation and Development has come up with what they call the Action Plan for Base Erosion and Profit Shifting. I know Daniel will later talk about the complexity of tax and legal structure of SPVs, but that Base Erosion of Profit Shifting Action Plan of the OECD had a major impact on how these SPVs should be structured.

Then there's the Common Reporting Standards, and on the other side, FATCA, where the U.S. came up with in 2010. There's the UBO registrations that have become very important, and many jurisdictions globally have implemented for the entities to be established in their countries to have a UBO register, in other words to have the UBO listed somewhere in a public register.

So to answer the question in short, I would say, yes, it is very complex outside the U.S., and it is challenging to keep your in international portfolio of entities in good standing. But I think the good news is we've got you covered at CSC. We've got the services solutions on a global scale. We've got the people and most importantly the know-how in-country. We've got the technology, and we have the global reach since the acquisition of Intertrust by CSC Group.

Ciela: So we will turn this over to our experts, starting with Marshall. What suggestions do you have for selecting a right fit fund administration partner?

Marshall: Yeah, I think that's a great question, and I think it has to do with aligning the company's goals and needs, meaning the asset manager, what they're trying to achieve, with a provider that is able to accommodate the various requirements they may have, whether it be asset type coverage, whether it be jurisdictional coverage, whether it be the ability to handle high volumes. So there are a host of different issues that need to be addressed when you're actually looking and choosing in a provider.

I think another aspect that's quite unique that needs to be looked at in this day and age is essentially the risk of the administrator from an ownership standpoint. I think you've got a lot of administrators out there that are private equity owned versus privately owned, and I think the drivers for those typical types of businesses will be different depending on what they're trying to achieve. And I think the alignment really has to be looked at closely in those cases.

Ciela: Thank you, Marshall. And Daniël, I'm sure you see plenty of asset managers that have SPVs all over the world and they may end up just picking it at the time of the transaction and it ends up with multiple providers. What do you see as some of the challenges that happen with that method?

Daniël: Yeah. Thanks, Ciela, good question. I think we see more and more bespoke requirements, requiring more entities in different jurisdictions, but also more from a reporting perspective. So I think that if you use multiple providers with a fragmented tech stack, it definitely is a big challenge in terms of reporting towards the DLPs. You really want to make it as efficient as possible. If there is a three-tiered, layered SPV structure and on the top entity consolidation is required, then it's very important to use the same software from a reporting perspective, also for the more lower SPV infrastructure.

Ciela: That makes sense, and we'll definitely be talking more about technology. So moving on to Thijs and talking about portfolio companies and their global corporate governance, how can asset managers help with streamlining that process?

Thijs: Thanks, Ciela. Indeed let's focus here on the portfolio companies that these private equity firms are holding. If I were a private equity fund manager, I want my management team of the portfolio company to really focus on the core business, right, and if that is a portfolio company of a medium, of large size of international subsidiaries, the last thing I want is them to spend a lot of time on the corporate governance and keeping all of these subsidiaries in good standing. That's not their core business. That's something that can be outsourced and that fund managers are very familiar with outsourcing, both at fund level and SPV level, but more and more fund managers we also see critically looking at these portfolio companies to see what can be outsourced to professional administrators and what the business should really focus on themselves.

So I always tell my clients, when I meet them, what are your main challenges, and I can foresee that fund managers have that same discussion with the management teams of their portfolio company. What are truly your main challenges that is distracting you from focusing on the business?

And we typically see coming back six main challenges. The first one is the multitude of different service providers they have to deal with to maintain an international portfolio of subsidiaries. The second challenge is the inconsistent service level that creates. A third challenge is the inaccurate and not up-to-date information that sort of establishes when you use too many different service providers. Then there's the complex regulatory landscape you have to maneuver in when you're in so many different jurisdictions. The lack of local expertise keeps coming back as a challenge as well. And in the end, a very important one, the security and data privacy issues we see.

Now the solutions, obviously, need to be addressed as well because that helps these portfolio companies to improve that and outsource some of these functions. So I think the solutions a lot of the corporate and multinational clients with larger portfolio subsidiaries are looking for is a client-centric service model, where you build a dedicated service delivery team, a model around their portfolio, but still having the in-country expertise.

Another solution that is very important is the updates on legal and regulatory changes. Our clients want to have that updated whenever it occurs. Another very important solution is the annual compliance calendar. If all their entities are in a very solid technology entity management system, they want to have an annual compliance calendar right next to the technology telling them exactly when deadlines are coming up for an AGM or a filing of an annual return just to mention two examples there.

And last but not least, the budget. Every corporate client, every multinational client that is owned by a PE needs to function within a budget. And more and more we see legal teams where we deal with a lot asking for, "Okay, what is it going to cost us to keep all our entities in good standing if we would outsource it to CSC?" They want to have very transparent pricing and preferably fixed fees that we do all these services in to make sure we stay within their budget.

And all this together, these solutions we typically see helps our portfolio companies to perform better so that they can focus on their core business. A little bit longer than I was anticipating, but I hope that answers the question.

Ciela: Yes, I do agree everyone is looking for budget certainty. And with all the efficiencies that can be provided through using one trusted vendor, I definitely think it is worth a conversation.

So we've discussed macro trends in the industry and common challenges that are faced by alternative asset managers. At this point, we're going to get into how CSC can help by streamlining transactions and by providing operational efficiencies.

Marshall: Now that we have discussed a lot of the complexities and some of the macro components, I think that what we'd like to cover are some of the unique delivery options and services that CSC can bring to the table. We kind of bring it all together under an umbrella called our 360 Global Administration Services. And the idea is that we can handle everything from inception to the wind-down of any type of fund entity or investment. So what I'd like to do is just cover at some of the levels the services that we can provide.

So if we start with the GP/IM level, we're talking about AIFM. We're talking about full fund administrative support for the general partners' investments in the management vehicles. If we're looking at the LPs, we're dealing with investor relationship services, capital activity, waterfalls, investor reporting, and distributions. And at the Fund level, we're talking about full private capital fund administration, accounting financial statements, NAV calculations, depo, and obviously investor services.

Daniël, I'm going to hand it over to you now so you can talk about our SPV components.

Daniël: Yes. Thanks a lot, Marshall. So CSC can help throughout the life cycle of the SPV, from inception into liquidation, irrespectively of the jurisdiction where the SPV is being required. That includes the professional registered office address or registered agent, company secretarial services, any accounting, bookkeeping, director services, preparation of financial statements, cash management, and tax assistance as well.

So once the SPV investment structure has been set up and the actual acquisition has been made, we'll come into the wonders of the world that is running it.

Thijs: Thanks, Daniël. That brings us at the bottom of the food chain, the portfolio companies, and I realize there's probably a lot of different fund managers on the audience today, but this is obviously where private equity fund managers own portfolio companies. And for those specific portfolio companies with medium to large portfolio of entities worldwide, we have established what we believe is a unique model of global subsidiary management, where we basically take central ownership over your overall portfolio globally and make it hassle free for the portfolio company and the legal team to deal with it.

I think a big difference here is that we typically deal within the portfolio company with the legal team. That's where we see a need where they like to outsource all their entities to one service provider to make sure it's all in good standing and fulfills all the local requirements in the different jurisdictions. Where at the SPV and Fund level, we see corporate services, accounting services, and reporting Services being outsourced, that's a little bit less of than the portfolio company. As I mentioned, that's more focused on the corporate secretarial services.

Our main product is really the annual statutory corporate secretarial services. That's a fixed package and a fixed fee to keep all your entities in good standing against the minimum standards in each and every jurisdiction. But then in addition, we offer a lot of transactional corporate secretarial services as well, like changes of the composition of the board or capital increases or dividend distributions, you name it. There's a lot our corporate secretarial team can do for your portfolio companies around the world.

I do like to mention a few additional services that over time we see coming up more and more. Those are, for example, payroll services, digital brand services, and sometimes the executive compensation services for the senior management of the portfolio company.

My advice to clients is always ask the CSC corporate secretarial team first if you have a specific requirement on one of your entities because you would be surprised how much legal work they can do. But I also emphasize that we're not a law firm in the end of the day. We are and remain an administrative firm, and we offer these services globally. That's it for this slide.

Ciela: In summary, CSC can assist with global fund services, all your investor services and reporting, your SPVs. Whether you need a place of business, a local director, cash management and accounting, we have you covered, and also assisting with global entities and their local compliance.

And to bring together all of this work that we do for you, we use amazing proprietary built technology. So at this point, the experts are going to go through how we use technology to make it easy to manage global entities, SPVs, all your fund data and documents in one place. Marshall, would you please tell us about the data and technology aspects of our Fund Solutions?

Marshall: Sure. In terms of any fund administrator, I think that technology is starting to play a more and more important role in the choosing the right provider in terms of from a provider being able to deliver the right solutions to the right people and the right timeliness. So at CSC, we've spent a lot of time rationalizing how we wanted to create our offering, how we wanted to structure the technology behind the offering, and what tools we were going to use to deploy our offering.

So if you look at this particular diagram, it's kind of broken out into components that are purchased, so applications that we have leveraged and we're actually using as the backbone, some applications that we've deployed or developed ourselves to fill the holes of various applications in the marketplace, and then a data layer, which is providing the end user the consumption and the use and the usability of that data and allowing the system or the people to interact with our system in a self-service way.

So if you look at our Fund Administration offering, we deal with a lot of various different funds, whether it be hedge funds, private equity, real estate, and to that end the backbone of any type of administration service is the accounting backbone. And so if you look over there on the right-hand side, we have chosen some of the best known utilities in the marketplace to support as the accounting backbone. So whether it be Advent Geneva, whether it be Investran or VPM, or whether it be Yardi for real estate, we've tried to employ the best tools to be able to provide the most comprehensive solutions to our client base.

On top of that, we've written our own applications, whether it be for transaction monitoring, our risk assessment, and our CSC Entity Management, and then some workflow tools and KYC infrastructure as well as reference data management to create this comprehensive toolset that we're bringing the best of breed as well as proprietary applications to service the needs of all our clients. Does that make sense?

Ciela: We get asked all the time about the various different names that SPV structures go by and the different kinds of SPVs and the different types of structures. So we wanted to include this in the session today, and this is a great one for Daniël. Would you please tell us about this example of an SPV structure and the various roles that CSC can fill?

Daniël: Sure. Thanks. The typical traditional SPV structure that we see consists now first underneath the fund, as you see, SPV Topco, a blocker, blocker entity. Typically what we provide in services are what we call routine recurring corporate services, such as the registered office address we discussed before, the company secretarial services, the accounting, the bookkeeping, the preparation of financial statements, and the director services.

What we then see, especially if there's external debt affected as well as leverage for the acquisition, is that an SPV Midco is being established. That can be in the same jurisdiction. It can also be in a different country. Let's say in this example there's a consortium of banks. Then additional services CSC can provide are more in the capital market sphere, like security agents or facility agents, or indeed a process agent role that we can fulfill. But then what we see typically under the debt components in the finance documentation is that the reporting requirements are more severe than what you see with SPV Topco and SPV Bidco, being, for instance, that quarterly management accounts need to be prepared and provided. Annual accounts need to be audited. And those kind of assistance we also typically then assist with.

The SPV Midco will then hold the shares of the Bidco, which typically acts as an acquisition vehicle that will acquire the portfolio company. And the services of SPV Bidco will be very similar to what we see for SPV Topco, consisting of again the routine recurring services being registered office address, director, accounting, company secretarial services, and a director.

What we also see is, as part of this investment structure, there's an executive compensation plan being set up, often in the form of an employment benefit trust or a limited partnership, through which senior managers can actually invest in that portfolio company. What CSC can provide in that respect is a share portal that the managers can actually look at their actual shareholdings. CSC can assist with a management incentive plan record keeping and the administration, but also waterfall calculations. Often we see on a quarterly basis that evaluation of each manager's holding will need to be calculated and then to [inaudible 00:31:00].

So that summarizes the overall services that CSC can provide as well as the escrow agent that typically is required when the actual acquisition is made. We see that this part of the M&A transaction that parties are requiring an independent escrow agent to keep the funds until closing.

That summarizes everything, Ciela. Thanks.

Ciela: Thank you, Daniël. And I think that's a great mention to our capital market services and to our breadth of bigger services we can also help fund managers fill a lot of those trust and agency roles, like being an escrow agent, a qualified custodian, calculation agent, loan agent. So it just makes it easier for our clients in a pinch when they need to fill a role like that, they have a trusted provider in us and don't have to find another partner.

In terms of using a technology to manage entities and SPVs all around the world, CSC Entity Management is an award winner. We've been named the best system for the past 10 years by the readers of the "New York Law Journal." It's a great technology for asset managers because it simplifies where everyone can go to find information.

So, for example, you could be opening up a new broker or a banking relationship and need formation documents. CSC gives you a place where you can go easily find them, and it's very quick and easy to search or they can neatly be organized in minute book folders. Perhaps you're looking for an EIN. Again, they're all there. You may want to track all of your annual filing due dates in one place, or maybe you need to create a visual structure chart and have a quick way to update that as ownership changes. All of that is available within CSC Entity Management.

So this is an example here of an org chart created through CSC Entity Management and an example of what might be something you would see with a typical fund structure.

One of the many reasons I like working at CSC is our focus and dedication to our clients. It's a very human, high-touch approach, and we have amazing technology, and security is always the top priority. CSC supports the full fund life cycle, from providing an escrow agent for fundraising to the AML and KYC checks on investors to helping funds wind down and providing liquidating trustee services.

So I'm going to ask a question of Marshall. Besides our breadth of services, why partner with CSC for fund administration?

Marshall: I think, I mean, for a lot of reasons, right? But I think fundamentally fund administration comes down to the people, and I think that the CSC family provides a skill set, it provides expertise, and it provides a domain experience that I think is unrivaled in the industry. I think the type of people and the location of the people and where we're all located and what type of businesses we can support and what type of entities we can support is unrivaled. Combine that with the technology backbone that we discussed, it is really what I think makes CSC a unique offering to be fair.

Ciela: Thank you, Marshall. For Daniël, everyone needs their SPV set up as of yesterday. So tell us how can CSC help with making that process fast and easy?

Daniël: Well, it's all about the global footprint in that respect and the local expertise also, as Marshall mentioned. But not only expertise, real qualified experts locally. I'm talking about former civil law notary, candidate notaries in civil law jurisdictions that actually know exactly what is required to set up entities locally. But also in more common law jurisdiction, it's just being able to incorporate entities themselves. So with that global footprint, CSC is able to facilitate any form of investment structure very, very, very quick. Having also the footprint and being able to share information internally between offices also makes it extremely efficient to establish entities [inaudible 00:36:02]. So that's why I think we are very well positioned to implement any investment structure which become, as I said, more bespoke.

Ciela: Thank you, Daniël. And Thijs, I'll pose the same question to you. With global entity formations and their ongoing maintenance, what should be considered in selecting a service provider?

Thijs: Yeah. Thanks for that question and an interesting one. If I would crawl under the skin of the client, I would sort of want six key points to be sort of ticked off. The first one is the quality of services obviously, and references typically help there, but there are other ways to find out what the quality of the service provider is. But the quantity of services I would say is also an important one. If I'm a global player in the private equity space and I have portfolio companies all over the world that have their own subsidiaries in many jurisdictions, I want to make sure that if I look at the menu of the service provider, that they have the starters, the main dish, and the desserts. I want to be able to cherry-pick whatever I need in whatever jurisdiction.

Another very important point that I would want to have clarified by my preferred service provider is how they manage the client relationship. I hear so often competitors saying, oh, they have a dedicated client relationship manager. Yeah, but what happens if that person leaves, right? So the way we approach larger opportunities by building a dedicated team around the portfolio and that really helps building comfort that if a person falls away, that there's still the team around it to maintain the relationship on a recurring basis.

Global footprint, very important. Where do they have their own offices and where does the service provider work with third-party service providers? I think there's nothing wrong with working with third-party service providers as long as a service provider you take responsibility and ownership over it and preferably have a subcontracted model. And I'm very glad that CSC actually has that, and that makes it possible for us to offer corporate secretarial services in over 140 different jurisdictions.

Another key element is speed and timeliness, being able to offer a 24 service and a follow the sun model, where if a U.S. client has a request that is after working hours in the U.S., then the European team can pick it up. Or if Europe is closed, that the APAC team can pick it up. And within Global Subsidiary Management, we work with three main hubs. We have the hub in Delaware for our U.S. or America headquartered clients. We have the hub in London for the EMEA headquartered clients. And in India, we have the hub for the APAC headquartered clients. So we can truly offer a follow the sun model, where clients can always reach the CSC team.

Technology, we mentioned it before on the previous slides, very important. Technology is the enabler to deliver what we promise you in the various services, at Fund, SPV, as well as Portfolio level.

And in the end, still very important for many clients, in particular in the Asia region, is budget. They want to know that what they outsource to you stays within budget. So fees and predictable fees, preferably as much as possible on a fixed fee basis is very important for our clients.

I hope that answers the question.

Ciela: Yes. Thank you. Just to recap, CSC experts can help with integrating amazing technology that allows you to focus on your core capabilities, reduce costs, and manage all the regulatory and compliance burdens.