A91 Partners raise US$350m in debut

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Venture capital firm A91 Partners raised US$350 million in its debut fundraise from a large number of investors. The fund is founded by three former Sequoia executives and is one of the few formed in a limited liability partnership (LLP) structure.

“An LLP format provides the benefit of a corporate structure while balancing the flexibility available in other forms such as trusts,” said Trilegal partner Ganesh Rao, who advised A91 Partners. “In addition, from a substantive perspective, it permits the fund itself to ‘house’ the team [of general partners] and, in doing so, inherently provides more transparency from an LP [limited partner] perspective.”

The limited partners on this fundraise were development finance institutions, funds of funds, family offices, insurance companies and high net worth individuals. It is one of the larger fundraises for an Indian venture capital fund with a first-time fund manager. The former Sequoia executives are Gautam Mago, VT Bharadwaj and Abhay Pandey.

Trilegal acted as co-fund counsel to the newly formed venture capital fund. The firm’s role included the structuring of the fund, aiding in its formation, drafting documentation, making requisite regulatory applications, assisting in investor negotiations and closing.

“The key is ensuring that all stakeholders are aligned,” said Trilegal partner Aditya Jha on the potential challenges to ensuring the smooth operation of a first-time fund.

“[This includes] process and timelines (incorporation, regulatory approval and closing), and terms (have a clear assessment of what is important and the manner in which typical fund terms and governance structures should translate into an LLP format).”

Apart from Rao and Jha, the Trilegal team included counsel Yash Bansal, senior associate Rayan Azmi and associates Kanika Satyan, Sharanya Sukumar, Vivek Shah and Nupur Agrawal. Goodwin Procter was the other co-fund counsel. The limited partners engaged their own legal counsel.