Legal Structuring - Infrastructure Investments

About the Role

The individual will be an integral member of Pantheon’s Infrastructure Investment Team, focused on the structuring, negotiation, and execution of infrastructure secondary transactions. Responsibilities include closing investments across the Pantheon infrastructure platform, such as primary fund investments, secondary transactions (including LP-led and GP-led transactions), and co-investments. The role involves coordinating all aspects of transaction execution, including complex deals, and managing negotiations of legal documents with counterparties while collaborating with Pantheon’s legal, operations, and finance teams.

Responsibilities

• Lead execution of investments, including complex transactions involving fund restructurings, single company secondaries, and innovative structures, demonstrating strong commercial judgment and proactive input into transaction fundamentals.
• Negotiate all legal documents governing Pantheon transactions, such as term sheets, SPAs, LPAs, framework agreements, shareholder agreements, side letters, and ancillary documentation.
• Collaborate with treasury and investment professionals to execute deal-level debt transactions, advise on debt terms, and negotiate facility documents, while supervising ongoing operational management of debt facilities.
• Structure investments to accommodate tax characteristics of Pantheon clients, minimize tax leakage, and efficiently form and operate acquisition structures, including Pantheon-managed SPVs.
• Execute sales of fund interests on a portfolio and single-fund basis.
• Serve as a resource for resolving complex structuring challenges across the Pantheon platform.
• Ensure compliance with Pantheon’s investor restrictions and review client legal documentation to assess feasibility of client strategies, investment restrictions, and legal requests.
• Identify and sponsor improvements to Pantheon’s closing and operational processes, represent the team on internal committees, and collaborate with operations, treasury, finance, tax, and legal teams to enhance investment processes (e.g., anti-trust/PTP transactions, SPV formation, debt/sales closing notices, 40 Act investment processes).
• Train structuring and investment teams on key deal execution areas, such as debt, tax, and legal negotiations.
• Ensure timely and error-free funding of deals and compliance with investment processes for AML/KYC, NDAs, access administration, deal approvals, closing notices, legal checklists, and regulatory approvals.
• Maintain compliance with relevant laws, regulations, and Pantheon policies, including reporting compliance risks and upholding appropriate standards of conduct.

Requirements

• Qualified lawyer/attorney permitted to practice law in any recognized jurisdiction.
• At least four years of experience executing private markets transactions, including direct private equity, private M&A, primary fund investments, secondary transactions, or co-investments.
• Substantial experience negotiating transaction documents, such as sale and purchase agreements, framework agreements, transfer documents, limited partnership agreements, shareholders’ agreements, and side letters.
• Experience with structuring, formation, marketing, or regulation of private markets investment vehicles is helpful but not essential.
• Experience executing debt transactions (e.g., fund financings or project finance) is beneficial but not required.
• Ability to work across jurisdictions and time zones with diverse cultures and negotiating styles.
• High attention to detail, accuracy, and strong project management skills.
• Ability to manage multiple workstreams and transactions simultaneously.
• Strong teamwork skills, including reviewing and supervising junior team members’ work.
• High level of professionalism, confidentiality, discretion, and judgment.
• Excellent written and verbal communication skills.
• Proficiency in Microsoft applications (Excel, Word, PowerPoint).
• Ability to prioritize workloads and work under tight deadlines.

Pay

Expected base salary range: $200,000 - $225,000. Actual base salary is determined by individual experience, skills, and qualifications. Successful candidates are also eligible for a discretionary bonus.

Benefits

Pantheon offers a generous employee benefits package.